A slightly longer chapter, hope you all enjoy! Read and review, please. (I'll probably have to fix typos in the am, I'm exhausted rn).

Chapter 14 - Olivia Benson, Scaredy Cat

Olivia had been determined not to end up in Elliot's arms again. Absolutely determined. And yet, here she was, Elliot's arms were wrapped around her waist and his lips were crashing into hers, over and over. She was a dunce, really, for letting her defenses down so quickly, but there was also a small area in her chest that purred happily as she kissed Elliot and made it very difficult to think about anything else. Their lips continued to meet in a hurried, desperate way; as if they both knew that they were running out of time, as if they both knew that eventually one of them would come to their senses and break away.

This doesn't happen, however, until after Elliot's lips have traveled over Olivia's jaw and down to the base of her neck, his hands resting comfortably on her hips and warming her skin. Olivia forces herself to step back, trying to ignore the shakiness she feels in her belly, her cheeks pink.

"Elliot," she chides, but she can feel herself smiling against her will. "I had to talk to you, you know."

"Yeah, I know," Elliot says, his blue eyes following her. Olivia goes to lock her door just to have an excuse to look away. After the lock clicks, she looks back at Elliot, whose eyebrows have raised. "Talk, you said?"

"Yes, talk," Olivia says, her cheeks turning an even deeper shade of magenta. "I just don't want anyone walking in on us."

"Oh alright," Elliot says, although the glint in his eye doesn't suggest that he's totally convinced. "But I think I know what you're going to say. Why don't we sit down and eat?"

"Elliot, honestly," Olivia begins, almost rolling her eyes. He could be so difficult when he wanted to be. She knew that he was aware of this, just like she knew he was aware of how fast her heart had to be beating right now.

"Come on," he insists. "I'm sure you're hungry. You know, from your run." He nudges her gym bag, which she must have dropped at his feet in surprise sometime earlier, and for the first time, Olivia looks down and realizes she's still in a sweaty gray t-shirt. She can see little stringy pieces of hair hanging down in her face, and when she thinks about how flushed her face must have been, she's assured that she looks absolutely disgusting. This realization only makes her face redder and she sits down at her desk if only to get this conversation over with faster.

"Thank you," Elliot says, smiling at Olivia and passing her a container, as well as a fork. As she opens it, she sees that it's kung pao chicken, which she is a very big fan of. Reluctantly, she starts to eat, trying to ignore how hungry she actually had been. "Now, do you want to hear what you're about to say, and how silly it sounds?"

Olivia can't fully answer, as her mouth is full, so she shoots a glare at Elliot that he seems to take for a "yes."

"We can't see each other," Elliot states simply. Olivia waits for more, but it doesn't come. When he sees the confused look on her face, he adds: "I tried my hardest, honestly, but I couldn't think of any good arguments for why. I'm sure you did, though." There's a smile playing on his lips that Olivia decides to overlook.

"Well," she says, having swallowed now. It takes her a few seconds and a reasonable amount of effort to bring her thoughts from earlier back to the front of her mind. It seemed that Elliot's appearance had wiped her mind. "Our kids."

This sounds like a weak excuse, to Olivia and especially to Elliot, who is still smiling, so she forces herself to shake the feeling of Elliot's lips on her jaw and expound upon her point.

"If we did try…try dating, and we didn't work out," Olivia says, her voice more forceful now, thankfully. "The kids would be crushed. Luke is already so attached to you, and Grace is only a little over one, but you're one of the only people she's comfortable with. And the boys' friendship might suffer, and I wouldn't be able to live with myself if it did."

"Anything else?" Elliot says, not looking perturbed in the slightest. Olivia frowns slightly but continues.

"And there's Kathy," Olivia says. "She's my friend, and I wouldn't want her to think that I'd been going behind her back with you. And she's Dickie and Lizzie and Kathleen and Maureen's mom, I mean, it would be so strange for them, and they might feel pressured to pick sides, or they might not want anyone else to even try to fulfill a motherly role in their lives at all and just end up resenting me, and we're all so close now, I can't imagine wrecking any of that just because I want..."

She'd been about to say, "because I want to be with you," but caught herself at the last minute. She tried to cover this up with another bite of food, but Elliot's eyes on her made it awfully hard to seem nonchalant, and she almost chokes on a piece of chicken.

"But is that it?" Elliot asks after Olivia finishes coughing, sounding truly curious. "Just the kids and Kathy, nothing else?"

"Just?" Olivia repeats, a little annoyed. "That's not enough?"

"That's not what I meant," Elliot says, getting Olivia to meet his eyes again. "I just mean, there isn't anything else that bothers you? Like you don't think that I'm angry too often, or that I care more about my job than my family, or that I don't listen?"

"What?" Olivia asks, surprised. It takes her a second to read the worry in his face, and then another second to remember that these were some of the complaints Kathy had used to justify she and Elliot's separation and eventual divorce. Olivia didn't know Elliot as well as Kathy, maybe. She'd definitely known him for less time. But she couldn't help thinking that she and Elliot understood each other rather well. She knew that Elliot had a lot of anger but also, she knew that he would never take that anger and intentionally hurt someone with it. She knew that he cared a lot about his job, but that he cared about his kids more. And she knew the look on his face of absolute and undivided attention that he gave her when she was talking about her job, or her day, or anything really. Honestly, she didn't know why she and Elliot seemed to work better than he and Kathy had. But she knew she didn't have the same complaints as his ex-wife.

Olivia meets Elliot's eyes again now, done thinking, and notices the worry lines etched on the outer corners of his eyes. She'd taken too long to respond. To make up for this, she tries to pour as much reassurance into her tone as she possibly can when she speaks up again.

"I don't think any of that," she says, her voice softer than it had been before. "Elliot, I swear I don't. If things were different, maybe, if there weren't so many other factors…"

"Then you'd give us a chance," Elliot finishes, searching Olivia's eyes, almost looking like he doesn't believe her. "Because you like me, right?"

"Yes, maybe," she says slowly, but a wave of exasperation falls over her as she sees the beginnings of a smile on Elliot's face. He wasn't listening to her. The gentleness leaves her voice when she continues, pushing her food away from her. "Elliot, if you aren't taking me seriously…"

"Olivia," Elliot interrupts. His voice is firm. "Do you remember Halloween?"

"Elliot, I…" Olivia tries, but Elliot gives her a look and she sighs. "Yes, I remember Halloween."

"Do you remember when I pulled you aside at the end of the night?"

"Yes," Olivia says, her stomach stirring nervously as she remembers standing close enough to feel Elliot's chest against hers in the dark. She remembers how she had wanted to kiss him and then how she had briefly believed that he had leaned in, at least until the lights had come back on.

"I wanted to kiss you then," Elliot says. "But you got away before I got the courage. And you remember a few weeks ago when we went to the park?"

"You asked if I ever thought about dating you," Olivia says slowly, still not understanding why Elliot is making her recall these moments, torturous as they had been for the both of them. "And I lied and said no."

"And then later on the couch, we were sitting together and talking," Elliot adds. "And I wanted to kiss you then. I thought you were going to kiss me first, that time, but then you pulled away."

"Elliot," Olivia begins, ready to apologize and push forward, but Elliot shakes his head and continues.

"I've liked you for a long time, I think," Elliot says slowly, a small, lingering smile still on his face. "A really long time. Even if it took you and Brian getting together for me to realize it. And I mean, recently, it's been almost impossible to get you off of my mind. But I figured somewhere along the way that you didn't like me back. Especially after what happened at the bar, I mean, I just knew I had no chance. And then there was Thanksgiving, but I figured that you might find a way to explain that away. I didn't expect that you'd tell me that you felt the same way I did. And I know you're giving me reasons on why it wouldn't work out, but honestly, I just never imagined that you'd like me back."

"El," Olivia says, her tone mingled with both frustration and affection. But then she pauses. She had no words ready to respond.

This conversation wasn't meant to be this tough. She had intended to speak to Elliot firmly, but then, she hadn't accounted or the butterflies she got when she was around him now, or the quiet, but persistent voice in the back of her head whispering for her to fall back into his arms. She was growing more annoyed with herself by the second, or at least the weak part of herself that continued to ask what the harm would really be if she didn't push Elliot away. And yet, in spite of her annoyance, it's still that weak part of her that responds to Elliot.

"Of course, I like you," she says, feeling that her wording is a bit childish, but continuing anyway. "Elliot, you're my best friend. And you've always been there for me, and for my kids. And we've just been spending so much time together, it seems like it's only natural that we would develop some stronger feelings for each other eventually."

"It was natural," Elliot says. "That seems like a sign to me that this Isn't a bad thing. I mean, I understand that you're worried about the kids…"

"Don't make it sounds like that's absurd," Olivia interjects, a bit defensive.

"It isn't," Elliot says quickly, not eager to argue. "It isn't Olivia, but the kids…they'll be fine. They'll be ecstatic if anything. Our kids love each other. My kids love you. Kathleen and Maureen are old enough to understand that I'll end up with someone else eventually. And Dickie and Lizzie might feel a little strange about the situation, but they'll warm up to it."

"What about Luke?" Olivia presses because she needs to fight back. "What about Grace?"

"What about them?" Elliot says, his eyebrows coming down slightly. "I treat Luke the same as Dickie. And I've been there for Grace since she was born. They're comfortable with me. You just said as much."

"Yes, and that's great, but what about when we break up?" Olivia says fiercely, not thinking before she speaks; her worst worry finds her lips with surprising ease. "What are they going to do then? That's another father they'd lose, and I wouldn't do that to them, Elliot, it isn't worth the risk."

There is a millisecond too long of a pause after she says this. And there is a very, very brief moment where she wants to apologize for her cynicism, for the harshness of her voice, for all of it. But before she gets the chance, Elliot responds.

"What makes you so sure we're going to break up?" he asks, a hint of agitation in his voice. Olivia had been looking down at her lap but looks up now to see if she'd imagined his change in tone and sees the annoyance in his face. "Olivia, I've been trying to explain that this isn't just some half-thought-out whim that popped into my head all of a sudden. I spent the weekend trying to figure out how to come to you with this, and now here you are, asking me what the kids will do when we break up."

"I thought you were just happy that I felt the same way," Olivia scoffs. This is a low blow, a product of an unexpected bitterness growing in her chest that makes her feel only slightly guilty. Elliot has no right to be upset. Didn't he know that she would much rather be free of responsibility and able to fall into a relationship without worrying about any consequences? Shouldn't Elliot, the one who was supposed to know her better than anyone, know that her experience with relationships did not leave her feeling optimistic about her romantic future? Here she was, trying to protect their families and he was annoyed with her.

"I thought I was too," Elliot says, shaking his head slightly. "But somehow, knowing that you feel the same way but are too afraid to even attempt to give us a try is even worse than thinking that you don't have any feelings for me at all."

"I'm not afraid, I'm trying to be a good mother." Olivia says, her voice rising in her frustration. "A good person. It doesn't matter how I feel about you if acting on those feelings means I'm putting my kids in danger!" Elliot leans in so fast after this that it startles her. He doesn't let her look away though; his blue eyes boring into her brown ones.

"You think I'd ever do anything to hurt those kids?" he says sternly. "I love my children. And I love yours like they're my own. I thought you knew that."

He means what he says. Olivia knows this. Truly, she hadn't meant to question that, and quite frankly, she felt very tactless at the present moment. But she is upset with Elliot for being upset with her over something that she had no control over her. And she's upset for some other reason that she can't quite find the words to explain right now; it feels like her heart is smoldering in her chest.

Again, she'd taken too long to answer. Elliot stands up, grabbing his jacket from the back of his chair, and for some reason, Olivia cannot bring herself to get up and stop him.

"You know, Olivia," Elliot says, through partially gritted teeth. "Sometimes, I don't understand you. If we did happen to break up, I wouldn't punish the kids for that. I wouldn't treat them any differently. Maybe you don't believe that. But maybe that doesn't even matter. Because at the end of the day, I don't tend to pursue people I don't see a future with. So maybe it's best that this is where we end things."

He's pulled his jacket on now and heads towards the door but stops in the middle of the floor. He nudges Olivia's gym bag with his right foot.

"You should really throw this in the wash," he says, his voice uncharacteristically flat.

And then he's gone.

Olivia had been worried that she was going to jeopardize she and Elliot's relationship by pursuing something romantic with him. This seemed to be a very unnecessary fear, as she had managed to ruin their relationship with only a fifteen-minute argument.

It had been two weeks since Elliot had visited her at work, and two weeks since the had spoken more than two words to each other. It would have been easier if he had been avoiding her maybe, but she saw him nearly every day, either when picking up or dropping off the kids, or at PTA functions. He always gave her a tight-lipped smile and the same passionless hello and goodbye, and it nearly made her sick.

Olivia had not expected to miss Elliot as much as she did, and so it hit her suddenly and hard. She missed the banter, and the teasing, and the inside jokes. She missed the way Elliot threw his arm behind her chair when they sat next to each other and how he caught her eye when Jeanine from PTA said something questionable. She missed making him coffee to prepare him for the ride home when he came to pick up the kids, and she missed the phone calls, and she missed hanging out and everything else. There was a constant tight feeling in her chest now, one that intensified every time her brain decided to replay the memory of Thanksgiving night or the morning after.

She was also having trouble sleeping, which wasn't unusual, but her symptoms had dissipated for a little while and were now back in their fullest and most terrible form. Nightmares caused her to wake up covered in sweat. These bad dreams were punctuated only by disproportionately brief, but vivid dreams of being held tightly in warm arms, the smell of cedar apple cologne surrounding her.

Olivia was still upset with Elliot. But less so each day. She missed him too much to stay angry.

If there was any good to be found in her sudden lack of a relationship with Elliot, it was that the tension she felt drove her to go for a run every day at lunch now. And true to her word, she had called Alex the day after she first met her in the park, and they'd decide to exercise together for motivation.

Alex was nice. They normally didn't talk very much, as they didn't have a lot of breath to spare, but when they did get a chance to chat (mainly in short spurts) Olivia found that Alex was humorous and easy to talk to, and maybe it was just because she didn't really have anyone else to talk to at the present time, but they seemed to be becoming good friends. Olivia had been worried that Alex was going to bring up Elliot, as he was one of the main things their lives had in common, but in the two weeks that she and Olivia had been running together, she had only brought him up twice.

The first time happened as they were doing warm-up stretches on the Friday morning after Olivia and Elliot's talk.

"Did you ever manage to get a hold of Elliot?" Alex had asked, reaching for her toes.

"Yeah," Olivia had said, not bothering to expand upon this answer. "Ready?" She hadn't waited for Alex to answer before beginning to run, leaving the blonde to sprint after her.

The second time Elliot had been brought up was today, the Thursday the week after. Olivia had to cut their run short, as she had a pile of work to catch up on. Despite their runs, she was still having trouble focusing when she was at the office. In addition to that, winter break started next week for Luke, so she knew that it would be hard to focus on any work at home.

She and Alex are walking, thankfully, towards the park entrance when Alex speaks up, sounding almost too casual to be natural.

"So, did you and Elliot decide to, you know, give it a chance?" she asks. Olivia hesitates for a second before answering.

"No," she says. "We actually aren't even really on speaking terms right now."

"Oh," Alex says, not sounding very surprised at all. Olivia stops, looking at her.

"How'd you know?" she asks. Anyone else would have looked embarrassed at being caught meddling. Alex however, pulls a very good poker face.

"He's been in a real mood lately," Alex says. "Ornery, one might say. What'd you tell him when you guys talked?"

Olivia debates on whether she should answer this question or not. Her instinct to keep her private life private nags at her a bit, but mostly, she feels a need to share. Alex hadn't given her any reason to doubt her trustworthiness. In fact, she seemed to have a pretty good mix of candor and empathy. And so, Olivia steps to the side of the path they're on and gives her a rundown of what had happened in her office last Tuesday.

When she's finished telling the story, she searches Alex's face for some sign of emotion but receives nothing.

"Wow," Alex says. "You were kind of a dick, weren't you?"

"Wow," Olivia says, her eyebrows shooting up. "Wow, I guess that's what I deserve for confiding in a stranger."

"Okay," Alex says, smiling a little to show that she's poking fun. "I'm sorry. But you kind of were. And he was too, but at least he didn't suggest that he saw a relationship with you as a dead end."

"That isn't what I meant!" Olivia insists. Alex checks her watch and nods a little, jerking her head toward a nearby bench. It seems like Olivia isn't going to be finishing too much paperwork today.

They sit, and Alex crosses her legs, looking at Olivia expectantly.

"So, what did you mean?" she asks Olivia, who shrugs slightly.

"I don't know," she says, half-talking to herself. "I guess I just thought about the absolute worst outcome and I said it before getting a chance to think."

"So, you were scared," Alex says, and Olivia shakes her head.

"No, I'm not scared to date Elliot," she says. "It just seems too risky."

"Still?" Alex asks. "Even after he assured you that he wouldn't let your relationship get in the way of anything involving your kids?"

"Maybe that's his intention," Olivia says, picking at the scrunchie on her wrist. "But situations change. People do things they said they'd never do."

"But you trust him, don't you?"

"Yes," Olivia says automatically. "Of course, I do."

"So, there was really nothing to argue about," Alex concludes. "Unless you were afraid."

"What would I be afraid of?" Olivia asks. Alex shrugs.

"I only just met you," she says. "I'm not sure. I suppose whatever people are afraid of when they first get into relationships. That it won't work out, and they'll be heartbroken. That it'll be their fault. I don't know. You're really hard to read, you know." Olivia lets out a small snort.

"You seem to have done It rather easily," she says begrudgingly. Alex smiles a little, nudging her.

"You miss him, don't you?"

"So badly," Olivia says, trying to ignore the persisting feeling in her chest.

"And you want to be with him, don't you?"

This takes Olivia a second to answer, but nevertheless, she does so and is rather confident in her response when she manages to get it out.

"Yes, of course, I do," she says slowly. "And maybe I am a little afraid for myself, but I am afraid for the kids too. And I'm afraid for Elliot and afraid what Kathy will say and afraid of a million other things, but I hate feeling so…apart."

"Then you should talk to him," Alex says. "And be honest this time around."

"Maybe," Olivia says, beginning to lose herself in thought. She and Alex sit there for a minute before something occurs to her, and she looks at the blonde beside her.

"How do you know all of this?" she asks. "We did just meet."

"You've been quick to confide in me," Alex says, smiling at Olivia's slightly horrified look. "Don't worry. You present a very guarded image, I figured it was just because you don't have Elliot to talk to right now. I don't think any less of you or anything." Olivia sighs, looking a little glum and Alex nudges her.

"It'll work out," she says. "Trust me. You guys fit. It's really obvious. There's nothing to worry about."

"You guys fit."

We do. Olivia thinks as she stands outside Elliot's apartment door, later on that night, trying to summon the confidence to knock. Even from out in the hallway, she can hear the Stabler children chattering inside. Her own kids are at home with the sitter, but she'd be back at home soon. This wouldn't take too long. Well, at least, it wouldn't take too long after she managed to knock on the door.

Olivia focuses on the tight feeling in her chest. She hated that feeling so much. She hated not talking to Elliot so much. So, with this in mind, she raises her right hand and knocks on his door twice.

There's a bit of a shuffle inside, and then Elliot swings open the door. He looks good; he's still in his work clothes, but Olivia notices quickly that there's a smudge of flour on Elliot's cheek.

"Are you baking?" she asks, unable to hide the surprise in her voice. Elliot, who looks surprised to see her, is so caught off guard that he seems to forget that they aren't friends right now.

"I'm making pancakes," he said. "I promised breakfast for dinner. I'm regretting that now."

"Ah," Olivia says, smiling. She'd only been talking to Elliot for two seconds, but she already felt warmer; the feeling in the chest was retreating. "Is Dickie forcing you to make chocolate-chip? Those are his favorites, aren't they?"

"I'm not sure, I don't make pancakes very often," Elliot says. Then he blinks, and it seems like he's remembering that Olivia shouldn't be at his door. He glances back into the apartment, then takes a step into the hallway, cracking the door behind him. "What are you doing here? I'm not supposed to have Luke, am I?"

"No," Olivia assures. "He and Grace are with the sitter. I came to see you."

Elliot looks at her expectantly, and nerves run over Olivia's being, but she forces herself to ignore them as best she can.

"I just wanted to ask," she begins. "If you'd want to go out on a date with me sometime."

Elliot surveys Olivia for a second, and for a moment, she's worried he's going to say no. But he doesn't and instead asks a question.

"What made you change your mind about all this?" he asks. "Because two weeks ago you didn't even let me get to that question."

"I was afraid," Olivia says, her voice shaking slightly. Internally, she curses.

"And now you're not?"

"No, I am," Olivia says, feeling her heart beat faster. "And I hate it. I hate being afraid. I'm a mom, and an adult, not a scared teenager anymore. But I'm asking you anyways because I hate not talking to you more, Elliot."

There's a pause. Elliot surveys Olivia for a moment.

"Liv, you're allowed to be afraid," he finally says. His tone has softened. This gives Olivia a little bit of hope, and so she continues.

"Okay," she says. "Okay. So, I stand before you, Olivia Benson, Scaredy Cat, asking if you'd like to go out with me sometime."

Olivia sees the corner of Elliot's mouth twitch, the beginning of a smile. She sees his head begin to nod, and so she feels a rush of relief run through before she even hears his response:

"Yes."