Serena saw Elizabeth Rodgers nursing a drink at the end of the bar and decided to try to cheer up the beautiful redhead. Who knew maybe she might even get up the courage to tell Elizabeth how she felt about her, but then again maybe not, it wouldn't be fair to make a pass at her on the rebound.

"Looks like you need some company," Serena said.

"Why do you say that?" Elizabeth said as she took a sip of her drink.

"Don't they say misery loves company?" Serena asked with a bit of a smirk. Serena got the bartender's attention and ordered a white wine and a refill for Elizabeth.

"I look that bad?' Rodgers asked. Serena shrugged.

"So who's the guy and what did he do or what didn't he do?" Serena asked.

"What makes you think I'm miserable because of a guy?" Rodgers asked.

Serena gave Rodgers her best prosecutorial raised eyebrow.

"OK, OK, so I am miserable over a guy. It's just I screwed up. I had this perfectly acceptable arrangement with this great guy. He's charming, funny, an excellent dancer, great kisser and he's fantastic in bed," Rodgers said.

"So what's the problem?" Serena asked, thinking she'd be jealous if she were straight.

"Well, we had an agreement. We were just supposed to be, you know, 'fuck buddies', but this evening, I told Lennie that I loved him. I don't know why I said it. The words came out of my mouth before I could call them back. He didn't say anything, he just stood there with this look of shock on his face and I just ran out," Elizabeth explained all in a rush.

"Lennie, as in Lennie Briscoe?" Serena asked somewhat surprised.

"Yeah," Elizabeth nodded sadly, then sighed, "God, it's going to be so hard to work with him now," she added.

"You'll both get over it eventually, I'm sure. In the mean time you'll just be a little awkward around each other, but you're both professionals you'll deal with it," Serena said trying to console her.

"I suppose your right," Elizabeth agreed.

Lennie looked in what was the fourth bar he'd visited that night trying to find Beth. He'd been so stunned when she said she loved him that he'd stood practically rooted to his living room floor for several minutes. He felt he should talk to her sooner rather than later, and get things straightened out between them. He wasn't sure how deep his feelings for her ran, but he was pretty sure that he shouldn't have agreed to the "arrangement", he couldn't be casual about their affair and he knew that going in. He had lied to her and to himself and now she was getting hurt for his mistake. He saw her sitting at the corner of the bar nursing a drink with Serena Southerlyn.

'Oh no,' Lennie thought to himself, 'now if I want to talk to Beth I have to deal with Serena, this is great!'

Lennie walked over to the two women.

"Excuse me Serena, I'd like to speak with Beth alone if you don't mind," Lennie said.

"Are you OK with that?" Serena asked Rodgers.

Rodgers looked up at Lennie and she couldn't see any real signs of anger in his face so she looked at Serena and said, "Yes, Serena I'm fine."

"Beth, let's go sit over in that booth," Lennie said taking Rodgers by the elbow and leading her towards a booth in a quiet corner of the bar.

Rodgers looked at the table, her hands, his hands, anywhere but Lennie's face. She was afraid of what she might see there - disappointment, pity. She started to cry.

"Hey, don't do that," Lennie said. He took her chin in his hand and lifted her face, forcing her to look him in the eye. He gently wiped away her tears.

"I'm sorry I froze earlier when you said what you did. It took me by surprise. It's been a long time since anyone has said those words to me. Guess it took a while for my old brain to process them. And I guess I thought with this stupid arrangement we had that, well, we weren't going to go there," before he could finish his thought she interrupted him.

"I know Lennie, I'm sorry. I couldn't help it the words just sort of fell out of my mouth. It's like that old Sinatra song. You know, the one that says 'And then I go and spoil it all by saying something stupid like I love you'," Rodgers quoted.

"Yeah, I know the one. But it's not stupid. I'm the one who was stupid to agree to this idea of 'fuck buddies'. I can't do that. Not with a woman like you. I just can't be intimate with you and then pretend that I'm not developing feelings for you. I can't say that I'm in love with you right now, but I also can't say that I won't be in love you in the near future. Damn, this is all too confusing for an old guy like me," Lennie complained.

"Oh Lennie, " Rodger said as she reached out her hand and twined it with his.

"Look, I don't know where we go from here. At the very least, I don't want to lose you as a friend. Let's take a few steps back, maybe we could just go on a few dates and not end up in the sack, OK?" Lennie proposed.

"OK, but I think maybe you're getting the raw end of this deal though," Rodgers agreed.

"Well, yeah maybe I am, who knows tomorrow I may try to renegotiate a better deal," he said with his usual charming laugh.

As Lennie leaned in for a kiss, Serena sighed, so much for her dreams.