A/N: I don't own Arrow or its characters. Please leave a review!

When she realizes she's in love with Oliver it catches her completely by surprise.

They're watching more Game of Thrones on her couch, her head resting on his chest. Oliver is slowly stroking her hair and she's so relaxed, so content.

"You remind me of her," Oliver says, pointing to the screen.

"Mother of dragons?" she jokes.

Oliver shifts so he's looking into her eyes. "Fearless."

Her heart swells and the realization slams into her with all the subtly of a Mac truck.

She's in love with Oliver. Hopelessly, desperately in love with him.

"Felicity," he says uncertainly.

"I love you," she blurts out. "God, I'm such an idiot!"

"I don't understand," he says. "Loving me makes you an idiot?"

"No," she says, frustrated. "I'm an idiot for not picking you the minute you asked me out. What a stupid waste of time. I was always going to pick you, I was just too scared to admit it."

Oliver's face lights up. "You pick me? "

"Yes," she says, and starts to laugh. "I pick you."

Oliver jumps up off the couch and scoops her up, spinning her around the room.

"I love you," she says again.

They're both laughing and he kisses her until her head spins and she pulls away gasping.

"Does...he know yet?" Oliver questions.

She shakes her head. "Monday," she promises. "I'll tell him Monday."

Oliver holds her close, cupping the back of her head. "I love you," he whispers. "And Felicity?"

"Yeah?" She's giddy, hanging all over him.

She loves Oliver, and Oliver loves her.

Oliver gives her a smile that could light up the sky. "It was worth the wait."

xxx

Ray breaks up with her before she gets a chance to break up with him, which is unexpectedly humiliating.

He walks into her office in the middle of the day looking grim and for some stupid reason it doesn't even occur to her that they're supposed to be dating, and she hasn't seen him outside of work in almost two weeks.

"Everything okay?" she asks lightly.

He gives her a tight smile. "Do you have a minute?"

"Sure," she says brightly. "Is this about the board meeting coming up, because I swear, once we show them the prototype they're going to be over the moon-"

"Felicity."

"Yes?"

"This isn't a work matter."

"Oh," she says softly. "Okay. What's this about?"

He gives her an evaluating look. "I think you know."

"I'm sorry?" she asks tensely.

"It's my fault," he says absentmindedly.

"What's your fault?"

"This." Ray motions back and forth between them. "We never clarified what we were. I guess I can't be surprised, really. I wasn't thinking clearly. When it comes to you, I just - well. Anyway. I only have myself to blame."

"Ray, I don't understand what you're talking about," she says nervously.

"Felicity," he says, and she wonders how she missed the hurt look on his face. "You're in love with Oliver Queen."

Her mouth drops open. "Excuse me?"

Ray drops something on her desk. It's a local magazine, a tabloid, open to a Seen Out and About feature that captures Starling City's glitterati coming out of nightclubs and exclusive restaurants.

On the page is a photo of her and Oliver leaving Table Salt last night. His hand is low on her back and she's turned into him, mid laugh.

"I'm so sorry," she whispers. "It's not...you and I..."

"We never said we were exclusive."

"I'm sorry," she says again, because she doesn't know what else to say.

Ray looks at the photo, shooting daggers at the picture of Oliver's face. "I'm sure you are."

xxx

Oliver comes over exactly half an hour after she texts him, brandishing a paper bag.

"You said it was an emergency so I bought two," he says, pulling out containers of ice cream.

"Thanks," she sighs, taking them from him and settling in on the couch, spoon in hand.

"I take it the break up didn't go well?" Oliver asks wryly.

"Nope," she sniffs, rubbing her eyes.

"What happened?" he asks softly, hand on her knee.

"I know this is a weird question," she says, "but do you think for the next ten minutes you could listen to me as a friend and not...whatever we are?"

Oliver nods, opening up one of the pints of mint chocolate chip and handing it to her. "Sure."

"Okay," she says, sitting up. "So I started dating this guy from work. The thing was, I was kind of secretly in love with someone else, but I thought we could never be together, so I figured, why not, you know? Better than being alone for the rest of my life."

"Felicity..."

"And then the guy, the guy that I've been pining over for two years, finally asks me out. But instead of breaking up with Ray like a decent human being, I just started dating both guys because...because..."

"You were afraid I would leave you again," Oliver finishes for her. "You were trying to protect yourself from getting hurt."

Felicity nods tearfully. "And I was so selfish I didn't even think that I might be hurting someone else. But I did. I didn't even get a chance to talk to him about it first."

Oliver frowns. "What do you mean?"

"Someone took a photo of us leaving dinner last night. Ray saw it in the Starling City Daily."

"Oh no," he says softly.

"Yeah," she snorts. "So you can imagine how well that went over."

Oliver sighs. "I'm sorry."

"Don't," she shakes her head. "This is my fault. I broke the poor guy's heart because I was too chicken shit to admit what I actually wanted...who I actually wanted."

She puts the ice cream down and buries her head in her knees. "I'm a terrible person," she moans. "I hate myself."

"Hey," Oliver says roughly, pulling her to his side of the couch. "You're not a terrible person. Believe me, I would know. I've met many terrible people."

"Oliver, I treated him like he was...expendable. Like I could string him along while I dated you so if things didn't work out with us I had a backup. That's disgusting. I'm disgusting," she wails.

"You're not disgusting," Oliver says firmly. "You were confused. You were afraid I'd break your heart again."

"It doesn't make it okay," she protests.

"He'll get over it," Oliver says. "He'll understand."

"I really didn't mean to hurt him," Felicity cries. "See, this is why I don't date, because everything just gets all screwed up and people get hurt. It sucks."

"We're still dating, right?" Oliver asks, sounding a little worried.

"Yeah," she sighs, wiping her eyes. "Of course."

"And you're not seeing any other guys?"

"Not ever," she says. "Clearly that was the worst idea I've ever had."

"Felicity," Oliver says, and when she looks up at his face he looks nervous.

"What?" she murmurs, reaching up to cup his cheek.

"Do you think...could we...I want you to be my girlfriend," he blurts out.

A small smile creeps onto her face. "Really?"

Oliver nods seriously. "If that's okay with you."

She kisses him with wet cheeks. "It's more than okay, Oliver."

He wipes tears off her face. "You're a good person," he whispers. "You feel empathy and compassion more than anyone I know. You go out of your way to avoid hurting people. Talk to Ray. He'll understand. If he's really a good guy he'll want you to be happy."

"I'm starting to hate that word," she mumbles.

Oliver shakes his head, smiling. "I'm not," he says. "This is the happiest I've ever been."

xxx

She goes to work early the next morning and waits for Ray in his office.

"What are you doing here?" he asks stiffly, when he comes in and sees her there leaning against the desk.

"This is for you," she says hurriedly, handing him a cardboard cup of coffee.

He doesn't say thank you but he takes it with a nod.

"Can I have five minutes?" she asks. "Please?"

"Even if I say no you're going to say whatever is you came here to say anyway."

"I just want to apologize."

"You already said sorry," he says, looking off to the side.

"I know I did. I just...I wanted to explain. Oliver asked me out, and I should have told you, like immediately."

"Yeah, you should have."

She bites her lip. "But I didn't. Oliver and I...it's complicated."

Ray smiles wryly. "You love him. It's not complicated."

"I didn't realize that was how I felt at first. We have a lot of history," she explains haltingly. "I didn't think...if I had known something was going to happen with him I would have never started something with you."

Ray nods. "I didn't realize...I knew he was in your life but I wasn't aware that I was competing with him."

"It wasn't like that. I care about you, I really do, its' just that..."

"I'm not him," Ray says softly.

She nods, shame burning in her chest, when she feels a strong hand on her shoulder.

"Tell me he makes you happy," Ray says quietly.

She blinks rapidly and swallows. "He does. He makes me happy."

"Well then," he says with a shrug. "What else is there to say?"

"Are you angry?" she asks softly.

"No," he says. "Disappointed."

"I'm sorry."

"Please, Felicity," Ray says, "stop apologizing."

"I never meant to hurt you," she pleads. "I really need you to know that."

Ray cups her elbow. "I do," he says seriously. "Thank you for telling me the truth."

She leans in and gives him a quick kiss on the cheek. "You're a good man, Ray. You deserve better than me."

He laughs quietly. "I don't know about that."

She smiles shyly. "So we're okay?"

"Yes," he says gently. "We're okay."

"Um..." She teeters in her heels, nervously fiddling with her glasses. "You're not going to fire me, are you?"

Ray chuckles. "I'm disappointed Felicity, not stupid."

"Thank you," she says. "Thank you, thank you, I'm so sorry again, thank you for not firing me."

"You're welcome," he says gently.

She turns to leave but hovers in the doorway when he says her name.

"You're special," Ray tells her. "I hope you know that."

She gives him a sad smile. In another world they could have been really good together.

"Thank you," she says. "I know."