A/N: Bit of a 'what if' for 3x08. From Caitlin's pov. Enjoy, and please let me know what you think. :)

The panic in Felicity's voice was the first thing Caitlin noticed, quickly followed by how Lyla went immediately on alert. And then all hell broke loose.

She wasn't ashamed to say that she ran. Although she'd only been working with Barry for a few short months they'd had their share of dangerous situations and she was secure enough in her abilities to know trying to take down a trained agent wielding deadly boomerangs was not in her wheelhouse.

Tucked out of sight she could only hear as Felicity and Lyla shouted to each other; short, decisive words, nothing superfluous as first the dings and pings of the boomerangs ricocheting could be heard and then the unmistakable sound of gunfire.

Caitlin flinched with each shot and dared to risk a peek when Felicity screamed for Lyla to get down.

The desperate 'No!' that followed made her gut clench just before a large explosion rocked the floor beneath her. Then it was only a matter of seconds before Felicity was yelling her name.

Caitlin slipped out from her hiding spot to see Lyla writhing on the floor in pain, boomerang sticking out of her upper right chest.

"Keep pressure on the wound!" she directed Felicity as her medical training kicked in. This was her wheelhouse and she would be damned if she let the woman who tried to save her die.

Felicity's voice was high and shaky as she pleaded with Lyla to stay with her, to keep breathing as Caitlin scoured the meager medical supplies as quick as she could, making a distracted mental note to gift their friends in Starling with a top of the line medical set up as soon as possible.

"She's not breathing!" Felicity cried as Caitlin crashed to her knees beside them, quickly injecting Lyla with a dose of epinephrine.

"Defibrillator? Oxygen? What do you have?"

"All of that. Over there," Felicity pointed behind them near the long utilitarian table Caitlin was just then realizing functioned as their surgery. The blonde's face pulled into a pained grimace as she gestured but there was no time to focus on it. She needed to get Lyla on the table as soon as possible.

"Help me move her."

Quickly Caitlin taped gauze into place around the protruding metal and they some how managed to get Lyla the few feet from where she lay to the table.

Ignoring her own racing heart Caitlin moved as fast as she could, pulling the crash cart up as Felicity hooked tubing to the oxygen, handing the mask over as she adjusted the valve.

"She's breathing on her own, but this should help for a bit," Caitlin assured her as she began to peel the gauze away to see the point of entry.

"Can you take it out?" Felicity queried, her worry evident as she stroked loose hair from Lyla's face.

"I think so. It hasn't hit any major arteries, but it's deep. I can't operate here."

"The guys will be back soon. They were only a couple miles away when-" Felicity choked off as she remembered what had happened. "She can't...she's a new mom...the baby…"

"She should be fine. I'll remove the boomerang and put a pressure bandage on. Her numbers are already stabilizing," she pointed towards the monitor, but when Felicity turned to look at them herself Caitlin gasped.

"Oh my god, Felicity!" she cried, body already starting forward and then rocking back because she couldn't let go of Lyla. "You were hit! In the back, you…" the right side of her blouse was stained, a long ragged tear through the fabric gaping open to show the still bleeding wound.

But Felicity didn't look surprised, all she did was shift towards the table some to lean on it heavily, "I know. It's just a graze. Lyla needs your help."

Caitlin locked eyes on the woman she'd grown to view as a friend and saw the dead set determination on her face.

"Felicity-" she breathed out, shaking her head.

"Caitlin, it can wait." she said sternly, "What do you need?"

With a hard swallow she nodded once, not happy that she couldn't help both of them at the same time, but understanding the logic to Felicity's selfless triage.

As she rattled off supplies Felicity began to gather them, moving slower than she would have if she wasn't injured, but not stopping.

They worked well together, Felicity seeming to anticipate her moves more often than not, handing her things before she asked. "You guys do this a lot?"

"More than I care for," Felicity answered tightly, "Digg's the one with medical training but...you pick up things. Though I'm not one for sewing up my own wounds like Oliver is so…"

Caitlin grimaced at the thought and then set her attention on Lyla. The nerve wracking part came when she pulled out the slim curved bit of metal, not knowing if it would be accompanied by an uncontrollable spurting of blood. When the wound just flowed normally they both let out sighs of relief.

As Caitlin finished up she kept shooting worried glances at Felicity who had become more and more pale, a fine sheen of sweat breaking across her skin.

"You're going into shock," she declared.

"Yup," Felicity agreed, biting her lip as she dipped her head in reply.

"You need to sit at least."

"I'll be fine. Just worry about Lyla."

With a glance to the monitors Caitlin reached over and removed the oxygen mask, before looking down at her patient, pleased to see she seemed to be holding her own for the moment.

She'd just opened her mouth, this time deciding she wasn't going to take no for an answer when they heard the door open and the sound of heavy footfalls.

Oliver hit the bottom of the steps first, taking in everything with a single look, eyes widening in shock when he saw where they stood and why.

But it was Mr. Diggle, pushing past the rest and rushing to Lyla's side that propelled Caitlin into action. As he gently cupped her cheek she explained what she'd done, but that Lyla still needed surgery and it couldn't be done in the foundry.

All it took was one desperate request and Barry was scooping the injured woman as carefully as he could before heading for the hospital Oliver had directed him too. Mr. Diggle was right behind them and when the immediate drama was over Caitlin turned her full attention to Felicity.

"Sit. Now. No more excuses," she ordered, using the voice she often turned on Barry when he was being difficult.

"What's wrong?" Oliver asked immediately, moving to approach Felicity's side, but she deliberately kept herself turned from him as if she didn't want him to see what had happened.

"It's just a scratch, Oliver." she said dismissively, but he must not have been fooled by her weak voice and the way she clutched the table to keep herself from falling.

In a blink he was shoving his bow behind him for Roy to take unasked as he reached a hand forward to clasp her upper arm, turning her slightly just as Caitlin pushed a rolling chair next to her.

The sharp hiss of air dragging through his teeth when he saw her injury coincided with the moment where her body finally gave out. Her knees sagged suddenly, head falling forward as Oliver stepped in to catch her.

"Sit her down," Caitlin directed, one hand on Felicity's uninjured side, guiding her into place as Oliver dropped to one knee in front of her, both hands planted securely at her waist as her forehead rested against the top of his shoulder.

"I told you you were going into shock,"

"Are you always like this when you're right?" Felicity's voice was slightly slurred as she spoke and Caitlin saw Oliver's eyes widen in fear.

"You should hear her when Barry's getting patched up," Cisco interjected from behind her, but he was also already digging through drawers and tugging out the items he knew she'd need.

"Barry never listens, that's why." Caitlin replied.

"I believe that," Roy added, just before Oliver exploded.

"Enough!" he shouted, loud enough that Caitlin froze while slipping on new gloves and Cisco looked like he'd been struck. Felicity's head lifted far enough so she could look at Oliver and all it took was her saying his name once for the fire in his eyes to subside, "What the hell happened?"

"Harkness remotely activated the phone...backtraced it here...and boom, not so secret Arrow cave," Felicity was trying to sound nonchalant but the way Oliver tensed and the way her words sounded forced ruined her attempt.

"Lyla got hit with one of the boomerangs, but Felicity saved us. I didn't realize until we were already working on Lyla that Felicity had been hit too," Caitlin resumed her preparation and began to cut away the now ruined blouse.

An overly loud throat clearing made her lift her head to see Roy standing behind Oliver with his arms crossed sending a hard glare at Cisco who looked confused for a second until he looked down at Felicity's now bare back and gulped before hurriedly making his way around to stand next to Roy.

Oliver's eyes were locked on Felicity's face and for a second Caitlin almost felt like she should move away. Because she knew that look, she'd lived that look. She'd had that with Ronnie and she didn't understand why the two people in front of her were denying themselves that. She'd give anything to have it back again.

"I'm sorry," Oliver whispered, head lowering as Felicity shakily raised a hand to pat his chest.

"It's not your fault. I missed it too," she assured him.

"You got hurt."

The unspoken 'again' was obvious to everyone in the room and all Felicity did was let out a long sigh.

She hissed as Caitlin wiped the cut, "Sorry, it's going to sting. You'll need some stitches."

"...starting quite the collection," Felicity said with a humorless laugh, but Oliver reeled back as if she'd hit him, the stricken look on his face telling anyone that was looking that the mere idea of Felicity being hurt was something he could not handle.

"Sorry," she whispered, head falling forward again. Her hand fisted the leather strap to his quiver, but the clench in Oliver's jaw didn't lessen.

As Caitlin prepared the syringe to numb the area she noticed a small puckered scar higher on Felicity's shoulder blade. It was healed over, only the faintest of pink to distinguish it from the skin around it, but she recognized a bullet wound when she saw one and a knot formed in the pit of her stomach as her mind raced, wondering exactly what life was like in Starling City.

Felicity took a shaky breath and Oliver shifted imperceptibly closer, "You know I don't like pointy things."

"I know," he acknowledged solemnly.

After that they were both silent while she waited for the numbing agent to work and put in seven neat stitches. If she noticed the way Oliver's eyes fell shut as Felicity breathed into his neck, or how his thumb drew slow circles over her hand she didn't let on. She focused on her task and pointedly ignored the way Cisco couldn't seem to stop staring.

"Do you want something for the pain?" Caitlin asked, "The lidocaine will wear off soon and with the location of the injury-"

"No. I'll be fine."

"Felicity," Oliver said quietly as she pulled back.

"I need to find Harkness and I can't do that if I'm loopy on pain medication."

He looked as if he were about to protest but remained silent, although he was obviously not pleased.

Barry blew back in just then, causing Oliver to leap to his feet and turn, blocking both Felicity and Caitlin with his body until he realized who it was.

"Whoa, just me, big guy," Barry said quickly, "Dropped Lyla off at emergency, she's in good hands."

"I'll just finish up here and then go over to check on her, see if Mr. Diggle needs anything." Caitlin offered.

When Oliver stepped back Barry got his first look at Felicity and immediately began asking questions. Luckily Cisco stepped in to answer them because Oliver looked like he was about to blow.

"Do you have something else to wear? I sort of had to cut your blouse," she said apologetically.

"Yeah, I've got a bag and...that's okay, I think it was a bit of a lost cause before you took scissors to it."

Oliver ran a rough hand over his head and Caitlin didn't miss the worried look Felicity held on him before she clutched the remains of her top to her chest with one hand and carefully rose to her feet.

His arm flashed out to grasp her elbow and they both went still, eyes locked on each other, and this time Caitlin did turn away, the moment too loaded and too personal for anyone else to witness.

There were hushed words she couldn't quite make out and when she did turn it was to see Felicity slowly making her way towards the back, taking the bag Roy held out for her as she passed him.

Oliver stood like a marble statue and once she'd stripped off her blood stained gloves and thrown them away she cautiously approached, waiting until he turned to let her know he saw her before she spoke.

She gave him a small smile before she began, "Oliver...I know I don't really know you that well, but...I lost the man I thought I was going to spend the rest of my life with. Felicity...she has the same look in her eyes that I see in the mirror, except you're still here. I just...if I had just one more day with Ronnie, I'd take it in an instant," her voice choked with tears and she had to pause and take a deep breath before she could continue, "Whatever is keeping you apart...it's not worth it. Not with the lives you lead."

Before he could reply she slipped away, discretely wiping her eyes as she headed back to the desk and grabbed her things.

As she headed up the stairs she turned back just in time to see Felicity emerge from the back, new black sweater in place, looking as if nothing was wrong. But Oliver tracked her every move and the want and need splashed across his face was enough to make her heart clench in sympathy.

Barry caught her eye as she continued up the stairs, giving her a tight lipped but knowing nod. He saw it too.

Hopefully Starling's hero would figure out that he wasn't alone no matter how much he thought he had to be.