The drive back to his apartment was filled with every thought imaginable.

He had kissed her. Again.

He had comforted her. Again.

But she was out with Tucker. Again.

Elliot's head was a mess. Taking the long way home only gave him more time to think, his attempts to distract himself not working at all. Finally, he decided to go to the gym hoping to wear himself out to the point that his brain could rest and he wouldn't keep thinking about what was happening with her and Tucker at that very moment.

Instead he tried to focus on the positive. When she was in trouble it was him that she allowed herself to be vulnerable with. Her mini meltdown in the car, while normal for a parent, especially a single one had concerned him. It wasn't like Olivia to show signs of weakness but if there was anything that could bring you to your knees, it was the love and well being of your child. There was no doubt in his mind that she was a good mother, although he had yet to see her and Noah interact but it pained him to see her doubt herself so much.

Elliot walks away from the weight bench and over to the heavy bag. The gym is pretty much deserted because it's a Friday night and he's grateful for the solitude. As he puts on the gloves and starts to take a few shots, his hits become more and more aggressive. Somehow, his thoughts had quickly turned to Tucker and he's whaling more and more on the bag. Everything he'd said to him over the years. Their arguments, the accusations, the satisfied smirk on his face when he turned in his gun and badge after he threw Olivia in his face. She was his weakness, and Tucker had capitalized on that…... in more ways than one.

"Damn man," Mark, one of the trainers walks in wide eyed. "You got a lot on your mind?"

Elliot chuckles, holding the bag to stop it from swinging. "You have no idea. What are you doing here?" he asks. Breathing heavy, he walks over to the water fountain.

"I was about to ask you the same thing." Mark puts on his gloves and watches Elliot closely. "It's Friday night. Shouldn't you be out or something?"

He and Mark had developed somewhat of a friendship since he left the force and was hitting the gym more and more to blow off steam.

Elliot wipes the sweat off his forehead with a towel, drinking a little more water. "I guess I should be but I'm not really up to it tonight."

"Wanna go a few rounds?" Mark offers bumping his hands together.

"I don't know if you want that tonight man. I have a lot on my mind."

"That's the best time. Let's go old man."

Olivia soaks in her tub, her finger brushing along the rim of her wine glass perched on the edge. Coupled with the hot water and lack of food, the alcohol is seeping quickly into her bloodstream. Exactly the way she needs it to be.

Everything almost seems like an alternate universe. As soon as she gets used to things being one way the rug is pulled from under her. She remembers the exact moment she realized that Ed was possibly a different person than she thought he was. During the trial with Nick's dad when he actually showed some sympathy for his situation and they talked about everything and nothing over drinks at the bar. It had opened her eyes to her new reality that she was now seeing other people as allies and friends that she would've never thought possible.

Cragen was gone, Munch was gone, Nick moved to California. One by one people kept disappearing from her life and she was trying like hell to hold on to some constants.

She picks up the glass taking the last sip of the wine, closing her eyes as it slides down her throat and tears well up in her eyes.

So here she lies. Again.

Disappointed. Again.

Angry. Again.

Drinking. Again.

Ed wasn't the person she wanted him to be. Or needed him to be. Deep down she guesses she always knew that one way or another. The emotional side of her wants to say that if Elliot claims he's changed then maybe Ed has too. But if she had been a person led by her emotions then she would be living a much different life than she is now. She's always let rationality rein supreme even if her heart wanted something different.

Things could've been different if Ed hadn't forced Elliot's hand to resign. Or would they have been? She would never have the answer to that question. Trying to remind herself that things always turn out the way they are supposed to be, she lets the tears roll down her cheek quietly not bothering to wipe them away.

She doesn't know how it got this way. When she started existing instead of living. She has Noah, she's a mother. That should be enough to make her happy. But it's not. There's still a piece that's missing. Something that doesn't quite add up. Laying her head against the back of the tub she tries to remember when it all went sideways. She's had more than her share of tragedies in her life but there was something that made this all different.

Maybe she shouldn't be missing those appointments with her therapist for work.

Maybe she needs more help than she thought.

Maybe it was a bad idea to be Lieutenant and she should've just stayed a detective.

…..Maybe she just needs to go to bed.

After sparring with Mark and talking a little bit after when they both changed clothes and headed out, Elliot decided to call Pippa. Everything with Olivia was up in the air and he didn't know where it would lead but one thing he wouldn't do is lead Pippa on. Especially since her and Olivia worked together. She answered when he called and he could tell she was a bit put off until he asked her to meet up at a small restaurant near her place.

Now he stands outside waiting for her, his hands stuck nervously in the pocket of his jeans fiddling around with loose change. He doesn't have anything prepared of what he will say or how he will say it, all he plans to tell her is the truth and hope that she doesn't hate him.

Elliot pulls his phone out of his pocket, a little disappointed that he doesn't have a message or call from Olivia.

She must still be out with Tucker.

He exhales and starts to pace back and forth on the surprisingly quiet sidewalk. There are a few stragglers who watch him for a brief second and go back to their business.

"Hey there you are," Pippa says as she walks towards him. Her red hair is perfectly straight and she's dressed somewhat casually in dark blue jeans, a cream blouse and dark blue crop jacket. She's a beautiful woman no doubt but as is the case with any woman he's met after his divorce, she's just not Olivia.

Elliot pulls her into a hug. "Thanks for meeting me on such short notice."

Pippa steps back and looks into his eyes and her demeanor instantly changes. She knows. "It's not a problem," she says cooly. "Ready to go in?"

"Yeah." Opening the door for her, he falls in step close behind as they settle at a small table near the back. For a Friday night, it's pretty quiet and he's thankful that his many years of being a New Yorker has afforded him the ability to know where the hole in the walls are with the best food.

They are only sitting down for a minute, when Pippa clasps her hands together staring him straight on. "You aren't interested in seeing me anymore are you?"

Elliot stiffens for a brief moment, fidgeting with his menu. "Umm wow."

"Sorry I'm just not a beat around the bush kind of gal," she adds and sets the menu aside.

"I appreciate that. I uhhh-look I think you are great," he explains and she rolls her eyes.

"Elliot it's fine. I've been around the block a few times. I know how this works. Is it Olivia?"

His eyes cast down away from her blue ones. "Yes and no."

The words are getting lost in his head somewhere but he needs to find some way to explain this to her that doesn't make it sound like the complicated shit show that it is.

The waitress comes and takes their drink order, water for him, diet coke for her and then he's back trying to explain a situation that he's not sure he has a full grasp of. "The thing with me and Olivia is complicated but until I figure it out I don't think it's a good idea for us to continue to date. I would just feel like I'm leading you on and I don't want to do that."

Pippa nods, unclasping her hands and crossing them instead. Her defenses go down just a little bit, happy that he's at least being honest. "Elliot, I knew you had something complicated with your former partner. In fact, before I knew it was her I confided in Olivia about it."

His eyebrows furrow in surprise. "You knew?"

"You would have to be blind not to see," she laughs uncomfortably. "Her and I haven't really talked about it but I've noticed that she's been a bit more tense around me lately so I figured there was something up."

"I want you to know that her and I have not sle-"

Pippa's hands go up to stop him. "You don't have to explain yourself. The truth is me and you went out on a couple of dates. We weren't exclusive, I get that. Plus I know she's seeing someone so I never took her for the type to be a two timer."

"Yeah," Elliot rolls his eyes. "Tucker I know."

Pippa stills in surprise. "Tucker. As in Ed Tucker from IAB?"

Shit, he curses to himself. "Forget I said anything."

"No," she looks bewildered tucking her hair behind her ear. "It's just surprising that's all. I saw them a couple of times together and I never would've figured-well anyway."

He nods not quite sure what to say next and a little intrigued that Pippa had been around Olivia and Tucker and was unable to tell they were dating. She seemed pretty intuitive and was able to read him and Olivia before she even saw them together.

"Thank you for being understanding. I don't know what will happen with all of this but I know I have to figure it out and get my shit together before I can date anyone."

Her teeth bite down into her bottom lip while she contemplates. "I appreciate you being honest with me."

Elliot exhales in relief, his arms relaxing on the table. "Really?"

"Yes, really," she smiles at his obvious relief. "I know it's all a bit awkward but the truth is you could've let this go on longer and get more weird for all of us and you didn't. I can't help but respect that."

"Thank you," he reaches out and touches her hand. "You really are a great woman. I really do have fun with you."

The waitress stops by in front of them. "Are you guys ready to order?"

Nervously, he looks over at her wondering if she even wants to stay.

"Yes, I'm ready. Elliot are you?"

He smiles and looks at his menu again. "I think I am."

They both order their food and make idle chit chat until their food arrives.

"So what are you going to do?" Pippa asks twirling the pasta on to her fork.

He stares back at her confused. "About what?"

"Olivia."

Picking the linen napkin up off his lap, he dabs the corner of his mouth and takes a sip of water. "Well like you said she's seeing someone so it's not really up to me, it's her decision."

The feeling settles in the pit of his stomach as he utters the words. He was for all intents and purposes completely out of control in this situation. A place that he was not comfortable and was a trigger for him in a lot of ways.

"So let me get this straight," she drops her fork and leans in a little to look him square in the eye. "You're going to break it off with me to stand by on the sidelines and watch what she does next?"

Elliot continues to play with his food, realizing just how dumb the idea sounds now that it's said aloud. It made more sense in his head. "It has to be her decision. I'm not going to push myself on her."

"Look, I know that Olivia has been through a lot. More than anyone should have," she begins and their eyes meet in a silent understanding of what she means. Lewis. "And her and I aren't best friends but I know her well enough to know that she's not always the best in going for what she wants on a personal level."

"She will fight for others before she will fight for herself," he mumbles. "Yeah I know."

"And you're not going to do anything about it?"

He shrugs his shoulders and drinks more water trying to buy himself time before he answers. "I don't know what I'm going to do."

"Look Elliot you're a good guy," she begins and he starts to chuckle. "What? What's so funny?"

"After I ended things with us because of some feelings I have for someone you work with who is dating someone else you are telling me I'm a good guy. Kinda ironic hunh?"

Pippa starts to laugh and he notices again just how attractive she is. His life would be so much more simple if he could just fall for her. If there was no Olivia. But simple didn't always equate to happiness. He had the divorce to prove it.

"Not ironic," she leans forward, her hands folded in front of her. "Most guys I know would've seen what would happen with Olivia and go out on a few more dates with me, get sex and then tell me that it's not working out."

Elliot looks at his watch. "Well…."

"Oh shut up," she hits him with her linen napkin.

"But seriously. I'll figure it out one of these days."

"Can I offer up some advice?"

He chuckles and pushes his plate to the side. "Haven't you been doing that since we sat down?"

Pippa puts her hand up in surrender but continues to talk nonetheless. "Okay you got me there but seriously. If I could give you any advice it would be just to go for it. If there's one thing that you and I know from the work we do that tomorrow is not promised. You never know when it's over, ya know?"

"Yeah," his lip curls up slightly. "I know. All too well."

"Can I interest you guys in some dessert?" the waitress asks.

"None for me thanks," Elliot declines.

"Ill take a dessert menu. He just dumped me so the least he can do is pay for dessert."

The waitress looks dumbfounded and they both laugh in response as she hands Pippa the menu.

He finally starts to relax and feels a weight lifted off his shoulders. Pippa exhales and shakes her head while she checks her cell phone.

"What?"

"Nothing."

"No what? Tell me."

"That was my niece texting me about going dress shopping tomorrow. I got invited to this party next week, big formal shindig next week for one of my colleagues retiring and I was actually going to ask you tonight to go with me but now.."

"I'd love to go," he interrupts.

"Really? It will probably be boring as hell."

"A bunch of lawyers I'm sure it will be," he laughs. "But seriously I have a couple of really good suits somewhere. You've really helped me out a lot tonight, just talking and the advice. Let me return the favor."

Pippa smiles, considering his offer. It wouldn't be the first time she went with a guy to an event and it was purely platonic. Plus, she did have a nice time with Elliot so if anything it would make Dodds' retirement party a little more manageable.

"Ok," she agrees. "It's a non date."

They clink their glasses together to seal the deal.

Olivia tosses and turns in the bed, half awake half sleep. Voices are hard to make out. She hears a voice she thinks is Elliot's and then one voice that is unmistakeable.

Let it rain.

And she jerks up in the bed, gasping for air. Her chest is heaving, small beads of sweat rim her forehead. Closing her eyes, she steadies herself.

She's at home.

In bed.

Safe.

There is a faint buzzing sounds and she looks to the left to see her phone vibrating against the nightstand. As she answers, she focuses on the display on her iPad. She had managed not to wake Noah.

Without looking at the screen she answers. "Benson."

"Liv? Were you asleep?"

Exhaling, she looks over at the clock. 11:52pm. "I had just woken up. What's going on?" Her voice is a little shaky but with every passing moment her heart is slowing down.

"Nothing."

She closes her eyes, pulling herself together. "Elliot, it's almost midnight. You didn't call me just for nothing. What's up?"

Elliot is silent not really knowing what to say. "I just wanted to hear your voice. That's all."

Olivia grips the phone tight against her ear and sinks back into the bed, her hair fanning across her pillow. She's safe. William Lewis is dead. Elliot is on the phone. "It's good to hear your voice too."

"Are you ok?"

She stalls a little too long. "I'm fine."

"Liv?"

"I'm fine El."

"You know if you're not fine that's ok too."

She smiles just a little, hearing the slightest bit of amusement in his voice. "Yes I know that's ok."

"So I have a confession."

Olivia rolls on her side, snuggling into the phone. "And what's that?"

"I ended things with Pippa."

Her breath hitches and she clears her throat trying to find her voice. "Oh wow. Umm I'm sorry to hear that."

"Are you?" he asks instantly. "Are you really sorry that her and I aren't seeing each other anymore?"

He has her there. "If you were happy with her and you're not anymore then yes I am sorry about that."

"She's a nice girl but it wasn't right to be with her when I have feelings for someone else."

Her eyes screw shut. Not right now. She can't deal with this right now after getting into it with Dodds, her argument with Ed and the nightmare with Lewis. "El-"

"I know. It's late and I wasn't trying to….I just wanted you to know."

Sighing in relief, she scoots back into the bed trying to get more comfortable. "Ok."

"So," she hears him shifting in the background presumably getting relaxed as well. "What are you doing awake? It's late."

For a moment she considers telling him about the nightmare but decides not to. "You know I've always been a night owl."

The lie flows easily and she's almost sure he doesn't believe it but he knows her well enough to know not to delve further right now.

"Why are you awake?" she asks him.

"I'm a bit of a night owl too."

She huffs and rolls her eyes. "Ok if you say so. Is Pippa ok?"

"Yeah she was perfectly fine. She wasn't surprised." He says it so nonchalantly that it gives her some relief. If there's one thing she knows that Elliot can't handle hurting someone's feelings. If Pippa weren't taking it well he would be in a much different mood.

"So..you're telling me I don't have some uncomfortable days ahead at work then?"

"Oh no you probably do," he jokes and she actually laughs. It felt good to laugh.

"Well thanks for that."

They are silent again and she can feel him holding back on not asking her about her night with Ed.

"We went to dinner, we discussed the situation and then he dropped me off. That's it."

He sighs audibly and she hopes and prays he doesn't push it.

"Ok."

"He admitted that he brought me up during your resignation," she adds closing her eyes at the memory. "He feels justified in it but I don't agree. That's all I will say right now."

Everything else about his role in her life and their disagreement about Elliot holding her back is too deep of a conversation for tonight.

"Ok," he says again and there's more silence.

Watching Noah on the screen and listening to Elliot's soft breaths on the phone gives her a sense of contentment that she can't quite explain. But she doesn't want to. Instead she wants to wrap herself in it and fall blissfully asleep.

"So tell me about your day. You don't have to go into detail about the Pippa stuff. Talk to me about something," she yawns. "Anything."

"Well. I went to the gym and boxed a few rounds."

"Ok this will certainly put me to sleep," she smiles, her eyes already fluttering closed.

"You're hilarious when you're half asleep," he responds and she can hear the exhaustion seeping into his voice.

"Just keep talking."

And he does. Elliot talks about the kids and their latest antics. She laughs quietly and adds a story or two about Noah. They both talk until Olivia finally falls asleep, the phone still planted firmly to her ear.

The last thing she registers in her subconscious before she falls into a deep sleep is him whispering, "Goodnight Liv."