A/N: This is part 1 of a 2-part story. M rating is for part 2. Please review!

Olivia walked quickly from her car into Elliot's building. His message didn't sound overly urgent, but still, it took longer than she'd hoped to get here. Since he'd returned to the city, she never could be sure what state she'd find him in. She knocked, and the door opened quickly, as if he'd been waiting. She stood in the doorway, quickly scanning him. He looked tired, but not haggard. His face glistened lightly with sweat, as he loosened the gloves around his knuckles. His eyes held hers, and she saw that something was weighing on him. He moved back a bit, opening the door for her. "Sorry I couldn't come sooner, I got held up at work. Are you ok?"

His crooked smile crossed his lips. "Yeah, yeah I'm good. I'm sorry if I worried you"

"No, it's fine," she followed him into the living room, "I heard about Wheatley's arrest. That's great Elliot"

He gestured for her to sit and she did. "Yeah, uh, it'll be a long road, but it's a start," he said, sitting at the other end of his couch and leaning forward so he could look at her. Even after these past few months, there were moments when he couldn't believe she was truly here in front of him. He'd given up any hope of seeing her again after he'd left. Not that he hadn't wanted to, not that there weren't days when his finger hovered over her name in his phone, or he had to stop himself from driving to the airport. But as time passed, he became more and more certain that she wouldn't answer his call. That she would refuse to answer the door. So in quiet moments like these he found himself staring at her just a moment too long. Memorizing as much as he could, in case she evaporated before his eyes. In the last 10 years there had been nights he saw her in his dreams, laughing, calling his name. In the darkness he would keep his eyes closed, trying to hold on to that image of her before reality set back in.

Olivia watched him, a half smile across her lips. Her eyes searched his, wordlessly encouraging him to say what he needed to. Elliot picked up her silent cue and sighed before he started, "I just um…wanted to thank you, again for being here through all this. For pushing me to get help. For making sure I…came out the other side"

She nods, but still doesn't say anything. She watches him intently.

"Liv…I love you," he says with more conviction than the first time. This seems purposeful, planned, certain.

Olivia's heart skips, and she's overtaken by a heaviness she hasn't felt since the day he called out her name in the street. "El-"

"-No..," he interrupts her. He has so much he needs to say, and he finally feels strong enough to say it. "The first time I said it I…it wasn't right. I wasn't right. I never imagined the first time I said that to you it would be in such a bad situation."

Olivia breaks eye contact and stands up, releasing a heavy breath and walking a few steps away from him, "Elliot stop."

"But it's true," he says, watching her from his seat, not wanting to crowd her, but unable to stop his words, "Maybe I didn't say it the right way or at the right time, but I meant it. I mean it."

"Elliot," she says sadly, looking at him, "You don't love me."

He stands then, unable to contain himself.. "I do! For years, Liv. Longer than you can imagine."

Olivia closes the space between them, her eyes sadder than he's seen since he's been back. She looks like she's in pain. "You love who I was. You love who you left behind. But I'm not her anymore, Elliot."

Suddenly he reaches for her hands, desperately searching for a connection as he feels her slipping away. "You are," he says, a quiet rasp.

Olivia bites her bottom lip, shaking her head. "No, trust me, I'm not," she squeezes his hands before stepping back from him, "10 years is a long time, Elliot. The things I've seen, the things I've experienced….they changed me. You don't know who I am. You don't know anything about me."

"I know you, Liv. I know your heart. I know your kindness, your empathy, your strength. I see them in you. That hasn't changed."

The Olivia in front of him isn't one he's seen. She isn't angry or biting, she's not sad or scared, or grieving. This Olivia is something new. Resigned. "You're only seeing what you want to see, Elliot. There's this entirely new part of me now, that I carry around every single day." Olivia turns away, afraid looking at him in this moment might break her. Maybe her heart looked the same, but her soul did not. For every cigarette that burned her flesh, a bit of her soul darkened. Her skin had healed, discarded and reborn, covering the painful, angry marks. But the wounds inside her would always leave her darker than she was before.

"Like a shadow?" He asks quietly, stepping toward her. She studies her hands, eyes downcast. "Liv, I've noticed, of course I've noticed. But that's not the biggest change I see in you. You know what I see now?" His words are a whisper over her shoulder, "Joy. So much joy because of that amazing little boy. He has magnified every good thing about you. You're stronger, you're happier," He reaches out gently, hoping she'll turn to face him. Despite her better judgement, she does. "So yes, I've seen a shadow cross behind your eyes a time or two. But that is nothing compared to the joy you radiate. I love who you were, and I love who you are."

Tears sting behind Olivia's eyes. She takes a deep breath and clears her throat, "You may see the shadow," she softened a bit, lifting her eyes to his, "But you don't know his name." At that she starts toward the door.

"Liv, please don't."

Olivia turns to him. There's no anger, no resentment, just a sad smile that causes his heart to pound in his chest. "You have been through something unimaginably painful," she says, "The life you built, the life you were living with Kathy and Eli, it disappeared in a matter of seconds. You needed something familiar to grab on to. And that just happened to be me."

Despite himself, he starts to panic, desperate to keep her here, "No, that's not-"

She holds his eyes, begging him to understand what she has to say next, "I wanted to be there for you. I wanted you to be ok, because I care about you. I will always care about you. I was happy to be the support you needed to heal, but" she sighs, steeling herself, "Now you're steady again. You're getting help, you're working, Wheatley is in custody, you're on a good path. And I think….I think this is where I leave you."

His breath catches and he feels tension behind his eyes. He grabs her hand, "Olivia I love-"

Olivia squeezes his hand and shakes her head, "Please, stop saying that. Please. I dreamt for years I'd hear you say those words to me. But that was before. You're not the most important person in my life anymore. Noah is. And I can't- I won't- have him around someone," she pauses, her voice quiets, "who could hurt him."

"I would never," Elliot counters weakly, understanding that this runs so much deeper than he is able to fix in this moment, but terrified that he may never get another chance.

"Just like you'd never hurt me?" She lets go of his hand then. Her voice is determined and sure. "Sometimes, Elliot, we are capable of doing things we never imagined." His eyes drop to the ground and she reaches out to cup his cheek. She needs to look at him. She needs to stay strong in this moment as much as it hurts. For herself, and for Noah.

"These last months- being around you, working with you- have been so difficult for me. I need to walk away from this now. You have kids who love you. A partner who has your back. A squad who is willing to support you. Use them. Get whole and healed and happy. You have everything you need to build your new life here Elliot. But I just can't be a part of it." She steps forward then and kisses the stubble on his cheek, breathing in that familiar scent of him.

Elliot is letting his tears fall freely now. The redness of his skin makes his eyes glow a bright blue. "Liv." He gets out, but nothing more.

'I'm sorry, Elliot, but you don't have a say in this. It's my decision to make. Just like it was yours to leave," She keeps her hand on his cheek for a few moments longer, "Be well, Elliot." She smiles softly, and then she's gone, leaving him with the phantom of her touch and the echo of her voice in his empty apartment.

Olivia sits heavily on the couch beside her son, tucking her legs beneath her, and placing a large bowl of popcorn in his lap. A movie they'd seen dozens of times flashes across the television, brightening the room.

"Thanks, Mom," Noah says, giggling at something on screen she hadn't noticed. Olivia's heart is heavy tonight, weighed down by her decision to leave Elliot behind, when she had expected to feel lighter. She looks down at her son, bright eyed and smiling, and pulls him to her briefly, kissing the top of his head. Her entire life- every hardship, every loss, every tear- had led to this boy. Motherhood had all at once shattered her, and made her whole again, in a way she never could have imagined.

Olivia would be lying if she said she hadn't pictured the day Elliot met her son. That he would smile, and scoop him up, and laugh with joy, the way she had done with his children. But the older Noah got, the more that image faded, and that joy turned to an anger deep in her belly. Noah is incredible. He is the greatest thing that had ever happened to her, and Elliot would never be a part of it. And now here he was, suddenly and completely back in her orbit, bruised and broken and looking for stability. And she wanted to be that for him with every fibre of her being. But then there was Noah; Noah who had never had a strong male presence in his life. Noah who loved and accepted everyone he met. Noah who hurt so deeply when people disappeared. Elliot was a flight risk. She couldn't subject herself or her son to that again.

Olivia leaned down and rested her cheek against her son's soft, curly hair.

"Are you sad, mom?" Noah asks, turning his head to look at her.

Olivia could feel her eyes were glassy, but she smiles, "It's just been a hard day, but I'm ok sweetheart."

Noah searches her eyes, reading her in a way that made him seem older than he is, "Mom?" He said, turning his body to look at her more fully.

Olivia met his eyes, "Hmm?"

"It's team you and me, right?" He asks in his sweet little voice that she had been trying her best to memorize.

She pulls him to her again, "Of course. Always."

He pulls back again, "Ok well, being on a team means that you support each other right? So, if I tell you things, that means you can tell me things, too. Especially if you're sad." Olivia thought he suddenly sounded so much older than he was. Her instinct was to shield him, to tell him everything was fine. But looking at him, this perfect little boy who was growing before her eyes, she realized that she closes him out of so much. She would never share the details of her work with him, but this felt like a small piece of herself that she could share.

'You know what? You're right," Olivia says, and turns her body so she could look at him, "I am sad, Noah. Today I had to say goodbye to an old friend."

"Are they moving far away?" He asks.

"No, sweetie, he's not."

"Is he going to jail? Is he a bad guy?"

Olivia loved that even as he got older, he still thought of her job as good guys and bad guys. He hadn't yet learned that there were a hundred shades of grey in this world, but he was close. "No, Noah, he's a good guy. Maybe one of the best there is." Her words were more melancholy than she'd anticipated.

Noah sits up on his knees now, wanting to meet her at eye level, the way he did when he was very serious. "So then why do you have to say goodbye to him?"

She smiles, in spite of herself. Noah has such a curious mind, and she loves that about him. She thought about making up some excuse and changing the subject, but something deep within her told her to keep going. "Noah," she says with a sigh, "Sometimes people we care about hurt us very badly. This friend, I knew him a long time ago," she smiles and ruffles his curls, "even before I knew you." Noah giggles a little. "He did something that really hurt me."

"Did he say he was sorry?" Noah asks.

Olivia smiles faintly, "He did. And I think he meant it. But sometimes…" she trails off, searching for words, "Sometimes even if someone Is sorry, it doesn't mean that it doesn't still hurt."

Noah looks away and he bites his bottom lip, as if he's working out a particularly tough math problem. "My teacher says that even good people do bad things sometimes," he says finally, his eyes still searching for the rest of his thought, "The important thing is that they don't do it again. Do you think he's going to do it again?"

Olivia's heart skips a beat. Every day this beautiful boy who had ultimately saved her life, managed to surprise her. "I don't know honey. I guess a part of me is afraid he will, and it will hurt all over again."

Noah smiles, triumphant, proud that he seemed to be asking the right questions. "But how will you know if you say goodbye now?"

At that, Olivia was silent, acutely aware of the tears at the corners of her eyes. All she could do was admire this amazing person sitting in front of her. She finally answers, "I guess I don't."

"So if it makes you sad to say goodbye to him, maybe you shouldn't yet." Satisfied, Noah turns and snuggles into her again. After a long moment, Noah turns, mouth full of popcorn, "You catch bad guys every day, right mom?"

"Mmhm," Olivia murmurs, stroking his hair

"Well, then you know the difference between a good guy and a bad guy. So if you think your friend is a good guy, he probably is."

Finally, Olivia feels a few stray tears roll down her cheeks into her son's curls. A combination of pride, love, and relief washes over her. She never expected the answer to her biggest question to come from this sweet, sunny boy. "When did you get so big and smart?" She asked, giving him an extra squeeze.

Noah shrugs in her arms, "Sometimes grown up problems are easy," he says with a smile.

"Oh yeah," Olivia asked, moving the popcorn from his lap, a smile across her face.

Knowing what's coming, Noah tries to run, but she catches him around the waist, pulling him back.

"No!" Noah giggles as Olivia tickles his rib cage. Olivia laughs with her whole heart, and he turns onto his back and kicks at her with bare feet. She tickles his stomach, his neck, his toes until they're both out of breath. Then she pulls him close and squeezes him tightly.

"You are the most amazing boy in the world, you know that?" She whispers, clinging to him for an extra moment.

Noah settles into her again, "You have to say that because you're my mom."

"Maybe," she says quietly, resting her head on his, "But there's no other person in this entire world I'd want on my team."

Noah smiles up at her, "Me too."

After tucking a sleepy Noah into bed, Olivia pads softly through her apartment, turning off the lights and bringing the empty popcorn bowl to the kitchen. In the dark quiet of her home, she leans back against the counter and sighs heavily. Her mind is cluttered, thoughts bouncing around with nowhere to land. Had she done the right thing? All she wanted was to protect herself and her son. When Elliot left, she had fallen apart; she felt constantly distracted, angry, sad, and closed herself off from the world outside of work. It was ok then, she only had herself to think about. But now, if she let herself get close to Elliot again, if she let Noah get to know him, and he ran, well, she couldn't afford to lose herself a second time.

Still, something was pulling at her thoughts, something that the logical side of her brain was trying with all its might to keep out, something that her conversation with Noah had brought to the surface. Was she being unfair? Was she shutting Elliot out before he had a chance to prove himself? Was it going to be more painful for her knowing Elliot is so close and not allowing herself to be around him? Olivia runs her hand through her hair and pushes off from the counter, determinedly heading to her bedroom.

Opening her closet door, she pulls down a small box from a high shelf, and brings it to her bed. She tucks her legs beneath her and exhales, staring down at the decorative little box where she keeps the pieces of her past- the last birthday card from her mother, a plane ticket to Paris, some newspaper clippings, a program from a Broadway show. She lifts the lid slowly, knowing what her eyes would meet as soon as she looked down- the one picture of herself and her former partner she'd kept after he left. In that first year without him, she'd kept the picture close and visited it often. As the years passed and the pain faded, it moved from her nightstand, to her drawer, and finally to this box high in her closet, only taken down on her darkest days, It had been a year at least since she'd looked at it, and now it stared up at her, causing her breath to catch.

She couldn't remember who had taken it, but the photographer had captured them in a candid moment. Olivia's mouth was open in laughter, Elliot's smile sly and playful, no doubt proud of whatever he'd said to make her laugh. His eyes were on her, sparkling with mischief. To an outsider, it would look like the photographer had snapped the photo at the wrong moment, but to Olivia, it was perfect. It was who they were when they were together. She had yet to find a photo of herself where she looked quite as happy. Taking a few quiet moments to study every detail of the old photo, she allows herself to be that young and happy again, to experience the way he used to make her feel. Appreciated. Cared for. Safe. Despite herself and all of her logical thinking, she wants that again. She needs it.

Suddenly, overwhelmingly tired, Olivia gently places the photo back in the box, replacing the lid, and walking it back to her closet. Then, at the last moment, she removes the picture and props it on her nightstand. Settling into bed, she turns off the lamp, waiting for her eyes to adjust to the dark, so she can take in his face one more time before falling asleep.

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