He lay there, sheets wrapped loosely around his torso, staring up at the ceiling. He had been looking up there for so long, he had burned each ridge and white speck of paint into his brain to last him his entire lifetime. But he couldn't seem to tear his eyes away; at least this way his mind was focused on inanimate objects rather than the warm lips of Olivia Benson.

Because that was where his mind seemed to wander ever since he had kissed her. He could think of nothing else but what it had felt like to finally kiss her. The image danced around in his head and he found as he replayed it so often that the kiss had not just been good like he had always thought it would be; it was incredible.

Too bad he would never be able to do it again.

He had realized too late, after he had kissed her on the steps outside Taylor's office and made a mountain out of a molehill when it came to his harbored love for her, that kissing her had been a colossal mistake. She had pulled away so quickly that he barely had time to lick his lips before she was out of his sight. He knew then that not only were the feelings not reciprocated but he had probably just ruined their friendship and what little he had left of a work relationship all in one fell swoop.

He mentally kicked himself for being such a bumbling idiot. How could he do something like that?

But none of his excuses explained why she had kissed him back. Because she had kissed him back. Her lips had clearly been moving with his, returning his kiss in the same gentle manner with which he had been kissing her. He remembered so vividly the way her fingers gripped him so tightly at his lapels like she never wanted to let go, the way the soft moan that she let escape reverberated throughout his body, the way she moved her body flush against his out of her own inhibition.

She had been as invested in the kiss as he had been.

But then she had done what she would always do. She had run before that investment had a chance to turn sour. When it was still good enough to pursue but on the teetering edge of being something more than what she wanted. He had witnessed this so many times before that he chided himself for actually being surprised that it had happened this time. Could he really expect anything more?

He wanted to clear his head as he knew he would have to face her soon. They would inevitably get called in on a case and would have to work together to solve a crime. They would investigate, play Sherlock and Nancy until each puzzle piece was put back into its place and the day was saved by the heroes of Manhattan. Because it's what they do.

There was no room for falling in love with your partner.

He made a move to get up from his comfortable bed, reluctantly leaving the warmth of the cotton in search of a shirt to cover his naked chest. He rummaged until he found a ratty shirt with the NYPD logo tattered across, intending to brew a pot of much needed coffee to cure him of his atrocious headache. He stood there in the kitchen, barefoot and rubbing his temple as he started to pour the beans when he head the light knock on the door. It was just after dusk so he was wondering who might be dropping by this late, but it could only be one person. Not even his kids nor Kathy would stop by at such an late hour on a work night.

"Elliot?"

He laid the measuring cup on the counter and jogged to the door, unlocking the deadbolts and glancing into the peephole for clarification. Elliot took a deep breath and opened the door, forcing a small smile. "What are you doing here?"

He let her inside without so much as another word, closing the door behind him with a whisper and started to pad back into the kitchen, but she stopped him, gripping his wrist with her fingers. He saw a look in her eyes that had never seen before. "You kissed me, Elliot."

He furrowed his brow in confusion at her remark. "You kissed me back."

"I meant that you kissed me. Really kissed me."

"I really kissed you," Elliot pointed out again to emphasize, not entirely sure where this notion was headed but he went along with it. "You kissed me back."

She ran a hand through her wisps of hair, an exasperated sigh escaping her. He noticed then that she refused to meet his eye. "I did kiss you back."

"Olivia," Elliot lifted her chin with his thumb so that he could make her look at him instead of watching her avoid him. Her eyes twinkled like the tears were about to spill. "Are you okay?"

"I just don't want you to have kissed me, or even for that matter been so not Elliot with me, because it was some sort of pity deal. I was pretty bent out of shape and fragile after everything Taylor had said and you kissed me, crying my eyes out in front of you and upset and I don't want you have to have done this for all the wrong reasons," Olivia said, her voice dropping low for her last words. "I don't want you to regret it."

His eyes flashed, sparkling bright and she saw raw emotion there; she had hurt Elliot somehow with what she had said. Elliot was hurt. She wasn't sure she could fathom such a rare spectacle. "Is that what you think, Olivia?"

"I don't know what to think, Elliot," Olivia said in a soft voice, the softest he had ever heard her use. "I have been hurt so many times before that I have to prepare myself in advance for the next time it happens."

She had now perched herself on his years old couch, tired from standing before him, afraid her knees would buckle due to the sheer gaze of his piercing blue eyes. Elliot got down one one knee, grasping her hand in his, making sure this time her eyes were forced to look at him and she had nowhere to run. "You really think I would hurt you?"

She gave him a small smile, a smile that reflected the sadness she kept buried deep within her. "You could have any woman in the world. What would I - "

He threw a hand up to interrupt her, angry with the conclusion she was about to make. "Please don't finish that sentence, Olivia, because it's one hundred times over the most incorrect statement you could ever make," Elliot shot back firmly. The gravity in his voice sent her backpedaling and she found herself gripping the edge of the couch between almost white knuckles. He paused to take a long, deep breath as if his lungs had been without air for the last few moments.

Olivia gave a laugh, but it wasn't the kind of amused laugh that she found something particularly funny. "Maybe we could get some advice from Taylor about all of this. He clearly knows what to do when everything is falling apart."

"Taylor can't fix everything, Olivia. It's just you and me."

She didn't even think he realized how much meaning those words held. She looked up finally, penetrating blue focused on equally vibrant brown. "I have this fear that one day you will finally look at me, really look at me and realize that I am a disappointment. That I am not as strong or as amazing as you seem to believe I am. And I am afraid that it will change the way you think about me."

She was finally confessing to him. It broke his heart to know that this was the way she felt; that she wasn't good enough for him, that he could never love her the way she loved him, that he wanted someone other than her because of who she was, that he would ever think she was less than perfect to him. He understood now why she had run. He knew it hadn't been because she didn't love him; she loved him. It had been because above all she was scared and terrified of what love could do to her.

He wanted to tell her she had already crashed and burned long ago.

He suddenly remembered that actions do speak louder than words because he could discern that with words he would get nowhere when it came to Olivia. The reassurances he would speak would undoubtedly fall on deaf ears. He would have to not just tell her about the way he felt, but show her the way he felt.

"Olivia..." Elliot breathed, his strong and calloused hand gently kneading her shoulder at first, moving above her skin at an agonizingly slow pace to reach up and stroke her cheek. His thumb brushed by her cheek on its way to her mouth where he traced her lower lip that was now quivering. She was shaking but not because of the winter's cold that seemed to envelope the room. He made her shiver in ways she never thought possible, ways that temperatures below zero never could.

She could smell what was purely Elliot; laundry detergent from the fabric of his shirt, soap from the last shower he had taken, mint toothpaste that lingered on his breath and an intoxicating cologne that coated his body. He was so close to her, only centimeters that separated them, studying and watching her so intensely she had the urge to look away. Her eyes flickered as his gazed over her, tracing her over and over in his mind as if he was really looking at her for the very first time. And maybe he was in a way.

Because everything was different.

He lowered his head so slowly that she thought she had imagined him moving altogether. His lips came to rest on hers without capturing them fully, hovering less than a centimeter above as if he was silently asking her permission. He was so close yet not close enough.

Her fingers threaded in the short hair at his nape and she pressed her lips against his. His hand cradled her neck while the other dropped lower to trace patterns on the legs of her jeans. She thought for a second that maybe those patterns might be hearts he was etching but that just couldn't be Elliot.

Yet when his finger looped one side and then to the other, she knew that was exactly what he was doing. Because he wasn't the same Elliot he had been before everything with Taylor. He was different. He had changed for her and he was perfect to her in every way because of that.

And tonight would be perfect.