Author's Note: my first attempt at EO smut. Also, if you can't tell, italics is a short flashback.

/

Elliot wasn't quite sure what to do. He woke in the middle of a dream, a dream about her. But dreaming of Olivia wasn't new. Having those types of dreams about Olivia wasn't new either. And hell, waking in the middle of night rock hard after dreaming those types of dreams about Olivia wasn't new. But, waking up rock hard, while sharing a bed with Olivia, that was new.

It was only the third night they spent together at her apartment, because this part of their relationship was new. They'd spent several weeks exploring their friendship after the holidays passed. And once the case against the Brotherhood had wrapped up, Olivia finally agreed to go out on a date with him. A real, get dressed up, eat by the candlelight, and drink expensive wine, date.

Surprisingly enough, their date was only awkward for a few minutes. He'd walked her to their table with his hand low on her back, and she smiled shyly as he pulled out her chair and poured her a glass of champagne. But quickly, despite the clothes and the ambience, they fell into a relaxed conversation. Most of the tough subjects had already been addressed during their renewed friendship: his grief and her trauma; her grief and his trauma. So that night had been just about them moving from friendship to more.

By the time they were ordering dessert, they had a pleasant buzz - both from the champagne and the high of finally admitting and acting on their mutual feelings. She asked him back to her apartment. Olivia's apartment was free because Kathleen, the wingwoman she was, had offered to have a slumber party with Bernie and the boys at Elliot's place.

Although his other kids had their suspicions about their father's true intentions with Olivia, Kathleen was the only one who Elliot had actually confided in.

"Finally dad! Of course I'll hang with Eli and Noah at your place on Friday." Kathleen agreed when she stopped by to bring Bernie her meds. "Actually, why don't I just pack an overnight bag and make it a slumber party? We can order pizza and stay up late playing whatever stupid game Eli is into now."

"Kahtleeeeeen," Elliot warned, as he saw her face light up with an ornery grin and her eyebrows wiggle a couple times, "I doubt a slumber party is necessary, it's our first date."

"Daaaaaaad," she drew out in equal measure, "you two have been half-ass dating for years. This might be your first official date, but you two are well past the elusive third date in terms of relationship. I'll bring a bag, just in case." She winked at him. Elliot blushed a bit. "You know you want me to."

"Fine, fine," he walked away from her, "just be here by 6."

Elliot had never been so happy to be so wrong about something in his entire life. That night had been wonderful and terrifying, and simultaneously everything he'd wanted and nothing he could have expected. And he happily ate crow the next morning while the boys enjoyed the assorted donuts he and Olivia picked up on their way to Elliot's place. Kathleen just grinned at them over her coffee mug.

Now, three months had passed and they'd been out on several more dates, spent time with each other's children as a couple, and explored their new physical relationship as often as they could, but she'd only allowed him to stay over at her apartment while Noah was home once before. And that night, like tonight, they just gone to bed without having sex.

"Elliot," she mumbled against his lips, "we can't, not tonight." She had a good grip on his biceps, ready to push him back if he tried to push their kiss too far.

"Why," he whined. He knew why, Noah was just in the other room and had only gone to bed about 30 minutes ago.

"It's new enough you staying here, we have to take it slow with Noah. I can't have him hear anything."

"I know Liv," he pecks her lips, "I know." He smiled as he pulled away and walked to the bed. "I just love us together, we are so good."

"Yes, yes we are, El," she smiled back at him and got into bed.

Elliot, although he understood that this was new for both her and Noah, thought she was being a little silly. Noah had been elated when Olivia and Elliot sat him down and announced that they were dating. He was even happier when Olivia had told him that Elliot might be spending the night and would be there for breakfast sometimes. And Noah had nodded and said he understood that when Elliot was staying, he needed to knock on his mom's door and wait to be invited in, if he needed her in the middle of the night. He was old enough now that he generally slept soundly through the night, rarely needing his mother, but on those few occasions that he fell ill or had a nightmare, he'd never knocked before he sought her comfort.

Elliot knew that Olivia's real fear was Noah hearing something that he'd ask about in the morning, calling for tougher conversations. But Elliot, having much more experience with having sex in the same apartment as children, knew that it was possible to be discrete, though he was not dumb enough to bring that up to Olivia. And, since Noah was Olivia's child it was up to her to determine what and when she was willing to discuss with Noah. Being the Captain of SVU, Elliot was certain that Olivia had had several age-appropriate talks with Noah, but explaining sex in the abstract was much different than answering "what were those noises I heard last night?"

So now, at 3:06 a.m., Elliot was struggling. He was laying flat on his back and trying to get his arousal under control and failing, miserably. He woke up right as Olivia's mouth had surrounded his cock and her gorgeous brown eyes had met his. And if he were alone at his place, he'd just take care of it and go back to sleep. But he wasn't home and he wasn't alone. He could try to sneak into the bathroom, but he'd leave that for plan B. He wanted her.

Elliot rolled over and curled up behind Olivia. She was on her side, facing away from him. She wasn't a cuddler, having told him that he got too hot at night for her to sleep comfortably snuggled up next to him. He propped himself up on an elbow, let his bare chest rest against her back, and rest his other hand over her side.

She looked so peaceful, her eyes closed, her lips slightly parted, and puffs of air blowing over the few strands of hair on her face. Damn, he loved her, and almost felt guilty waking her - almost.

She must have felt his movement, because she took a breath and relaxed into him. He was very careful, however, to avoid pressing his erection into her. He wanted to wake her and make sure his advances were okay before getting too far.

"Liv," he whispered behind her ear and started slowly rubbing the soft material of shirt over her stomach. She just exhaled deeply.

"Liv," he whispered again, just a little louder.

"Mmmmmmmm," she hummed groggily.

"I want you." He might as well be open about his intentions. If she was going to shut this down, he needed to know fast so he could resort to plan B.

"Mmm hmmmm," she nodded slightly, leaned back into him, and pushed her ass to fit tightly against his crotch.

"Liv,"' he huffed out roughly, pressed into her, and started to rub his fingers back and forth under the waistband of her sleep shorts, "is this okay?"

He thought he heard a low "yea," but he wasn't sure. He needed to make sure that she was awake and okay with this.

"Yea?" he questioned as he kissed her neck and pushed his hand lower, inside her shorts and running his fingers into the curls between her legs, "Liv, I need a yes."

At this she turned her face, "yes, El," her eyes, open but still sleepy, met his, "but we have to be quiet."

"Quiet, got it," he muttered as he leaned forward and pressed a hard kiss to her lips. "I can be quiet."

"Mmm hmmmm, we'll see" she mumbled and turned her head back forward to avoid putting a crick in her neck, but she wiggled out of her shorts in further assent.

Elliot moved quickly, shoving his briefs down and pushing them off with his feet. His hand came back between her legs, cupping her core at first, just letting the warmth and pressure of his touch get her started.

"I was dreaming about you, it was such a good dream," he whispered as he kissed and nipped at the side of her neck and ear, slowly rocking against her, "I woke up needing you, needing to be inside of you."

"Musta been some dream," she whispered to him.

"Amazing dream" he confirmed "I love dreaming of you." His fingers started slipping through her folds and his thumb began rubbing her clit. At this, he felt rather than heard her moans - her face was turned slightly into her pillow.

"But I love having you in real life, even more." He let his middle finger enter her, rubbing gently around the opening of her vagina, feeling some moisture there, and then pushing deeper, sliding it in and out a few times. "You feel so perfect."

He knew that she needed time to catch up, but he was dying a bit, having been hard for a while now. He lifted her top leg slightly to create space between her thighs (her voluptuous thighs he loved to squeeze and have squeeze him, around his hips, head, he wasn't picky) and slowly rubbed his cock against her folds.

Not one to let him do all the work, even in sleepy lovemaking, she reached down and placed her hand underneath him, creating a space for him to softly thrust between her labia and hand, guiding his head to knock against her clit every few passes.

"That feels good." She was so quiet, he had to strain to hear her.

He continued for a few moments before panting, "uhh Liv, can you reach the lube?" He couldn't wait any longer.

"Yea, just a second." She kept lube in her nightstand, having bought a new bottle once her and Elliot started dating, but she always pushed it to the very back of her drawer and hid it behind a few items in case Noah decided to snoop, as kids were prone to do. As a result, to reach it, their movements had to stop. Elliot rolled to his back, slowly stroking himself, while Olivia leaned forward and dug blindly through her drawer.

"Here," she handed him the little bottle after putting a couple drops on her fingers for herself, and laid back on her side. He trickled a bit of the cool liquid over his cock, tossing the bottle on the other side of the bed, not noticing that it bounced off the bed onto the floor. He stroked himself a few more times to make sure he was fully slicked up and rolled back behind her.

"You ready?" he asked as he moved down her back a little, kissing it as he moved to get into position. Leaning up on one elbow, and lifting her leg with his other hand, he angled her leg so her thigh rested over his and her foot was resting on the bed behind his knees.

She nodded, "Always, El."

It took him a couple of tries, not being able to use his hands to guide him, but he let out a "uhhh fuck," once he got the angle right and slid into her. She was wet and warm and amazing. She deserved a few expletives. Her face was in her pillow again, but he was certain he heard her groan something that sounded eerily similar to "shit, so good."

Grinning, he loved hearing his prim and proper Captain curse, he kissed her upper back again and slowly thrust into her. He was trying to keep a leisurely pace to match her grogginess rather than his urgency and so the bed didn't squeak or knock into the wall.

She reached down to rub her clit, slowly at first, but picking up the pressure and speed as his steady movements continued.

Although he hated quiet sex, he hated no sex even more, which was guaranteed to happen if he was too loud this time. So Elliot did everything he could to hold his groans. He could tell Olivia was doing the same, using her pillow to muffle her noises. Their ability to read each other's body language, breathing, and thoughts (almost) as friends and partners extended to their new relationship as lovers. Even their first time felt like they had been having sex for years. Somehow, they just knew what the other liked, wanted, and needed.

And now, he could tell that she needed a bit more, and so did he. So he warned, "Liv….uhhh… I'm gonna put your leg down." She whimpered and nodded. He slowly directed her leg back over his, and moved his grip from under her thigh to her hip, letting her legs close. The new tightness drew another near inaudible "fuck" from his lips.

"You feel so good, El," she was panting now too, struggling to get full breaths, "so hard," she panted again, and instead of covering her face with her pillow again, she put the back of her hand over her mouth so she could get more air, biting it when she felt the need to moan, "so full." She knew before they had sex that, no matter what, she wouldn't be disappointed with him physically, but that first night she was very pleased when she finally saw him naked. He was hard, all over, having muscled up even more during his decade abroad. And he was big, not so large as to make sex uncomfortable, but big enough to create that perfect stretch and in certain positions, he'd get so deep.

"You too, Liv, so fucking good." he tossed his head back and bit his bottom lip. His grip on her hip was tight, squeezing her curves there, as he sped up. He leaned his torso back to create more leverage and sped up even more. He could hear the bed creak with his movements, but he was beyond caring. He couldn't have stopped even if he wanted to.

He looked down and watched his pelvis crash into her ass and moved his hand down to grasp her full cheek. He was tempted to slap it, but he figured they should probably talk about that first.

Her fingers pressed harder over her clit, her movement was limited by her closed legs, but still she felt the telltale signs of her orgasm, "Ahhhh, El, right there, I'm close." Her other hand moved from her mouth and gripped the edge of the bed so tight that had the light been on, she'd seen the color drain from her knuckles.

"I know," he could feel the flutters around his cock and her grip on him start to tighten, sending his pleasure into overdrive, "damnit, I need you to come babe, I'm…fuck…I can't…." He exploded before she did. His chin tucked into his chest, he tried to bury his face into her back, and let out a low groan, jerking into her. He wasn't sure how he lasted as long as he did, having woken up on the edge. But luckily he lasted long enough that he didn't beat her to the punch by too much.

He opened his eyes and lifted his head just in time to see her slam her eyes shut, her mouth dropped open, and by some miracle, she stayed almost completely silent as pleasure rushed through her limbs. She tensed, her core clenching, squeezing him so tight. "Oh yea, that's it Liv." He took over for her hand, softly rubbing her through her orgasm until she pulled his hand away and he heard her suck in air.

It took a few minutes before their heart rates slowed back to normal. He'd rolled away from her returning to his back, eyes closed, one hand tossed over the edge of his side of the bed and his other softly drawing patterns over her back. She had rolled in the opposite direction, laying on her stomach. Only their harsh breaths could be heard in the room.

"Mmmmm, that was good," he mumbled, sleepy again.

"Yes it was," she agreed and finally pushed herself up and moved to get out of bed.

He cracked his eyes once he felt the bed move, "where are you going?"

"Bathroom."

"Oh."

"Yea, oh. I'll be right back." She pulled her shorts back on and then tied her robe tightly around her body before she slipped out the door.

By the time she returned to bed she could hear his soft snores.

The next morning, they couldn't stop grinning at each other over breakfast. By their goofy smiles, you'd think it was their first time. In a way it was. It was their first time for sleepy, middle of the night, don't get caught sex. A little giddiness was deserved.

After finishing his pancakes, Noah dashed off to Olivia's bedroom to grab her phone. He'd asked to watch the videos that she took at his latest dance practice. Elliot watched Noah as he left the kitchen, then turned back to Olivia, wiggled his eyebrows, grinned, and whispered "I had a good night, Liv."

She chuckled and blushed a bit, "Me too. I…" But she trailed off as she heard Noah shout "MOM!"

"What Noah?"

Noah walked into the kitchen, "What's this?" he asked as he looked at something in his hand. "I saw it on the floor. It says it's Astrogl…"

It only took a second before Olivia realized what he had in his hand. Her eyes widened and her face flushed "Nothing, it's …eh…"

Seeing her panic and realizing what Noah grabbed only a second after she did, Elliot rushed to the rescue, "It's mine Noah, it must have fallen out of my overnight bag," he snatched the small bottle from Noah's hand.

"Oooookay," Noah's eyes flitted back and forth between Elliot and his mom, not knowing what to make of their flushed faces, "you guys are weird." He made a mental note to ask Eli about the little bottle later.