Peter pushes away from her lips quickly... "woah, Liv, what are you doing?"

...

They sit down on the couch across from each other and he looks at her, obvious concern in his eyes, "just be straight with me... are you ok?"

"I don't know," she whispers, "it felt like that was what we do... it felt normal."

She looks at him, "honestly I'm a little embarrassed."

He returns the eye contact and chuckles, "there is no need to be embarrassed..."

He continues, "Do you want me to stay, make sure you're alright?"

"No. Peter, I'm tired...I really think it's just the effects of Westfield"

"Are you sure?" He asks with too much concern in his voice.

"Yes, honestly I'd really like to be alone right now."

He stands hesitantly to walk to the door; she follows, keeping space between them.

"Call me if you need anything, ok?"

"I will," she says with a small smile.

She shuts the door, turns her back to it and sinks down to sit on the floor. Her knees at her chest, elbows resting on top of them and her hands rubbing circles on her temples. She closes her eyes and unfamiliar memories flash before her eyes. Memories of her own life, but they are memories of things she has never experienced.

...

Peter hears the door latch shut, and turns to walk away. He's pushing down the sinking feeling that he shouldn't actually leave her alone, but if there is one thing Olivia is good at, it's being determined. Well... and kicking him out of her apartment.

He thinks back to the last time he got kicked out of her apartment, after she returned from the other side. That felt like a lifetime ago to him, and here he was still standing on the wrong side of her door a year later, feeling incredibly far away from her. He's physically in the same place now, and he still feels incredibly far from her, blocked by the mahogany door and the golden 2A that is staring him down. But back then, he was struggling to simply be with her - to get through to her - to just talk with her. He thought she was lost forever; he thought they might not make it; he thought nothing would be harder for them... I mean, how could it be? It's not every day you sleep with a doppelganger of your girlfriend and don't notice for weeks.

He takes a breath, trying to steady himself. He doesn't know if he'll ever heal from this torture of being stuck with a version of Olivia that doesn't want to be with him. He's lived though that once before and he has no intention of living that again. So now, here he is having the wrong version (again) of the love of his life kiss him. This was going to be pretty hard to figure out...

And it's almost worse, this time, because now he knows what it's like to be with her. He knows how perfect they are together. And he can see it in her. And she kissed him... Stop.

He closes his eyes tightly, pushing that thought out of his head. He punishes himself for letting his brain go down that path. He needs to stop his mind from wandering and just keep reminding himself that his Olivia is out there, waiting for him, a timeline away. All he has to do is get home to her.

He starts walking toward the stairwell door, and then suddenly turns back, as if his body wouldn't let him actually leave. He begins retracing his steps back to her door as he thinks through his current situation. Pacing at the thought of his Olivia, a universe away, and the fact that this Olivia just kissed him. And got Damiano's? The more he thought about it the more confused he was.

Soon he had paced between the stairwell and the door about a hundred times, and over thought about as much as any man could overthink a situation. On his last lap toward the stairwell he convinced his muscles to reach for the door handle to begin his journey home - to his empty bed. A pit dropped in his stomach as he thought about trying to fall asleep tonight. No late night Walter musings, no Olivia to make him smile before they say goodnight, and mostly, all the time and space to think about her kissing him tonight... over... and over... and over again.

He pulls the door open and starts walking through to the stairwell when suddenly he hears a voice that freezes every muscle in his body, "Peter?" she asks.

His back to her, he thinks he might be imagining it. He was really going to kick himself really if he surrenders to the cruelty of his own mind and turns around only to find she isn't actually there.

But then, he hears it again, "Peter," this time more solemn.

He turns quickly, to see Olivia's apartment door open, her head peeking around the corner and her hand on the flat side of the door that usually falls flush within the frame. Her fingers are dancing nervously on the latch, pushing it in and out of the door, oddly fascinated by the retraction of this small piece of metal that holds the entire door in place.

He takes one step toward her, then stops, "Liv?" A hint (read: avalanche) of concern in his voice. He doesn't want her to know what he's been thinking about, pacing in the hallway outside her apartment, procrastinating leaving. As he looks over toward her, he quickly realizes she is, of course, in the same position as him, completely unable to speak her mind.

She simply plays with the door handle now, twisting it one way and then another so the latch disappears into the door once again. If he knew Olivia, and he did, well at least a version of her in another timeline, he would bet his life that her plan was to open the door and call him, and then just stand there until he took the lead.

Always ready to walk straight into the fire, but not necessarily prepared for the consequences. Something she does often in her job, which makes him less than happy most of the time. He comes to terms with the fact that she is not going to initiate this conversation, or openly tell him what is on her mind.

He starts walking back toward her, reminding himself he was only concerned for her safety - because his Olivia was waiting for him and he needed to get back to her. She looks up cautiously, fingers still toying with the door knob, almost afraid of what she is going to see in his eyes as he comes nearer. Fear..? Concern..? Love..? Her mind races as she holds herself steady against the door, trying not to let his closeness affect her physically.

He gets about two feet away from her and stops cautiously, gently asking, "Liv, what's wrong?"

"I.. uh.. don't know." she says, lowering her eyes as her voice shakes

. Then, she makes eye contact again and looks at him inquisitively, "you hadn't left yet?"

He shrugs, trying not to make a big deal out of it, "yeah... no, I was.. worried," he says hesitantly, not sure if he is allowed to be worried about her, really.

"Can we just sit? Inside.. for a minute?" she asks, unwilling to admit just how much it affected her when he left.

His eyebrows actually raise in surprise, and he has to wipe the look of shock off his face before she reads into it, "uh, yeah. Sure."

He gives her a reassuring smile and takes another step toward her, grabbing the side of the door with his long arm stretched over her head and pulling it all the way open so she can fit through the doorway. He follows her to the living room.

She smiles slightly at his not-so-subtle reaction to her invitation inside and feels more at peace with the universe(s) than she has in a while - strangely due to his presence, which has never been the case before.

He turns to her, "what?" he asks.

He follows her to the couch and she looks back to answer him, "nothing... you're just," she smiles and tries to hide it, "you're just.. I don't know.. just... never mind," she says shyly.

She sits on the couch and he settles opposite her on the living room chair. She stares at him openly, studying his face closely.

"Liv?" he asks. "I feel like I'm about to be interrogated." His tone was all too serious for her.

She laughs in response, "No... no. That's not it."

She continues studying him, moving onto his body, measuring him up to some scale in her head that she is not sure even existed before this moment.

He breaks the silence and awkwardness of her stare, again, "so then... what?"

She blinks back into focus and meets his eyes with a soft smile, making him feel more comforted than he has been in the entire 10 weeks he has been back.

Chills run down his spine as he feels eerily familiar with that look on her face. "I.. I uh... don't really know how to say this," she admits.

"What, Liv?" he asks, no longer trying to hide the very real fear in his voice, "you're scaring me, what's wrong? Do I need to call Walter?" He asks quickly.

She tries to move past that question without chuckling, but doesn't quite succeed.

"Liv, seriously... Why are you laughing?"

"Peter," she says, finally in a serious tone, "just promise me you will not call Walter, ok?"

He looks at her, still not convinced.

She reiterates the seriousness of her point, asking for verbal agreement "Ok?"

"Ok, yes, Liv... yes I promise," he says hesitantly.

"And you won't freak out?" She asks, still skeptical.

"No. I won't" he says sternly, "now would you just tell me?"

She looks down at his feet, pauses, and then says quietly... "I think I know you."

...

He looks at her, confused. "What...?" he asks, again with too much concern in his voice. She looks up again as he continues questioning her statement, "of course you know me Liv, we've been working together for 3 months."

"No, Peter," she continues, "I think I know you," she waits for him to respond but he doesn't, so she continues, "I think I've known you for 3 years."

All color drains from his face, his eyes go wide and his jaw falls open, but only slightly. He is frozen in this stupor, just staring at her. She reacts in the last way he would predict or want at this moment: she starts laughing.

...

He still can't move, can't comprehend, can't respond. He tries to say something, but nothing comes out of his throat. He opens his mouth again to start speaking, then closes it and goes back into deep thought, which just makes her laugh even harder.

Finally, he gets words to tumble out of him, "Liv? What do you mean... what the..." he stands from his armchair and turns away from her to interlock his fingers, placing his hands on his head, "fuck..."

He starts pacing, just like he was doing in the hall, but this time there is much more stress in each step he takes. On his first lap of the living room, he looks back at her, his hands still on top of his head and his face still white. She is simply looking at him with the most familiar smile on her face. It's something that he would typically call comforting, but at this moment, that is the last word he would use to describe it.

He takes his hands off his head, shrugs his shoulders and lifts his arms in a questioning movement, "what... how...?" he asks. Before she can respond, he cuts her off again, "that's not possible," and turns around to start pacing again.

She snickers at his back and he says loudly to the wall in front of him, "This is not funny, Liv." He turns around and she is still sitting there, just looking at him, smiling.

"Liv... what? Stop!" he says as seriously as he can, trying to intend that there would be consequences if she didn't. But she could never see him that way - threatening - because all of these memories and emotions are flooding through her brain and she simply can't believe she is with him again. But each memory is only a sketch, an outline. She can't remember any details, and barely remembers seeing him there, floating in her mind. But she knows he was there. She knows he was there with her.

As if he could read her mind, he responds, "Liv, no. We can't... I was... I was erased from this timeline. I don't belong here."

She shrugs her shoulders casually and finally speaks, "And what if that's not true..."

He is taken aback by her comment, eyebrows raised he responds, "Yes. Yes, we do know that... I am trying to go back to my own timeline... where I exist. We all agreed.. even Walter," he turns around, pacing again, "even fucking Walter," he mumbles.

He turns around at the wall and makes his way back to her, "Why are you so calm? How are you not freaking out?" he asks genuinely, but there is a hint of accusation in his voice.

She looks at him and with far too much confidence says, "It just feels right. It feels normal. I don't know why... but it does."

He doesn't stop pacing so she continues, "I just feel like I know you, ok? I know you very well and I was laughing because all of these reactions you're having, are familiar... and predictable... like I know you and would expect you to do that. To freak out and get all... this" she motions at him as he turns to walk back toward her. He stops pacing and stands about two feet away from her as she admits these words.

He is frozen in place and cannot fathom what to do next, so she starts, "Look... Peter, can we just talk about this... calmly?"

She takes a step toward him and reaches out her hand. He immediately steps back, as if she is contagious with some deadly fringe-like disease.

Her heart sinks and she looks at him, pleading with her eyes, "you said you wouldn't freak out..."

He exhales deeply and closes his eyes, ashamed of his physical response to her, "Liv," he clears his throat, looking at her once again, "Olivia," he corrects himself, trying to sound more formal, "I don't know what there is to talk about... I think we need to tell Walter."

"God, how did I know you would say that?" she says with a mixture of exasperation and laughter, shaking her head, "It's almost like I know you, Peter!" she adds, trying to prove her point.

He stares at her blankly. She moves to sit on the couch again because she does not have the energy to manage all the emerging and swirling emotion in her mind AND have to convince him that it is actually all true. She places her elbows on her knees and rests her forehead in her hands, just like she had done when she first closed the door on him and sank to the floor.

She needs to figure out what to do. Because clearly he cannot handle this, and she will be frustrated, miserable, and honestly mad if she has to continue feeling this way - about him - and not have him there to help her figure it out. But, she admits to herself, she doesn't know exactly why she feels this way about him, or what the feeling is. Which is exactly why she needs to talk it through with him - he is the only one who can help her right now.

She is pulled out of her own thoughts when she feels the couch sag next to her. She opens her eyes, head still down, and she can see his thigh a foot away from her, parallel to her own.

"I don't know what you want me to say," he tells her quietly. He sounds defeated. She is the most cruel temptation in the world; he is fighting with his inner demons to even allow himself to think about her in that way.

She looks up, turning her head and meeting his eyes, "I... I just want you to listen."

"Ok..?" she asks shyly.

He nods his head, "ok."

She sits up onto the couch and turns, shifting her back to lean against the hard armrest. She pulls her knees into her chest and wraps her arms around them. She is fully facing him now, but still only staring down at his thighs because she cannot make eye contact, "I just don't know what's real.. ok? I just... I just need you to tell me what is real. Because all of a sudden I have this feeling of familiarity... with you.. but I can't pinpoint the specific memories as to where that came from... why you feel so familiar."

He winces at the thought of her having memories of his Olivia and what kind of position that would put him in. Who would even have the right answer in this situation... no one? You can't really google 'woman has memories of alternate timeline versions of herself.'

She can sense his reaction, so she just starts talking without his permission, "It's like the Damiano's thing, I would have never known to get dinner unless we had talked about it. Like hearing about it triggered something in my mind and all of a sudden it became auto-pilot. It felt normal. It felt like what I was supposed to do. But I don't have any memories of us going to Damianos together... not that I can remember."

He starts turning his head to make eye contact, and for the first time she sees the real Peter in his eyes. He looks so vulnerable, in pain, and longing for companionship. But she can tell he is fighting all of that, because there is no way this can be right. Everything in life is hard for them, why should they be together now?

He starts slowly, "ok... why don't you just tell me what you remember... from the beginning?"

He got the words out, but his palms are sweating, heart rate escalating, and his stomach is turning in knots. And he knows she can read right through him.

"I don't know, Peter... maybe you're right. Maybe I'm just going crazy," she puts her palm to her forehead and presses her hair back away from her face, "I can't remember the specifics when you put me on the spot."

He looks at her calmly now, "that's ok. Just take your time... think about it for a bit," and for the first time that night, he smiles at her. God she missed that. And she doesn't even know why.

"Um, I remember you being in Boston three years ago. And I remember not liking you very much," she chuckles, releasing some of the tension in the air.

"Ouch," he says sarcastically, "really starting on a good note here, huh?" he asks.

"Well you were a pain in the ass," she smiles, "That is something I do remember. But I don't remember the specifics. I just have these overarching familiarities about you," she finishes.

"Like what?" he asks.

"Well, you and Walter were very different. You helped him in a way that I couldn't.. not in this timeline," her chin is resting on top of her knees as she continues to hug them, "And then I just remember feeling safe... around you. Like someone was actually the human version of the voice in my head that says 'take care of yourself,' which of course, I constantly ignore."

He smiles lightly but still looks ahead, not turning to meet her gaze. She takes that as a sign to continue, even though he didn't look at her, "and then I remember us being partners... but it wasn't like Charlie, it was different..." she pauses, gathering her thoughts, "because, I think..." she clearly hesitates to finish the sentence, which piques his curiosity so he looks over at her, finally making eye contact, "because... it was something more," they stare at each other, frozen in silence. She opens her mouth, but pauses, "... I um," then she practically whispers, "because... I think I fell in love with you."

Her breath shutters, unsure where all of that came from and slightly embarrassed that it escalated to that level so quickly. But now that she's said it, it feels right. She could see herself being in love with him.

His face is full of relief and mutual admiration, and then as quickly as it came, it goes. He immediately reverts back to fear and skepticism, "what?" he asks a little too harshly.

She just looks at him and shrugs. "I... thought," he shakes his head. "This isn't possible," he continues, "I thought I could do this right now, Liv, but I can't," he picks his hands up, apologizing, "I'm sorry... I know this must be..." he struggles to find the right word, "hard... for you." He knows he didn't give the situation justice, but he continues, "I just can't," he moves to stand up and an overwhelming dread floods her entire body. "I'll tell Walter in the morning... and then we can figure out what to do...about this... and you..." he hesitates, "but, I can't do this.. I can't do this again," and he reaches for the door as he steps closer to it.

"Again?" she asks.

As soon as he hears her voice, his eyes close and his arm falls limp at his side, overwhelmed by memories of the alternate Olivia and her aftermath. He feels acid in the back of his throat thinking about having to explain that to her. He still stands facing the door, "it's complicated, Olivia... I'm sorry" and then reaches for the handle and starts to turn it.

"You said you would stay," she says firmly, trying to hide the hurt in her voice. Trying not to use this as a plea to get him to stay, but let's face it, that's exactly what it is.

He stops turning the handle, but steps closer to the door and places his forehead against the cold wood. He stands there, his hand on the handle, contemplating just about everything he's ever perceived as reality - there are enough what if scenarios going through his brain to crash a genius mind like his own.

He doesn't respond, he just stands there with his forehead against the door, shoulders slouched in shame and defeat.

"Before.. when I kissed you... you said you would stay the night..." she can't hide the fear and hurt in her voice anymore, "to make sure I was ok," and with that last sentence her voice cracks.

He squeezes his eyes shut as tight as he can, and digs his fingernails into his own palm as they wrap around the door handle. He can hear her shaky breaths and he knows that sound all too well. She's crying, which is a rare occurrence, and also happens to be his kryptonite.

"What do you want me to do, Liv?" he asks into the door, shame coursing through his veins and coming out in his voice. He can't look at her because he knows what he will see. And when he sees it, he won't be able to leave her, no matter which version she is.

"Just stay," she pleads, fully crying now, "please don't leave.." she catches her breath with shaky exhales, "please don't leave me, Peter."

His stomach drops and his heart sinks, unable to guard himself from the physical toll she takes on him. She has always affected him so deeply, why should he expect an alternate timeline to be any different?

He releases his hand from the handle cautiously. He pauses, but then slowly turns around to face her. And he was right, as soon as he looked at her he wouldn't be able to leave that apartment for the night, "Ok. I'll stay."

...