A/N… Thanks for the reviews. Sorry for the delay. Once in a while, you just have to scrap a chapter that isn't working. This is a complete re-write. I'm working on an update every couple of weeks.

Quick thanks to Poetif for the support. And to anyone who isn't already hooked on her stories, I highly recommend them!

I know it's been a long build-up, but this is THE turning point for EO. ;) Enjoy!

x x x

It's barely twenty minutes since they lay down for a quick nap when Elliot gets a call. It's Officer Pellz. The cell phone coverage is spotty, but he's able to relay his and Olivia's location.

Pellz picks them up from the visitor's center and drops them off at the motel. They arrive just before 4:00am.

"Check out's at 11:00am. A couple hours sleep is better than nothing," Olivia says to her partner, as the two trudge tiredly up the stairs to rooms 219 and 220 at the end of the hallway. The rooms are directly across the hall from one another.

Their luggage had been left there since just before they went to the bar.

Olivia unlocks her room with the card key, opens the door and enters. The entrance to the bathroom catches her eye as she passes it. There's a temptation to grab a shower before she gets into bed.

She walked through a thick section of woods to get away from James and make her way back to the highway where she found Elliot. She skipped the public showers in the visitor's center because the water was too cold.

She's almost too tired to do anything. But even a five-minute hot shower would be worth the effort.

After grabbing a couple items from her suitcase, she heads for the bathroom.

She adjusts the water to her liking and gets in.

It's exactly what she needs.

She picks up her body wash and bath scrub and starts washing off.

She's just starting to rinse the conditioner out of her hair when the power cuts out. The lights flicker and suddenly it's very dark in the bathroom.

When Officer Pellz picked them up, the radio mentioned that heavy thunderstorms were moving into the area.

She rinses her hair, shuts off the water and gets out. A big stack of wash rags is knocked over while she searches for a towel in the dark. She finally grabs one, dries off and heads out of the bathroom with it wrapped around her.

There's a loud clap of thunder as she exits the bathroom. She startles and bumps into the bed as she passes.

Her luggage sits on top of the set of dresser drawers. Her eyes adjust to the dimness of the room and she makes her way over to her suitcase.

There's a knock at the door. "Hey, Liv…?"

"What is it?" she answers her partner.

"Tornado watch," he replies. "Emergency lights are on in the lobby downstairs and in the staircases."

"Great," she groans, while she stirs through her suitcase for something to put on.

"The manager is asking people to go down to the main lobby."

"I'm not dressed. Just got out of the shower."

"Oh," he responds.

You had to tell me that Liv, Elliot thinks to himself. And now he's picturing her in just a towel.

She quickly dresses in a pair of jeans and a short-sleeve shirt, and grabs a comb to begin straightening her hair. She heads to the door to open it.

There's a little light entering that end of the hallway from the emergency street lights outside.

Elliot's leaning against the door frame. When the door opens, he's greeted with the warm sweet scents of her shower.

"Why do we need to go downstairs?" she asks. "It's not a warning."

He thinks about a reply, but he's distracted.

Her neck, shoulders and the parts of her chest that are not covered by her v-neck t-shirt are still damp from her shower. Light sprays of water flick from her comb as she fixes her hair.

"Maybe because the power's out…?" he suggests. "Safety reasons? Or they're just being extra cautious because of the tornado risk."

"I don't feel like going anywhere. If there's a tornado sighted, they'll sound the sirens."

He nods. "There are a couple more emergency lights on the side of the building that shine into my room. We can wait it out in there."

"Works for me."

A second later, he unlocks the door to his motel room and they walk in. "Grab a spot anywhere," he tells her.

Both rooms are identical. There's a king-sized bed with two night stands on either side, a six-drawer dresser set that sits beside a mini refrigerator, a flat-screen TV on the wall above the dresser and a table and two chairs in the corner beside the window.

It's quiet without the fan or the AC unit running. Aside from the occasional crackle of thunder, the heavy rain on the roof is all they hear.

"I'm warning you...I'll probably fall asleep in the next few minutes," she comments as she walks in.

"In that case, take the bed."

Rather than argue with him, she goes to one side of the bed and sits down. She pulls the key out of her pocket and sets it on the night stand along with her cell phone. She lays her head on the pillow and closes her eyes. "You're welcome to take my room if I fall asleep here."

"The chair's fine, Liv," he replies, taking a seat by the table. His eyes adjust to the dimness of the room.

A minute later, Elliot turns his head and gazes in her direction.

He can still smell the scents from her shower. Sweet, sexy and very enticing.

Just like her.

She has on a light-colored, short-sleeve shirt. His eyes drift lower, finding her breasts, her beautifully-toned stomach, and then her hips. Her jeans accentuate her curves nicely.

A minute or two of just gazing at her body and he starts to feel like a perv... Sure he's checked her out a million times.

And every year she gets more attractive.

He turns his head and looks out the window. The rain seems to be letting up.

In the distance, he sees this tall cloud with a lot of lightning. It looks like someone shining a flashlight at irregular angles. He continues gazing at it because he finds it sort of relaxing.

He doesn't notice Olivia get up from the bed until he sees her reflection in the glass. She grabs her phone off the nightstand, takes a seat in the chair beside him and sets the phone in her lap.

"I thought you'd be asleep..."

"Yeah, me too," she shrugs. "So what's going on?"

"Just lightning."

"Bored?" she teases.

"Levi's right… It's a nice light show. Kind of relaxing too."

He gets up, moves the table out of the way and pushes the curtains back so she can see. Then he opens the window for some air and sits back down.

There's not much room in that corner and she can't see this tall cloud with all the lightning that he's talking about. She scoots closer until the arm of her chair is touching his. Then she pulls her feet up in the chair and tries to get comfortable. Elliot props his feet on the window ledge.

There are cloud-to-ground strikes and cloud-to-cloud strikes that appear to extend across the sky, and the flashes of lightning inside the cloud.

"Levi says all he needs is a good lightning storm and a beer… Not sure I'd want to drive after it. But I could unwind after a long day with something like this. It's hard to see anything like this in the city."

"They're just trying to keep up with the storm," she says.

"They want to see the tornado. Sam and Alexis anyway. Levi said he doesn't care, he's seen plenty."

The arm of the chair is pressing against her side. When she shifts in her seat to make herself more comfortable, he lifts his arm and rests it on the back of her chair.

He leaves the window open, not caring that rain is starting to come in.

The window also forces cooler air in, but Elliot's side is keeping her warm.

Olivia lays her head against his shoulder and drifts to sleep.

x x

She awakens to find Elliot's face just inches from hers.

She's lying in his lap.

One of her hands rests on the arm of the chair, the other on his chest. Her feet and legs are propped on the window ledge beside his.

She has no idea when or how this happened. But Elliot doesn't seem as surprised as she is.

He's watching her. There's trust, familiarity. No inhibition like he's done this with her many times before.

There's lust. She doesn't know what to make of this situation but she has no fears.

He's just Elliot...

Her Elliot.

There's one light on in the entrance way, so the power must be back. The rest of the room is dark.

The air coming in from the window is making her feet a little cold, but she's too distracted to care.

He lifts the bottom of her shirt and touches the exposed skin on her waist and hip with his fingers. He alternates between a light massage and teasing touch. A couple seconds of his touch is making her dizzy.

As if that blue-eyed sex stare wasn't already doing it for her.

His other hand slips under her shirt and bra, finding one of her breasts…

Her heart is racing.

His fingers and palm cover her breast and nipple, forcing all of the exquisite heat and throbbing sensation directly to her center.

He removes his hand from her hip and reaches for the button of her jeans. He silently asks permission with his eyes, she agrees and he unfastens it. The zipper is next.

When he lifts his head and levels those eyes at her again, she meets his lips in a heated kiss, deepening it immediately.

Her hands roam his chest, his shoulders, his neck… She needs to touch him.

She wants his shirt off. She wants everything off.

Elliot's distracted by her kiss for a couple seconds before he resumes his plan.

He works her over with teasing touches on her hips, and her thighs, before slipping a hand under the seam of her panties.

She breaks the kiss when she can no longer focus on anything except what he's doing to her.

He takes the opportunity to push her jeans down her hips to give himself better access. He continues his teasing, even though he knows she's getting close, then he slips his fingers inside her.

He's slow and deliberate with his strokes. She's completely at his mercy.

But she needs all of him... Now.

She needs to feel him. His entire, muscle-toned bare body lying beneath her. Or maybe he's on top of her. Maybe he takes her over the table.

"Elliot…please…" she cries.

He trails the hand he had stroking her breast down to her stomach, her pelvic bone...

She can't wait.

"Please…Elliot….," is spoken in short gasps. Forget complete sentences.

He rubs her clit while continuing to stroke her with his fingers.

She's done. She's gonna come.

"Oh…Elliot… Oh… Oh… OHHHH!"

She bucks against his hand. He's stroking her faster and harder and…

"Ohhhhhh GAAAHHHD ELLLLLLIOOOOOOTTTT!"

x x

She startles awake and lifts her head to meet Elliot's curious eyes.

She's still in her own chair. She fell asleep with her head on his shoulder.

It had been a dream.

And yet her heart continues to race, there's a light sheen of sweat on her forehead, her skin is flushed and there's still a pulsing in her pelvic area.

The rain has ceased for the time being. It's overcast, but signs of daylight appear on the horizon.

The power's still out.

"You sleep okay, Liv?" he asks casually.

"Yeah," she answers breathlessly. "W-was I talking in my sleep?"

"No, but you were restless."

"Sorry."

"What were you dreaming about?"

"N-nothing," she answers quickly.

"You want to go to bed…?"

She startles. "What…?"

He gestures toward it. "I'm sure the bed's more comfortable than the chair."

Damn him for not knowing a thing, but still finding a way to mess with her head.

"Uh… No, I'm fine."

"If you're tired-"

"I'm starting to get hungry…" She gets up from the chair and heads toward his bathroom, needing a minute of privacy. A splash of cold water on her face couldn't hurt.

He picks up his phone to check the time… 5:43am.

"We'll give it another hour or two…" he says, as she walks toward the bathroom. "Something should be open."

x

The tornado watch expires. The severe weather threat is expected to continue through the day, with the greatest risk during the afternoon and early evening.

The power returns shortly before they leave the motel.

They walk about eight blocks to a local restaurant. There's more daylight, but it's still cloudy. Looks like it could start raining again any minute.

"Dreary and overcast," Elliot remarks, glancing up at the sky as they walk.

"Guess you're going to have to keep in touch with Levi if you want to drink beer and watch lightning storms," she teases.

"I'm not coming all the way out here to do that."

"If you're nice, maybe he'll send you some of his storm footage."

He grins as he holds the door to the restaurant open for her. "That's probably how they got roped into all this chasing stuff."

"That would be my guess."

They enter the restaurant, which is rather empty for a weekday morning. The food is nothing spectacular, but it's served quickly and they're both starved.

While at breakfast, they place a call to Cragen. He tells them to sit tight until he has the chance to speak to the chief.

Elliot's eyes casually drift over to the booth next to theirs. A man sits alone with his laptop on the table and a digital camera in his lap. The image on his laptop screen catches Elliot's eye.

It's a large, rope tornado. The man watches a few frames of a tornado video, then pauses and rewinds to watch it again.

He notices Elliot watching the clip, turns his head and smiles back. "Hey."

"You're a storm chaser."

He chuckles. "What gave it away?"

"We saw a couple chasers out today. It's interesting what you guys do."

"Yeah, most think we're nuts. It's just a hobby. There are worse ones out there. Or at least, that's what I tell myself whenever I get too damn close."

"We sat through one at a restaurant across town last night… That was too damn close," Elliot responds.

"Where were you?" the man asks with piqued interest.

"Only a couple miles from here."

"The south side beast…"

"What?"

"That's what they're calling the big one that swept through South county, then hit Youngstown last night. You got caught in it?"

"It was a beast," Olivia chimes in. She and Elliot exchange a glance.

"Nine people were killed from that twister," he announces with a frown. He turns the monitor for Elliot and Olivia to see. "It was on the ground for fifteen minutes. Looks like an EF-4 based on the damage path and reports. They may up the rating later today, who knows. I grabbed this footage before it rolled into town."

He turns the display back toward himself and after a few clicks of the mouse, he turns it toward them and points at the screen. "And here's the path…"

They scoot toward the edge of the booth for a closer look. There are a couple of red x's in a row that look like they were added to a map to mark the track.

"There's the restaurant, El…" Olivia points to the screen when she locates the road they took to get there.

The man nods and flips back to the video clip of the rope tornado. "This was taken when it was just starting out…"

The tornado starts to widen into a wedge-shape before it disappears behind a clove of trees. "I had to pick up and move after this shot. I didn't try to follow it into town because I knew it would be a mess. I don't like to get in the way of emergency responders either."

"They appreciate that…" Elliot smiles. "She and I are cops. But we're not from around here."

"Yeah, I thought you sounded a little too Brooklyn, NY for this area," he teases. "The name's Matt. I'm from Chicago."

"I'm Elliot, and this is my partner Olivia. I think the chasers we were talking to yesterday were from Illinois... Two guys and a girl. College students."

"Sam, Alexis and Levi…?"

Elliot nods.

"We all know each other."

As they're leaving, Elliot gets up from the booth and turns to Matt. "Well… Nice meeting you."

"You too. Be careful out there. It's supposed to be a nasty day."

"As bad as yesterday?" Olivia asks, getting up from the booth.

"Judging from the models and discussion boards… Could be worse."

x

The rain showers resume after they exit the restaurant. A block and a half later, it gets heavier.

Elliot points toward the overpass about a block ahead and they head toward it quickly.

They're on a paved walkway beside a four-lane highway with a concrete dividing strip in the middle. The overpass is a set of railroad tracks that go over the highway. It's not very wide, but it provides a little shelter. They decide to wait it out for a couple minutes.

There's a drainage area along the walkway where rain water drains from the road. There's flooding in that spot because of the heavy rain, so they're left with just a thin strip of pavement to stand on.

Cars and trucks pass by, splashing mist in their direction.

"Why the hell didn't we bring an umbrella?" Elliot asks.

"I suggested it, you said 'screw it,'" she answers.

"You never listen to me, Liv," he smirks.

"Normally, yes. But not when I'm tired."

When the wind changes direction, they're getting soaked. Elliot notices Olivia shivering and pulls his arms out of his jacket sleeves. He holds one section of the jacket above them to block some of the rain. Another section he holds behind Olivia to shield her from the drafts blowing in from the road.

Elliot gazes out at the traffic. All he sees are brake lights.

"What's going on?" she asks, unable to see beyond Elliot's chest and the corner of his jacket.

"It's very hazy. Traffic is slowing down."

Elliot steps back a little and gives her room to step between himself and the drainage area in front of him. She faces him with only a couple inches between them.

He still has the jacket in his hands to shield them. When he gets tired of holding his arm up, he rests it on her shoulder and back. She doesn't seem to mind. Or maybe she's too tired to notice.

Drivers are pulling onto the shoulder and stopping because of poor visibility and heavy rain.

After a minute of watching rain pour off the ledge of the overpass, she turns her head and looks at Elliot.

He's sort of in a daze. He's obviously tired, but his mind might be engaged elsewhere.

He's standing so close to her.

Those sexy blue eyes send her thoughts to a place she's trying not to go…

She scolds herself a couple times, reminding herself this isn't a dream and nothing like that would ever happen.

She hasn't had one that steamy since her undercover stint in Oregon. Lucky for her, the worst that happened was she piqued the curiosity of the girl in the hospital bed beside her.

Damn those erotic blue eyes and what he did to her in that dream.

She can't help staring.

She could blame it on a lack of sleep, stress, tension from the job…

She's thinking about his lips, his tongue, the stubble on his cheeks…

Elliot shifts his gaze suddenly and catches her staring. "You alright, Liv?"

Before she can offer an unconvincing, 'yeah, fine, El,' he sees it…

Arousal…

From her.

They're standing too close not to notice.

There's a half second pause before his mouth is fully on hers.

She steps toward him, his legs bump the concrete barrier wall which separates them from the two lanes of traffic and he nearly loses his balance.

Not the most romantic spot, but he doesn't care.

He's kissing Olivia Benson… Again.

This time, he's not even sure who started it.

Maybe they both did.

He parts his lips and they deepen the kiss.

Lips, tongues, breaths... This is everything he wanted the last time they kissed.

One of his hands is on her back, the other cups her cheek.

She's got both arms around him and she's quickly losing herself in it.

But somewhere in the back of her mind, there's a loud warning bell going off…

Maybe it's just her own insecurities.

She breaks the kiss and pulls back from him. "W-we should go, El…" she says, sounding out of breath. She lowers her head, glancing away from him so she's not tempted to reach for him again.

She needs time to figure things out.

About the only consolation at that moment is that the rain seems to be letting up.

He doesn't know what to say to her other than..."Okay."

x

Dead silence.

If anything, the rest of walk back seems longer. The storm appears to have lifted, but light rain showers continue.

He ponders what she's thinking, but he already has a few ideas.

She's embarrassed. She's tense. She's going to pull that mask of hers on and go about her day.

By the time they enter the motel lobby, he's convinced himself that a brief apology is better than allowing the awkwardness to drag on.

"Hey Liv…?"

"Yeah?"

Before he speaks, they're interrupted by her cell phone ringing. She answers when she sees it's Cragen.

"Hi Captain, what's up?"

He instructs them to stay put for another day. The feds think it's best for Elliot and Olivia to stay on the case. Agents Kim and Rove in the Pittsburgh office will contact them later this morning. They'll be bringing a back-up team.

She relays the information to Elliot and they reserve their rooms for another day at the front desk. Then they head upstairs.

Without another word, Olivia enters her room and closes the door.

He stares at her closed door for about a minute and a half, debating whether or not to knock.

He gives up and goes back to his room.

x

She wakes after an hour nap.

She's still groggy but she's not sure she could fall back to sleep, so she gets out of bed.

She's relieved to have the power back on. She flips through the news channels and it's all storm coverage and the severe weather threat for today. She finally turns the TV off.

There's nothing to distract her from thinking about Elliot…

She doesn't know what to say to him. Maybe they should have talked, but she needed time to think.

She doesn't want another wall to go up between them. She pulls on her shoes, grabs her room key and goes to knock on his door.

There's no answer.

She knocks again. "Elliot…?"

Another minute passes. No answer. She leans toward the door, listening for the sound of water running in case he's in the shower.

She hears nothing.

Maybe he went downstairs. Maybe he saw a coffee shop and went for more coffee.

Olivia wanders back into her room, picks up her phone and sends a text message…

El, where are you? -Liv

She lays down on the bed trying to engage her mind in other things, but it's useless.

Thirty minutes pass with no reply from him.

She gets up and washes her face, then turns on the TV and tries to distract herself with some cooking show.

She thinks back to their kiss and wonders what could be going through his mind.

They obviously have some things to figure out.

Another thirty minutes pass.

The knot in her stomach is tightening.

What if he regrets it? What if they made things worse?

She blames herself for this one.

She's not going to lie, it was a damn good kiss…

She doesn't want to lose him.

'You're the longest relationship I've ever had with a man...'

About twenty minutes later, she hears someone out in the hallway. She opens the door and sees him standing at his door. He swipes the lock with his card and opens it.

"Elliot!" She steps out of her room, but leaves the door propped open with her heel.

He turns around, meeting her displeased glare.

"What?"

"Where were you?"

"Picking up the Crown Vic. They fixed the tires. It's about two and a half miles. I walked. I needed some air," he answers simply.

No smile. She sees the familiar, hard-edge Stabler expression. Tired eyes. Maybe an extra crease above his brow that wasn't there during breakfast.

"I texted you… Why didn't you reply?"

He shrugs. "Forgot my phone."

She furrows her brows. "Since when?"

The door handle is in his palm. He releases it, but it doesn't close completely.

"Sorry… I guess I messed up."

"Yeah, you did!"

He's not in the mood. "Liv…"

"James is still out there and I didn't know where you were. If you want to avoid me, that's your choice! But don't ever leave your phone again! We're partners!"

"I said, I'm sorry! But that's not really why you're pissed at me…" he folds his arms and takes a couple steps toward her accusingly, "…is it?"

Her tone sounded more harsh than she intends. She's trying not to let the gamut of emotions interfere with simple conversation. She takes a deep breath and releases it slowly. "The feds will be here. Cragen might try to call. We'll sit tight until we hear something," she says dismissing his question.

She turns quickly and starts to re-enter her room, but as she moves her foot, the door accidentally closes and locks.

She reaches into her pockets but remembers leaving the key on her night stand.

She's locked out.

Shit.

He closes the distance between them. "You said… 'If I want to avoid you, that's my choice.' Anything else you want to say to me?"

"No."

"Liv…" He puts a hand on her shoulder and turns her around to face him.

She won't look him in the eye.

She wanted to have a conversation about what happened earlier, but not when it already feels like it's headed south.

He softens his tone when he sees her retreating. "What did you mean?"

"Nothing!" She turns and starts down the hallway.

He follows, stopping her again with a hand on her shoulder. "Where are you going?"

"The front desk. I'm locked out."

"Liv, wait…"

"What?"

"Unless you have to get back in your room for something urgent…don't run."

"Why not? You did…" she charges back.

"I'm sorry." He holds eye contact and tries to put as much sincerity in his words and expression as he can.

He has her cornered with her back against the wall in the hallway. He doesn't want her to feel trapped, so he turns at an angle and leans his shoulder against the wall. He remains close beside her.

To his relief, she doesn't try to leave.

"Please talk to me," he pleads softly. He doesn't know how to begin the conversation.

She bites her lip and peers back at him nervously. "I don't know what to say."

He doesn't notice any resentment from her and that's probably the best he could hope for.

"I was hoping one of us did…" he smiles shyly.

When he senses it's okay, he lifts his hand and lightly touches her cheek. He watches her for any sign she doesn't approve but he doesn't see any.

"I'm sorry that I hurt you, Liv…"

"I know," she responds.

Leaving his phone was a little deliberate. He was a block away when he realized it was still sitting on his night stand.

If her name came up on his phone, if he answered and heard her voice, he'd start thinking about how she pulled away from him. He saw the look in her eyes and thought it might be regret.

She'd find a way to put distance between them when they got back to New York, and he didn't know how he was going to handle it.

"Are we okay?"

"Yeah."

He can't explain what he's feeling. He's been a jerk to her. He doesn't deserve this many second chances.

"And on top of everything else...," he continues, "...we end up... Well, I'm not going to lie. I liked it."

She blushes and smiles.

"Liv… What are we supposed to do here... I—"

"Shut up and kiss me."

His mouth crashes into hers.

TBC…