It was a sunny, cool Saturday morning and Neal took advantage of the waning fall weather to enjoy his cup of coffee outside on the roof.

"Can I join you?" Neal looked up and smiled as the owner of the house walked towards him.

"Of course" Neal replied as he poured June a cup of coffee. "Won't be long before it's too cold to do this" she said as she took a small sip of the warm, soothing liquid.

"Any plans today?" June asked, breaking the comfortable silence.

"Yeah" Neal answered, smiling slightly. "I'm going over to Peter's for dinner."

"It's about time that man regained his senses" June exclaimed with a bit of annoyance in her voice.

"June, don't." Neal pleaded. "He thinks he's doing me a favor."

"Nonsense" June said with a genuine smile. "Peter's a good man but he's wrong here and you know it."

Neal sighed, and took a deep breath. "June, I'm not a child and Peter is doing what he thinks is best for me. Besides, he made sure I've had plenty to keep me busy."

"Neal, you're not a good liar…" June held her hand up when Neal started to protest. "I was married to a con man and I can tell when you're lying."

"June, what do you want me to say? What can I say that doesn't make me sound like I'm five years old? Yeah, it hurt but he didn't walk away and…I'm fine, really." Neal looked away, clearly embarrassed.

"Neal, did your father walk away?"

"What?" Neal exclaimed loudly, shaking his head. "No. Why would you ask that?"

"Just worried about you dear" June quietly said as she stood. "I didn't mean to pry into your life."

"June, wait." Neal grabbed the older woman's hand. "I'm sorry, I didn't mean to yell. You've done so much for me…if you really want to know I'll tell you." June contemplated her options, finally choosing to sit back down and let Neal talk.

"Neal, I'd like to know about your past but only if you're willing to tell me."

Neal shuddered as an east wind suddenly turned the air cooler. His mind raced with his jumbled thoughts as he quickly, silently rattled off all of his options. Finally he settled on the truth and hoped he was doing the right thing.

He rested his folded hands calmly on the table and smiled wearily at the older woman. "June, I won't bother lying…" he paused and shrugged, trying to ease the tension in his shoulders.

"My father was out of the picture long before I knew he should be there. In fact, I don't know his name and I've never seen a picture. I believe my mother loved me but some people are not meant to be parents. My earliest memories are of us moving from one rat infested place to another, running from bill collectors and maybe child services." As Neal talked he kept his gaze lowered only glancing up when he heard June gasp. "Should I continue?" he quietly asked.

June nodded, not trusting her voice at that moment.

"My mom couldn't keep a job. She tried but she had too many demons and an all consuming love of the bottle. If she were alive today I'm sure she'd be tagged with one of those new age mental disorders that doctors love to use these days. As it was she was bearable on her good days and a monster the rest of the time."

"Neal, who took care of you?" June asked, though she figured she already knew the answer.

"I did" he answered matter-of-factly. "My thievery started at a young age but back then it really was about survival." The more he talked; the faster Neal's fingers tapped the table until June reached over and firmly encased his hand in hers. Briefly they made eye contact but Neal couldn't handle the pity he saw and quickly looked away.

"Neal, I'm so sorry. I wish…" June paused and wiped her tears that flowed freely. "I wish we could go back in time so I could take care of that little boy."

"I don't" Neal spit out forcibly. "I lived it and I survived and now you can see why I don't look back." The silence engulfed them, each lost in their own thoughts.

"Neal, what happened to your mother?" Neal sighed as his eyes darted around, never able to focus on June's face.

"I came home from school and she was in bed sleeping. I was angry because she should have been working and I knew she'd lost her job again and we'd be leaving and then I saw the empty bottle of vodka and the bottle of sleeping pills. I tried to wake her…" Neal paused, again tapping his fingers. "I couldn't wake her." Neal took a couple of deep breaths, as he ran his hands through his hair.

"After they took her away, I asked for a few minutes to gather my things." Neal smiled wearily. "While the cops waited outside I ran out the back and I didn't stop running until I reached the city."

"Neal, how old were you?"

"Fifteen" he quietly answered. "I invented Neal Caffrey when I was fifteen and I've never looked back. I became everything I wasn't and I found ways to get what I wanted or needed."

"Neal, I'm sorry. I don't know what to say."

"You don't have to say anything" Neal said. "June, as far as I'm concerned my past doesn't exist. It's not an explanation for who I am now and it's definitely not an excuse." Neal laughed suddenly. "If Peter knew, I can only imagine what he would say."

"What would he say?" June asked.

"He'd tell me to grow up. That many people have bad childhoods and they don't grow up to be felons." The smile slowly faded from his face. "I'd like Peter to know but I'm not sure I could tell him."

"I would if you want me to" June suggested.

Neal shrugged. "If the time is right, it's fine with me." Neal's phone rang and he reached for it, and then read the text message, breaking out in a hearty over the top laugh.

"What's so funny?" June asked and then waited until Neal calmed down. "It's from Elizabeth. She asked me to get Peter out of the house before she kills him." Neal stood. "I need to get ready." He walked towards the balcony door, stopping before he opened it.

"June, thank you for listening."

She nodded and watched Neal walk inside. "Neal, lie to yourself all you want" she spoke softly to herself. "But that little boy is very much a part of who you are today." As June gathered up the empty coffee cups, she made a vow, that Neal would never be alone again.