Elliot heard the words come out of Olivia's mouth, but he couldn't wrap his head around them.

This had to be some kind of test. Was the good Lord messing with him in some way? He had expected months ahead of them…trying to work through the pain and uncertainty…before he could even conceive of getting to this point.

And now she was asking him to kiss her?

Now?

He must have heard her wrong…

But there she was…looking at him with those big, beautiful brown eyes…

Waiting…

He inhaled a shaky breath.

He had thought about kissing Olivia so many times…more times than he could even count. But right now, he was nervous as hell.

"Liv…" he whispered, hearing the shakiness in his own voice.

What the hell was his problem?

But then Olivia was taking a step backwards, confusion masking her face. "I'm sorry. I thought…" She broke eye contact with him then and looked down at her feet. "I told you…I don't know what I'm doing. Just forget it." She was embarrassed. She had been completely honest with Elliot when she said she didn't know what she was doing anymore. He was obviously shocked by her request and she knew he was probably struggling with this abrupt 180 she'd done. She thought she had been pretty clear that she was tired of harboring anger. She had told him that she'd broken things off with Cassidy.

How many more signals did the man need?

Maybe he did just want to be friends…

It hadn't sounded like that to her, but maybe she'd only heard what she wanted to hear.

"I'm just going to grab a cab…" Olivia said, pivoting away from Elliot and moving towards the street.

Elliot came to his senses then, and he reached out and caught her arm. "Olivia." He said softly, grateful that she didn't pull away. "Come here." He tugged her back to him gently until her back was pressed against him, and he wrapped his free arm around her waist. "You're not going anywhere." He whispered as he nuzzled her neck with his face.

He turned her around slowly and cupped her face in his hands, forcing her to look up at him. He could see the flush of embarrassment on her cheeks and the objection on her lips, but he didn't want to hear it. He leaned in and kissed her gently…a mere brush of his lips against hers. He heard her exhale lightly…and then he was pressing his mouth to hers. Slow, gentle kisses…relishing the softness of her lips…the taste of her.

Olivia parted her lips slightly…barely able to believe that Elliot was kissing her. The first touch…the first taste of him…sent a myriad of butterflies fluttering through her body. And then he was tilting her head, deepening the kiss, and she slid her hands up to pull him closer.

Elliot could hear people moving around them…the cars on the street and the buzz of the city…but it was all distant. He was lost in this moment…here and now…it was just he and Olivia…locked in an embrace that he would remember forever. He felt connected in a way he never had before.

This was real.

This was right.

Olivia belonged in his arms and he'd never felt such powerful emotions as the ones coursing through his body at this moment.

Elliot dropped one hand from her face and grasped her waist, trying to pull her body closer to his. He could feel her trembling slightly and he knew she was feeling the same way he was.

In the next instant, she was pushing at his chest lightly and she broke the kiss, taking in a deep breath. She dropped her forehead against his chest. "El…" She gasped out…her heart beating a mile a minute. She had imagined kissing Elliot a million times before, but she hadn't been prepared for the intensity.

"I know." Elliot was pressing his face into her hair…placing gentle kisses on the crown of her head.

"Get a room." Someone yelled as they walked past, and the intensity of the moment was broken. But it was a much-needed distraction, and Olivia took a step backwards and laughed lightly.

Elliot saw a renewed flush in her cheeks, and he wondered if it was embarrassment at the comment, or if he was responsible for it. He liked to think it was him. "Maybe that's not a bad idea." He joked, but then he felt like an ass. "I don't mean that…I…"

Olivia put her hand on Elliot's chest. "Relax." She said. Although just a moment ago, she'd had the very same thoughts. "I know I'm confusing the hell out of you."

"You're not." Elliot said quickly. Then he saw the skeptical look on Olivia's face. "Well, maybe just a little. I was just a little surprised when you said…" He held out his hand. "Well…you know."

"When I asked you to kiss me?"

"Yeah."

"Me too." Olivia said. She ran her hand back and forth across Elliot's chest a few times. Something she had never done before…would have never done before. She moved her eyes back up to his. "I'm tired of coloring inside the lines El. Everyone is telling me what I should and shouldn't be doing, including myself, and I'm done listening to that. It hasn't worked all these years. For either of us."

Elliot was listening intently, knowing how hard this was for her.

"I might end up regretting this, but I've already had a year and a half without you. And I was miserable. So maybe we have to give this a shot. In the end, at least we'll know. It's better than wondering what if…" Olivia waited but Elliot didn't respond right away, and she was worried she'd made another step in the wrong direction. "El?"

"I…" He shook his head. "I'm sorry. I'm just…I'm trying to process what you've just said because I can't believe it I guess. You have absolutely no reason to give me another chance at friendship much less…" He stumbled on his words, because what was she offering? "a chance at something more."

Olivia watched a grin cross his face and she was happy that he understood what she was so clumsily trying to tell him. "Something more?" She teased, trying to lighten the moment.

"Well…" He shifted on his feet. "I don't know exactly where this is headed or what you're thinking." If it were up to him, he'd put a ring on her finger and walk her down the aisle, but he was fairly certain she wasn't ready for that yet.

"I don't know either." Olivia said. "And I don't want to put all these rules and labels in place right now. I wasn't even sure this was the right thing to do until…"

Elliot saw her blush slightly. "Until what?"

"Nothing." Olivia said, looking away. The man had an ego that wouldn't quit. She wasn't about to tell him that she she'd felt that kiss all the way down to the tips of her toes.

"Until I kissed you?" he asked.

Olivia heard only gentleness in his voice. No ego…no posturing.

Elliot leaned in, resting his hands on her hips and pulling her closer. "I've dreamed about kissing you so many times." He whispered. "But that all paled in comparison to actually doing it. Christ Liv." He said with emphasis. "I felt that kiss everywhere."

Elliot wrapped his arms around her and they stood that way for a moment, until he felt Olivia shiver. "C'mon." he said, loosening his grip. "Let's get you home."

The were both quiet on the taxi ride to Olivia's apartment, and she assumed he was thinking through everything that had transpired tonight just as she was.

Three weeks ago, she would never have expected to be sitting in a cab after a night out with Elliot. She would never had thought she would have kissed Elliot!

She was certain the same thoughts were running through his head.

Olivia shut down the nagging voice in the back of her brain. The one that told her she could get hurt…again.

No pain, no gain.

The jingle jumped into her head and she almost laughed out loud. That certainly wasn't a slogan she wanted to base a relationship on. Potential relationship.

Elliot heard Olivia's slight laugh. "What's so funny?"

Olivia shook her head. "Nothing."

"Share." Elliot said. "Remember. We're going for that whole honesty thing."

"I'm just trying to get out of my own head." She said.

Elliot reached over in the space between them and found her hand. He covered it with his, tangling their fingers. "Take a deep breath. I'm not going anywhere Olivia." He squeezed lightly.

Elliot saw her look out the window of the cab, and he knew she was still mulling over everything. She wouldn't be Olivia if she didn't. Still…he wanted to ease her mind a little…ease the tension. "So…just so I'm clear, what are the rules on kissing?"

Olivia turned back towards him quickly. "What do you mean rules?" She asked, seeing the smile on his face and appreciating the distracting conversation.

"Can I kiss you whenever I want?" He asked innocently. "Because I need a lot more kissing." He didn't give her a chance to respond. "And was this a first date? Or do the first 12 years count for something?"

"Why are you counting dates?" Olivia teased, arching an eyebrow at him. "Are you already thinking about how to get me into bed?" As soon as she said it, she wondered if she'd gone too far. But she was rewarded with a huge laugh.

"Oh Liv…" Eliot shook his head. "If you only knew." He leaned in towards her. "I've been thinking about that for years."

Elliot expected her to take a swat at him or put him in his place, but was surprised when a small, mischievous smile graced her lips.

"Same."

Elliot felt a warmth spread through him at the sultry depth of her voice and the look on her face.

Well. Damn.

Point. Match. Benson.

EOEOEOEOEOEO

Elliot insisted on walking Olivia up to her apartment, and Olivia wasn't going to argue with him. However, she wasn't sure what he expected when they got there. Which was absolutely ridiculous because she knew he didn't expect a damn thing.

The real problem was that he was going to kiss her, and she didn't trust herself not to drag him into her apartment and throw him on to her bed. She felt her own body react to the very thought of it, and she tried to calm herself the hell down before she made an absolute fool of herself.

When they reached the door, she turned awkwardly to face him. "Well…thanks for dinner."

Elliot wanted to laugh. Olivia actually seemed nervous. It gave his ego a little boost. He braced his hand against the doorframe and gave her a smile. "How many first dates have you been on Liv? I would think you'd have this routine down pat."

Olivia rolled her eyes at him. "Well, for one thing. This isn't a first date. And for another thing…there is no routine." Sometimes she brushed them off before they ever got to the door…sometimes it ended in a kiss…and sometimes she let them in. Elliot would probably would have killed her long ago if she had ever shared that little fact with him. She could hear it now. You let a strange man into your apartment.

"Point taken." Elliot said. It seemed odd to be lingering outside of her doorway, when he'd been in her apartment so many times before. Just a few days ago, he was sleeping on her couch. "Well, I'm going to do my part. I had a wonderful time tonight, and I'd like to take you out again." He flipped his hand and ran the back of it lightly down her cheek while he eyed her lips. "And if there's no objection, I'd like to kiss you good night."

Olivia reached up and placed her hand over his. "There's no objection." She said quietly, looking into the blue of his eyes.

Elliot leaned in and captured her lips, trying hard not to press his body against hers. The heat that had washed through him before returned with a vengeance, and he almost moaned when she opened her mouth to him. He slid his tongue between her lips…tangling with hers. He heard a small moan escape from her throat and he willed his mind to focus and his hands to stay put.

But God…he wanted….

Olivia knew now what it meant to be weak in the knees. Elliot was kissing her with such intensity that her body was lost in the sensation. It was gentle yet demanding…almost possessive. He had one hand on her waist as he pinned her to the door, and it was only moments before she found herself wishing he would press his firm body against hers.

Elliot released her mouth and pressed small kisses down her cheek…her jawline…her neck. She was silently urging him on, knowing that they shouldn't take things any farther. It was too soon.

But God…she wanted him.

Elliot dropped his forehead against her neck, and they both tried to regain the breath.

Elliot didn't know if it was years of pent-up sexual frustration that was causing this kind of reaction…but right now, kissing her was dangerous. "Liv…" he almost moaned against her skin. "I have to go or…" He couldn't even finish his sentence. He lifted his head…separated his body from hers…and looked at her. She was breathing just as heavily as he was, and her skin was flushed.

At least he was having the same impact on her as she was on him.

He leaned in and captured her lips once more, and then turned and walked away. He didn't dare look back. His self-control was in tatters right now…and he needed to slow things down.

They were doing this on her terms.

Once again…the choice was hers.