Summary: The first night of Olivia and Noah spending an entire weekend at Elliot's apartment. Kathleen and Bernie catch them all sleeping.

Author's Note: This chapter follows the previous chapters in time, but can be read as a stand alone chapter from the first four. There will be a Part 2.

Also I couldn't find a floor plan for Elliot's apartment and it seems to shift from episode to episode. For purposes of this story, the living room and kitchen are an open space and there is a short hallway that leads to the three bedrooms (Elliot's, Eli's, and Bernie's) and a bathroom.

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Elliot doesn't have to wait too much longer for Olivia and Noah to have a sleepover at his place. It only takes him three weeks of pestering, or explaining his well-thought-out reasons (as he characterized it), to convince Olivia to pack a weekend bag for her and Noah join him and Eli for Friday and Saturday night.

When Olivia and Noah arrived after dinner time on Friday, it was too late to do much more than watch movies and head to bed. But Elliot didn't care. Fin was on call all weekend, and Olivia's last-minute paperwork guaranteed a quiet phone until Monday morning. A little tardiness for two full, uninterrupted days, was a fair trade in his book.

And Elliot was more than happy to have a lazy Friday night because he had a full Saturday planned for them. Tomorrow morning, they were going to get breakfast at Elliot's favorite diner and then hit up a family fun center with go-karts, laser tag, batting cages, and arcade games. And then Kathleen, Richard, and Elizabeth were going to come over and they were going to grill out. It would be an understatement to say that Elliot was excited.

Eli and Noah decided to watch a movie in Eli's room, and Bernie left Olivia and Elliot alone, claiming she had a book on tape that she was invested in. So, they passed the time before bed cuddling on the couch, taking comfort in being physically close, reveling in the excitement of having a whole weekend together, and trading a few PG-rated kisses, knowing full well that they had a houseful of potential interrupters.

Once the movies ended Elliot made the couch up for Noah, adding sheets, blankets, and a pillow. He even plugged in a nightlight in the hallway while Noah was distracted - he didn't want to insult the boy, who often tried to appear more grown up to impress Eli.

"Are you sure you are okay out here?" Olivia asked Noah for what he felt to be the hundredth time.

"Yeeessss mom." Noah's already laying on the couch, iPad in hand, and water on the table.

"Okay, okay." Olivia bends down to kiss his cheek. "You can watch one show and then I want the iPad turned off. We have a lot planned tomorrow so you need to sleep," she adds as she straightens back up.

"I know, you've told me." He grins up at her.

"Don't forget, I'll just be in the other room, so if you need…"

"Mom, I know and I'm fine, I won't need you."

"I know, I know, you're fine, I'm just being a mom, we tend to pester," she winks at him, "love ya."

"G'night."

Elliot wakes a little after three in the morning. Damn Sleepy-Time tea. I don't know how Mama and Liv sleep through the night after drinking that crap.

He's almost back to his bedroom door when he hears something. He peeks into Eli's room, but the teen is sleeping soundly. And he can't see any light under Bernie's door, so it's safe to assume she's also asleep. Then Elliot hears it again, a soft "mom." He hears it a third time as he passes the hallway nightlight, but this time it sounds a little more desperate, fearful.

Elliot squints his eyes when he gets into the living room. It's dark, shadows looming, but he quickly realizes that Noah is sitting up on the couch, legs tucked to his chest, and the blanket pulled to his chin.

"Noah," keeping his voice soft and movements steady not to frighten the boy, "it's Elliot, are you okay?"

"Is my mom awake?" He is so quiet, but he sounds like he might be crying.

Elliot takes a couple more steps towards the couch, "No, she's still asleep."

"I want my mom."

With five kids of his own, Elliot knows how to calm a frightened child. But he also knows that once a child utters that phrase, there is more than a fifty percent chance that the child is going to be inconsolable until he's wrapped in his mother's embrace. Nothing else will matter and no one else will work.

Elliot's still a new influence in Noah's life and this is a strange place with new spooky noises and corners to hide monsters. He doesn't know if Noah will let him help. He can easily go get Liv, but she was so peaceful when he left her. And selfishly, he knows that if he can handle this - comfort her son in a time of need - it will help Liv trust him more and she and Noah might stay over again.

"Noah," Elliot sits on the couch next to Noah, placing his arm around the boy's shoulders, "we can go get her," he promises, "she's just in the other room, but why don't you tell me what's wrong."

His eyes have adjusted to the dark and he sees Noah cover his face with the blanket and hears him mumbling something.

"I can't understand you with the blanket over your head," his hand gently pulls the blanket back down.

"I had a scary dream," Noah sniffles, "it was the man from the movie, he was gonna get me…" Elliot can see fear cross Noah's features and hear his breath speed up, just describing the dream is causing him anxiety. Damnit Eli. Why would he watch a scary movie with Noah? But now that he knows the issue, he knows how to fix it. He's a professional at handling nightmares and boogeymen under the bed.

Elliot reaches for Noah, "Come 'ere big guy," he says as he tugs him into his lap and holds him to his chest. Noah grips Elliot around the neck and squeezes his legs as tight as he can around Elliot's middle. In moments like this Elliot remembers that ten is still so young and innocent, much more like a young child than a young teen.

"Hey, it's okay, it's okay," he says as he rubs Noah's back, "it was just a dream, there's no one here."

Elliot continues to run his hands over Noah's back until his breathing calms, his grip loosens, and he lifts his head from Elliot's shoulder. Elliot can see tear marks left on the boy's cheeks.

He moves Noah back to his own seat on the couch, "Stay right here, I'm just going to walk to the kitchen."

"No!" Noah scrambles right back onto Elliot's lap. He thinks for a moment, "Okay, Noah, how about this, can you get on my back?" Noah nods and Elliot hoists him up. With Noah riding piggyback, but head buried in his neck, Elliot walks over to the front door and flips all the switches, light floods the kitchen and living room.

"Look Noah, there is no one here but us."

Elliot feels Noah barely lift his head, so he turns a couple of times and walks Noah round the room, so Noah can see the entire space from over Elliot's shoulder. Then, one-by-one, Elliot opens the doors to the coat closet, pantry, laundry room, and even the bathroom.

Returning to the kitchen Elliot slides Noah down onto a stool and flips on the light above the sink. "I'm just gonna get the other lights."

But before he returns to Noah he opens the freezer and grabs two spoons from a drawer. Elliot pops the lid off the small tub of ice cream and hands Noah a spoon, "There's not much left so we don't need bowls." Noah smiles at him but stays quiet.

"I'm so glad you and your mom are here this weekend. I think we are going to have so much fun."

Still nothing, so Elliot continues. "I won't spoil all the surprises, but I hope you like go-karts."

Noah lets out a soft "I do," and then looks at Elliot, "do I get to drive one?"

"Yup, you sure will."

"Cool."

Crisis averted and bonding done, Elliot puts the empty tub and spoons in the sink. When he turns back to Noah he can see that some of his tension has returned and his eyes keep flicking to the couch, so Elliot asks, "Do you usually sleep with your mom after a bad dream?"

Noah's gaze drops to his feet and he nods.

"Alrighty then, up you go," Elliot gets Noah on his back again and walks to his bedroom.

Elliot feels all the worry leave Noah's body the second he sees his mom. Olivia is on her back with one arm bent over head and the other outstretched where Elliot had been earlier. He softly drops Noah to the middle of the bed and he immediately snuggles into Olivia. A soft smile takes over Elliot's face as pulls the covers up over both of them and starts towards the door, "I'll be out here if you need anything."

He's only two steps away from the bed when he hears Noah say, "Stay…please."

Grinning, Elliot gets into the bed. He knows Noah will probably be okay now that he's with his mom, but he wants to be there just in case he has another bad dream. Plus, sleeping on the couch will kill his back.

The next morning Kathleen stops by to drop something off for Bernie, secretly hoping to catch an invite to breakfast - the diner is her favorite too.

"Morning Katie."

"Morning Grandma," taking in the quiet apartment, "no one else is awake?"

"Nope. Sit and I'll make you some tea while we wait."

"Thanks, how long do you think it will be before they are up."

"Eli could sleep all day and I think Noah had a rough night, so it might be a little while."

"Oh no! What happened?" Katie knows how much her dad had been looking forward to this weekend. She thinks it's adorable how badly he wants to impress Liv and Noah. And if Noah had a bad night, it could set things back and crush her dad.

Bernie tells her that she heard some noises and saw the lights go on and off last night, and that this morning she realized Noah wasn't on the couch and she saw the empty tub and spoons in the sink...

"-dad's cure all-" Kathleen adds knowingly, having shared midnight ice cream with her dad a few times.

"Exactly," Bernie continues, "and I was just able to make out all three of them in the bed through the crack in the door."

Bernie barely finishes before Kathleen smirks and dashes to her dad's bedroom to see it for herself.

"Don't wake them," Bernie calls after her.

The door is closed but unlatched. As it opens Kathleen sees her dad, on the far side of the bed, on his side and back to the door. She sees that Olivia is on the side closest to the door, also laying on her side with her back to the door, but nearly the entire bed separates them. She takes a couple steps to the foot of the bed and realizes that Noah is curled in a ball, pressed into her dad's back, his curls tossed every which way. Smiling, she looks over them for a moment more.

Kathleen describes the scene to her grandma when she gets back to the kitchen "...it's so sweet! And poor dad is barely hanging onto the edge."

"Noah must have moved because when I looked in, he damn near took up the whole bed laying catawampus between his mom and your dad. I bet Elliot took a few kicks to the back."

"All kids must be the exact same," she says as she takes the tea Bernie made for her, "I can remember Eli sleeping between mom and dad like that, pushing both of them off the sides of the bed. It had to have been worse with the twins, both of them taking up space in the bed."

"They really are. Until age 6 or 7, your dad used to come into my bed at least twice a week and wreck my sleep. His head would be on his dad's pillow or right below it, and his heels in my low back. No matter how many times I straightened him, he'd always end up crossways in the bed."

"Ha!" She drinks and then adds, "Well, I hope they wake soon, I'm starving!"