AN: Still finding / figuring out just how to get into Fitz's head. Hope you enjoy as much as you possibly can considering the subject matter.

Halloween Night - Fitz

The base was heavy, thick, and loud. It thrummed between Fitz's eardrums, threatening to knock him over. He wanted nothing more than to steal away. The only reason he was at Penelope's for Halloween was to see Olivia. They hadn't spoken since yesterday night, when they'd come close to falling into bed. Thankfully Olivia's roommate Elizabeth had come in. While Fitz wanted nothing more than to take things further with Olivia, he didn't want to rush it and have her regret him. His plan tonight was to find her in the thick of it all and whisk her away. He had a suite booked at the Thimble. It was a risk and a bit of an expensive one, but he wanted Olivia to know he was all in for her.

"Still watching out for Olivia?"

Fitz turned his head to find Jake yelling at him over the music. "Yeah, she said she'd be here by 9:30, it's 10." His eyes moved towards the door once again. It wasn't hard to spot Olivia. There weren't many people in New Haven that looked like her.

"Have a drink and calm down." Jake patted Fitz on the back. "Mellie's here. Go see what's up with her."

A wry smile spread across Fitz's face. Mellie. She was the perfect woman in his parents' book, but hadn't grabbed his attention in the way Olivia had. No matter how long the history between them was. "Nah, she's a little overpowering sometimes. Like black licorice," he joked.

Jake's elbow dug into his left ribs. "You want something black alright and that something just came in. She'd be fun to play with, bud. Not something you marry."

Fitz shoved his friend off and his eyes returned to the party, weaving through the crowd. He spotted her right away, cat ears on her head, wrapped in a three quarter sleeve black shirt that cut at her cleavage and a polka dotted red double hem skirt that cut above her knees. A black cat tail poked off from behind her. He found his way to her, a large smile on his face.

"Hi," he bent low and whispered in her ear. "Wanna dance?" He wanted to do anything but dance.

"Maybe in a minute, I have to find Penny. I'll come find you in a minute, okay?" She

smiled wide.

He offered her up an unintentionally goofy smile. "I'll just be here." He pointed a thumb behind him. She bit her lip and tucked a wave behind her ear and he had to fight the urge to kiss her, right then and there. She was overwhelming in the best way possible. Quiet strength and a commanding force without having to announce herself. He walked away, returning to the table propped up with drinks, including a keg.

"She waved you off, man?" Jake shouted.

"She's gotta go talk to Penelope."

Jake chuckled and Fitz turned back to the crowd, waiting for Olivia.

By the time Olivia rounded back, it was closing in on nearly 11pm. Fitz had yet to move away from the keg and he'd had to wiggle out of Mellie's hold at least three times.

"You look like you could use a drink," Jake handed him a drink and then another. He held them for a moment before setting them down at the table and walking away. Maxwell cooed over the speakers and Olivia's face lit up beneath the dull living room light. She always complained about the music the kids of New Haven listened to, but he'd found this song just for her.

'Cause you were a dream that shouldn't have been…

A fantasy real.

You gave me this beating, baby.

This rhythm inside.

And you made me feel good and feel nice and feel loved,

Give me paradise'

She pivoted in his arms and he held her close, trying to hide just what having her this close did to his body. Olivia truly had no clue what she did to him. As the song fizzled out, morphing into something else, Fitz walked back to the table where he'd left their drinks. Fitz looked at the table to find his drinks gone. He moved to make two more drinks, but stopped short as Jake came into view.

"You left them there," Jake shouted. He handed them over. "There's your girl."

Fitz gave his friend a thank-you nod and met Olivia on the floor. He handed her a drink and then sipped from his own. The music grew louder and Olivia stretched up on her tippy-toes.

"My note - what did you think? Can we—" The rest of Olivia's words cut out beneath the music. Someone bumped into him and Olivia turned on her heels. She walked away, leaving him behind and disappearing in the crowd. He frowned as she went and wondered if he should follow her. That wonder would hang in the air, however, as Mellie came into view.

She was dressed in something close to lingerie with a pair of mouse ears on her head. "Hey, if I didn't know any better, I'd think you were avoiding me," Mellie said. She launched herself into his arms. He held her at bay, one hand on her right shoulder, the other balancing her drink, frowning.

"You would think correct," he said, downing his beer. "I need to go find Olivia."

"Still chasing after her, I see." Mellie took a step closer, leaning in next to Fitz. "You need a real woman."

He shook his head. Mellie was anything if not predictable. He took several steps backwards, but she followed. Suddenly the music felt louder. He turned back towards the drink table, desperately in need of an assist from Jake, but Jake was nowhere to be found. Fitz couldn't hide his disappointment.

"Mellie, we're just — we don't. You and I. Mell, we've had good times together," he shouted, the music even louder. He couldn't think straight. He took several steps away from Mellie, in search of an exit. He found a set of windows, over by the front door and cracked one open. The night air was crisp and he took several breaths. His eyes moved back towards the crowd in search of Olivia once again. And once again, Mellie found him. He blew out a hot breath as she saddled up next to him once again.

She rested a hand on his right arm. "You just said we had good times together. Maybe we can go re-live some of those good times upstairs?"

He let out a sardonic laugh. "I don't think so, Mel. I'm not interested. I'd just be using you. That's not fair."

"What if I want to be used, though?" She looked at him over her lashes.

"Then you might want to have higher standards." He pushed away from the window, eyes scanning the random pockets of people in search of Liv once more. The music seemed to grow louder, too loud. It felt like the radio was in his head now. Bouncing around between his temples. It was too loud. Too hard. He needed to get away. At least until he could find Olivia.

"Fitz, are you okay?" Mellie asked. She had one hand on his upper left arm. "You look like you're going to be sick. How much have you drank?"

He shrugged out of her hold. "Not nearly enough, I'll be—" The room tilted around him slightly. Maybe Olivia was upstairs? "I'm going to go find, Liv." He walked away from Mellie and made his way through the house, to the stairs. He almost fell into the grandfather clock as he finally found the stairs. He started up them, Mellie behind him. "I can walk up the stairs alone, Mel."

"You're swaying, Fitz. I just want to make sure you're okay," she answered.

The stairs seemed miles along but Fitz just kept pushing. He moved sluggish. Forced. Wading through sludge. He reached for a door handle, one of many that lined the hall, but stopped as Mellie's hand closed around his. She pulled his fingers away from the door handle and led him down the hall.

"That's Penelope's father's den, I doubt that Pope's in there," Mellie said. They bumped together as they moved through the hall. Fitz felt his stomach rock and he tried to remember how much he'd had to drink and when he'd last had something to eat. The answers weren't coming, though, and he made it to another door. This time he opened it.

He heard her before he saw her; Olivia. Bathed in warm light. Writhing underneath. . . Jake. Jake. "Please don't stop…" His heart split apart in his chest. The pieces fell to the floor, shattering into dust. Grains of sand.

Jake turned. "The door?" He yelled.

"Shit, sorry. Didn't mean to interrupt you!" Fitz spit out, apologizing. He moved to slam the door shut and ran smack dab into Mellie. The nearly bumped heads and she laughed.

"The door!" Jake shouted again.

Fitz slammed the door behind them. He fell into Mellie.

"Let's find somewhere for you to sit down…"

He wanted to say no. He wanted to walk away from Mellie and kick in the bedroom door; ask Olivia what kind of game she was playing. Ask Jake about the brother code. Except he didn't have the strength. His heart felt hollow and tears gathered in his throat. If only it'd just been the alcohol playing games with him. But it wasn't. He'd heard her and seen them with his own eyes. '

"Let's get you laid down, Fitz."

He didn't bother to fight Mellie; he didn't protest as she moved him away from the door and down the hall, to an empty room.

He couldn't remember falling asleep. The last thing he could remember was finding Olivia in bed with Jake. Clear as day. She'd slept with his best friend. He'd gone in search of her; he'd wasted money on the Thimble Bed and Breakfast. He'd set the night up for them and she'd...she'd slept with his friend.

He felt a body next to his. He turned to see Mellie tucked underneath the blanket next to him. Lifting the blanket, he prepared for the worst. He didn't think he slept with Mellie, but who the hell knew. If Olivia could sleep with Jake…. He was clothed. Fully. So was Mellie. Thankfully. He turned to look out the window, running a hand over his face. Beyond the bedroom, the sky was a dull gray. Just like he felt.

Next to him, Mellie stirred. She sat up, yawning. "You okay, Fitz?"

He cleared his throat. "I'm fine."

"You were sad last night, too. I'm really sorry. I know you liked her," Mellie spoke. She touched his back. Her touch was warm but unwelcomed against his skin. He pulled away. "She knows you and Jake are best friends. I can't believe she'd do that to you."

He stood, wanting to run from the room, but almost immediately fell back down. His head felt like there were rocks inside of it. Paired with the acute, sharp pain bouncing across his chest, he needed a minute. He was coming undone. How could Olivia treat him like this? Out of all the people she could've slept with and she chose his best friend. Fitz hadn't been up front with Jake about how deeply he felt for Olivia. He'd always played it off when Jake asked. Part of the reason why was because he could see the way Jake looked at Olivia and never wanted to create a competition between friends. Another part of the reason why was that he didn't want to jinx any budding relationship he and Olivia might've had. Now it was gone. He didn't want anything to do with her. While Jake didn't know the depth of Fitz's feelings for Liv; Liv knew just how much of a brother Jake was to him.

His hurt moved into anger. Fuck Olivia Pope.

"I told you she was a social climber, bouncing from one sure thing to the next. It's better that you found out now. You would've hated to go down that road with her and she revealed that she'd screwed your sister on your wedding date." Mellie joked.

He turned to look towards the bedroom door. He didn't even know how he was going to go about confronting her and confronting Jake.

Present Day

The flight from D.C to New York was nearly an hour and a half long. He flew a hastily booked red-eye with short notice to the firm. After dropping Karen off with his sister (lord was he a fool for taking a red-eye with a toddler), he made his way to the deluxe, posh Manhattan apartment. He made his way up to the tenth floor. The doorman never even batted an eye at his appearance, simply tilted his head as Fitz walked off the elevator.

He rang the bell, unable to hide his impatience. When the door swung open, he pushed inside. "You're going to tell me everything you know about Halloween, Mellie, or so help me God, I'll ruin every piece of you."