A/N: I think 5-ish more chapters on this. I have three loose ends to tie up! For now, enjoy some pain fluff.


Elliot had seen Olivia in many different moods and situations over the past 16 years. But he can't think of one that was more terrifying than this.

By the time he'd gotten to her in the hospital after Lewis, she'd been upset but composed. Even after some of her worst nightmares, she'd been afraid but rational. He still didn't know what happened today but Olivia was broken in a way he'd never seen her before and it terrified him. When he'd gotten them into the apartment she'd collapsed on the couch and curled into herself. He came to sit next to her and she curled into him, but she didn't speak. She sobbed uncontrollably for over 45 minutes and it was tearing his heart out. All he could do was hold her close, stroke her back and shoulders the way he knew she liked, and whisper how much he loved her.

"Olivia, I want to know what has you so upset," he asked as she seemed to calm down a bit. "Something at work? Something with Lindstrom."

"I don't know if I can tell you," she said with a shaky breath. "Don't know if I can get through it without…"

"We have time," Elliot said. "No need to rush through it."

She reached up to wipe away some of the tears on her cheeks.

"Last weekend, when Eli was here, I realized I was late," she started.

Elliot almost asked "late for what." But luckily he caught on before he made that stupid mistake. A teenage pregnancy, three daughters, and a 30-plus-year marriage made him realize exactly what late meant.

"I'm normally right on schedule, but I haven't been on birth control in over a year," she said. "I just didn't think I needed it at this stage in my life."

The room started to spin a little for Elliot. Olivia was pregnant. And it wasn't that he wasn't excited about it, to have another kid closer to Eli's age. But hell, he just turned 48. Liv was well over 40 and that would mean so many risks for her and for a baby. But he had to let her get her feelings about it out first before he jumped to any conclusions.

"But with Eli here, I thought about what it might be like to have a little one running around all the time," Olivia said. "And I started to dream. And that was my first mistake."

Her first mistake?

"I got a test when I went out to get him that special cereal on Sunday Morning," she said. "And I took it and it was negative."

Elliot didn't know whether to be relieved or upset. They were probably way too old to be parents to an infant now, but there was still a little pang in his heart knowing Olivia wasn't carrying their baby when seconds ago he thought she was.

"Crying at Simba's birth when we watched the Lion King with him on Monday night makes a lot more sense now," Elliot said. "Why didn't you tell me you took a test?"

"It was negative," she said. "So there wasn't anything to tell. Plus, I just… I couldn't get the daydreams out of my head. Women get false negative tests sometimes, right?"

Elliot supposed that was true. Kathy never did, but how many millions of women were in the world?

"So after therapy today I ran to Duane Reade and grabbed another, just to be sure," she said. "I went to this little hippie coffee shop to take the test before going back to the house because I figured nobody would know me there. And Tucker was buying a damn cup when I walked in."

"That's why he brought you home," Elliot said.

"I tried to get around it, but he was snooping, like a cop or something," she said. "So he waited outside while I took the test."

Elliot tried not to get jealous in the moment, picturing Tucker on the other side of the bathroom door counting the seconds with Olivia. A moment that should have been his, been theirs. It seemed like Tucker was in too many of those moments these days and Elliot was nowhere to be found.

"I just… I thought for a minute that window wasn't closed," Olivia said. "That I would get to be a mother. That we would get to have a baby together, with your eyes and hopefully my hairline."

"Hardy har," Elliot said, leaning his head down to rest his cheek against the top of her head.

"But when I realized that I wasn't late because I was pregnant, and probably because I'm starting menopause and that window really is closed… I just…" she said, the sniffling starting again.

"Liv, Honey, you know as Eli grows up he's going to see you like a second Mom," Elliot said. "You saw how happy he was when we told him we were dating like Kathy and Matt. He couldn't wait to get back to school so he could tell all his friends he got a 'Livia' for Christmas."

"I love Eli, you know I do," she said. "But he's yours, and Kathy's. And she has primary custody. It's just not the same thing. It is more than I ever thought I'd have after Calvin but it's just still not the same thing as raising a baby from birth. Come home to them every night. Waking them up for school every morning."

Deep down, Elliot knew she was right. He even noticed the marked changes now being divorced from Kathy. He used to miss out on things in his other kids' lives because of work. Now he simply missed out on things with Eli because they didn't live in the same house.

"I wanted us to have a baby, El," Olivia said. "I didn't know how much I wanted it until I realized it'll never happen."

Elliot pulled her closer. Because sitting here right now, he felt the same way. And it hurt. It ached somewhere inside him, and once again it made him just the tiniest part bitter that he was thankful for Tucker being there for her again when he wasn't so she didn't have to go through that second rejection all alone.

"Have you made a doctor's appointment yet?" Elliot asked. "To check, see if it's really menopause?"

"It's the only explanation," she said.

"Maybe not," Elliot said. "But you won't know unless you get a checkup."

"What other options do you think I have?" she said.

"We could freeze your eggs, any you have left," Elliot said. "If you wanted. Get a surrogate. Look into whatever options they have. If you want a baby, if you want us to have a baby, then I want it too."

"Elliot, you already have five kids," she said, sitting back so she could look at him.

"You're right, and I love them all," he said. "But a baby Benson-Stabler? If you're in, I'm in."

"What happened to 'having kids the old-fashioned way?'" she asked, calling back to that god-awful cryobank case where he kept sticking his foot in his mouth at every turn.

"I would do anything and everything to give you a baby if that's what you want," Elliot said. "But if we're freezing eggs, we're putting them somewhere much safer than the Hudson cryobank."

"Obviously," she said with an eye roll.

Elliot watched as Olivia bit her lip and looked up at him through her lashes.

"We're both on the wrong side of 40," she said. "Are you sure you won't cut and run?"

"From you?" Elliot asked. "Never."

She took a deep breath and squeezed his hand.

"Then I think I want to explore our options," Olivia said.

They'd been dating for three months and had a lot of firsts as a couple since then. But those words made everything finally feel real to Elliot. He hadn't wanted to broach subjects like marriage or (officially) moving in together and scare her off. But a baby was pretty darn permanent. And he wanted nothing more than to be in Olivia's life permanently, for as long as they both shall live.

"Make your appointment," Elliot said. "I'll even come with you if you want. And we'll go from there. But I want you to know I'm in this with you. No matter the hoops or the hurdles, the cost, or the confusion. This feels right."

"It does, doesn't it?" Olivia asked.

"Watching a kid call you Mommy is going to be the best sound I've ever heard," Elliot said, before leaning closer to her ear and dropping his voice to a whisper, even though they were alone. "And watching you be a Mom is going to be such a turn-on."

Olivia smirked and adjusted herself so she was straddling his lap and staring into his eyes.

"Think you'll be able to keep up with me, Daddy," she said in that horrible southern accent. "You are two years closer to 50 than I am."

"Guess I'll have to start spending more time at the gym," he said, lazily unbuttoning her work shirt. "Although I can think of plenty of better ways to get my cardio in.

He heard her sigh as he buried his face between her breasts, and sent up a silent prayer that in any way, he'd make her dreams of becoming a mother a reality… after a quick practice session of course.