A/N: Are you proud of me? I posted the second chapter pretty quick. I hope you like it...I believe you will. Thanks to all of my faithful readers and reviewers. I love you guys! " ) Bensler

*************

Second Chances

By Bensler

Chapter 2 ~ Vexations of the Present

SVU Squad Room – Thursday, March 12 – 10:46 a.m.

She tried not to but when she heard Elliot's raised voice, she had to look. She could not make out all the words, but she did not have to hear them to know he was extremely upset. Whatever this woman from his past had said to him, he was deeply distressed.

When the woman came flying out of his office obviously distraught, she fully expected him to follow right behind. Instead, he remained standing in the same position, staring at the now empty path the woman had just taken.

She dreaded talking to him. They were supposed to cook a spaghetti dinner tonight for his kids. Somehow she knew dinner was off. Somehow she knew everything was off and she began to mentally prepare herself.

16th Precinct Rooftop – Thursday, March 12 – 10:49 a.m.

Olivia could not believe she had done this. Perhaps it was the fact that she was back in the squad room where she had spent more time than her apartment; back to where she and Elliot had engaged in so many arguments. It was only natural that she would run to the same familiar place she or Elliot would go to after a bad case, a personal crisis, or one of their legendary scraps. Sooner or later, the other would always manage to find their way up to encourage, give advice, or make up.

Only today it would serve as a trap. That is, if he came after her. If? He would. They always came after the other. But that was when she knew him; when he cared. Actually, she had no idea what he would do. At this point, she had no idea what she wanted him to do. She should have left the precinct, but instead she found herself staring out over the city. The city she loved.

The sky was clear with the big, puffy, white clouds in which you could see people and animals and cartoon characters in their changing shapes. The wind had a bit of a chill in it, and as she shivered she realized she had left her jacket in Elliot's office. She had ended up on the roof. To leave, she would have to go back through the precinct and risk running into him. And now, if she wanted her leather jacket back she would have to go to his office. Forget it. She could afford another one.

How did she ever think was a good idea? A last ditch attempt to make the love of her life want her. She laughed into wind and it caught the sound and threw it in her face as though slapping her for being so stupid. She should have left well enough alone. Fleetingly, she wondered if Grant would take her back. Being with him was preferable to being alone. She wrapped her arms around her body, thankful that she at least had on a sweater.

SVU Squad Room – Thursday, March 12 – 10:50 a.m.

Watching as Elliot finally started out of the office, she saw him stop unexpectedly and turn back to pick up something. When he came toward her, she realized what he had in his hand. Yes. He was going to follow her. From the first, she had no doubt that he would.

As he neared her desk, he stopped, his eyes searching hers. He looked so conflicted, confused. He was silent for the longest, and then he reached out and brushed her face with the fingers of his right hand.

"I have to go to her," he whispered, his voice reflecting the turmoil he was in over the whole situation.

Swallowing the lump in her throat, she placed her hand over his, "I know."

And she watched him make his way across the room to follow the woman who had just turned her life upside down.

16th Precinct Rooftop – Thursday, March 12 – 10:55 a.m.

The scraping of the door on the asphalt shingles, loudly announced his arrival. Heart racing, breathing rapid, stomach rolling, she steeled herself for the onslaught of his anger. Refusing to acknowledge his presence she remained staring out at the skyline, the traffic, the people.

Standing just outside of the door, he looked her over. She had lost a few pounds, not many, but enough that he noticed. Her hair was longer, several inches past her shoulders and the highlights in it were the color of honey. Her sweater came down to the tops of the pockets of the dark jeans that molded against her long slender legs. The brown boots had three or four inch heels. It was then that he realized he had not stood face to face with her. She would have been nearly as tall as he with the boots. That seemed to be the only way they ever saw eye to eye. He felt a smirk twitching at the corner of his mouth.

Though she could not see him, she sensed him. She knew he was watching her, sizing her up, trying to decide how to handle her. She wished he would just say what he came to say and let her go. She would spend the rest of her trip catching up with the gang, doing some shopping and eating at all her favorite restaurants. She might even look up Dean Porter and get him to meet her for dinner one night. Who was she kidding? She just wanted to go back to Atlanta, her tail between her legs, and lick her wounds along with her shattered ego.

Even with her back to him, he could tell she was cold from the way she had wrapped her arms around her waist. Without the wind it would be comfortable, but right now he was thankful he had on his suit jacket. She needed hers. Hesitantly, he took a few steps toward her. She did not move, so he continued to close the distant between them.

Though she would not have thought it possible, her heart pounded even harder as he came up behind her. She was certain he could hear it banging against her chest. And then, then she felt him place her jacket around her, leaving his hands on her shoulders for longer than he should or was necessary. The jolt that ran through her at even this muted touch all but caused her knees to collapse beneath her.

She had said all she was going to say and now waited apprehensively for him to say something. Anything. The silence was deafening and tense and she wanted to throw up. She wished he would remove his hands. No. No, she didn't.

He knew he was going to have to be the one to start this conversation, but he just had no idea where to begin. What he did know was that he did not want to quit touching her. What he wanted was to pull her to him and let the warmth of his body replace the chill in hers. Instead, he found his hands doing the other thing he had wanted to do. Seemingly of their own accord his fingers sifted through the rich brown and honey strands. He was mesmerized by how silky and smooth her hair was between his fingers.

Slowly, his hand found its way to the base of her long neck and he gently kneaded it between his thumb and fingers. Amazingly, she offered no resistance. In fact, he was almost positive she leaned into it.

"I never told you how much I liked your hair when it was long," he whispered into her right ear.

She could not take this. His touch; his breath hot in her ear; his words melting her resolve to jump the next plane to Atlanta. Whirling to face him, she backed away, her hair flying in the wind and covering her face. She pulled it to one side.

"What are you doing, Elliot?" her voice was sharper than intended and she caught the glimpse of hurt in his eyes before he shielded them.

Now hard as ice, his blue eyes drilled into hers. He shook his head and snorted, "I haven't the faintest idea what I'm doing, Olivia. I mean…you come traipsing back in here after three years and act like it was just a weekend off and I'm supposed to want to pick up where we left off! And the really crazy thing? I don't even know why you left in the first place!"

"What?!" she shot back. "What do you mean you don't know why I left?"

"That shouldn't be news to you, Benson! You left me! Again! Just like you always do - without telling me. I think you're taking a few days off and the next thing I know I'm getting that freaking message when I call that your phone has been disconnected!" he was basically screaming at her now.

"I don't believe this!" she screamed back at him. Her blood pressure had to be as high as this building – she was getting a major headache.

His eyes full of fire, he hollered, "What don't you believe, Olivia? You don't believe that I nearly went insane when I realized you were gone? Again! You don't believe that I didn't get a good night's sleep for months after you left? Heck, I don't even sleep well now! You don't believe that I lost so much weight Cragen made me see my doctor, get shrinked by Huang and put me on mandatory sick leave for almost two months? Two months, Olivia! Two months of trying to get you out of my head, out of my heart enough that I could at least function at the minimal level needed to do my job! I'd already lost you! If I lost the job, too, that would have been it! I'd have never made it!"

Dumbfounded by his confessions, she stared at him in complete astonishment and utter confusion. If he felt this way, apparently the same way she did, why, why didn't he tell her the night she poured her heart out to him. The night she bared her soul only to have him reciprocate by stomping on it with his silence.

Taking a deep breath, he spoke again, this time quieter, "You don't believe that I would walk the city for hours on end praying that would I see you! Praying that somehow…" his voice cracked and his eyes shimmered with tears. "…that somehow I would find you," the tears now began their journey down his cheeks. He sniffled and wiped at his face.

"Why? Oh, El, why didn't you tell me?" she asked, the bewilderment shading her voice which was now merely a whisper.

Still sniffling, he wiped at his nose with the back of his hand, and looked at her, "What?"

"Elliot, why didn't you tell me how you felt after I said everything I did that night?" she put her hand on his arm and pulled him to her.

"Because…"

"Because?"

"Because I…I was afraid…afraid that if we were more than friends, if we changed our relationship you would get tired of me or find out I wasn't what you wanted or who you thought I was…and you would leave me. I…I couldn't even take thinking of you leaving me. I knew I wouldn't survive you actually doing it. Not again. I…I couldn't take it again," he tilted his head back, let out a deep sigh and then brought his eyes back to hers. "And then I lost you anyway."

"Elliot…what was I supposed to think when you just sat there and stared at me after I told you that I wanted more, that I wanted to be with you, that I loved you, was in love with you? I thought I had imagined everything that was between us. I thought that I had misread you all those years. I felt like I had made a total fool of myself and there was no way I could go back to working around you, let alone with you. I knew I would never be able to get over you if I had to see you all the time. I had to leave," she was now fighting her own tears.

"Did you?"

"Did I what?"

"Get over me?"

Shaking her head, she laughed as the tears flowed from her eyes. "I'll never be over you, El. Never."

He nodded his head and looked out across the city, "That night…after you left, I couldn't sleep. I knew I had to risk telling you how I felt. I had to let you know I was willing to take a chance on us because I loved you so much. I called you but you had turned your cell off. I called the apartment and the message said there was trouble on the line. I knew you were upset so I thought I would give you some time. But then you didn't come to work…Cragen said you were taking some time off. I thought you would be back…" he trailed off.

Her heart stopped as the gravity of what he had just said seeped into her mind. She had been so torn up over his silence, taking it to mean he did not feel the same way so she had turned her cell off and unplugged her home phone. If she hadn't…they would have been together these last three years instead of each fighting a losing battle to forget each other.

"All these years…" shaking her head, she took a deep breath. "…wasted."

"Life can really kick you around sometimes, huh?"

She grabbed his hands, "Yea, but now we can kick back, El. We can start anew…I mean…that is, if you still care about me…if you…still…" she searched his eyes and found something unexpected. Something she did not want to see – he was hesitant, unsure, guilt ridden. Then she knew. There was someone else. Another woman.

Trying to recover from yet another humiliating circumstance, she pulled away from him, "I'm sorry…that was presumptuous…" she looked at her watch. "I…uh…need to head out. It was really good to see you again, El. Take care, okay."

She had to get out of there. She was suffocating from her stupidity, his presence, the sudden lack of air.

If he continued living, she would be the death of him. She always read him like a book and he knew she had sensed his hesitancy, seen the reticence, the guilt in his eyes.

"Liv…" he croaked, grabbing her arm as she tried to brush past him. He thought someone had reached in to rip his heart out of his body. It hurt so much.

"It's okay, El," she couldn't look at him

"Liv…I…don't…I…"

"What's her name?" she didn't know why that even mattered.

Biting his cheek, he sighed heavily, "Elise. Elise Matheson."

"Matheson?" she felt sick to her stomach when her mind flashed back to the blond woman at the desk. The woman she had asked about Elliot. The nameplate on her desk said 'Detective Matheson'. She was blond – Elliot's type. She was going to throw up right here. Right now.

Forcing back the bile in her throat she continued on her self-destructive mission.

"Do you…do you love her?" grinding her teeth together so hard she feared cracking a tooth, she forced herself to look him in the eyes. She had to know.

His gaze never wavering, he shook his head ever so slightly, "No…but I do care about her and her feelings."

She was relieved to see in his eyes that he did not love this woman. She knew he was telling her the truth because she felt the same way about Grant.

"Well, I couldn't very well expect you to sit around for three years waiting and pining for someone who may never come back," she somehow managed to smile at him though she was certain her face was going to crack and come crashing down to the rooftop. "I didn't."

This time she broke his hold and had just pulled on the rooftop door when Elliot's hand slammed it shut. The clanging reverberated in her head as he jerked her around to face him.

"What does that mean?" he barked, his eyes narrowed, his face like stone.

"Elliot…" she tried to pull away from him, but he held her tight.

"No! What does that mean, Olivia?" he was losing it. He had not seen a ring on her finger and assumed she was single. Single meaning she did not have a boyfriend.

"I…I have a boyfriend…or rather I had a boyfriend until the night before last," she corrected herself.

Suddenly Elliot released her and backed away from her. "So, that's why you're here. You got dumped and thought you could come running back to good old El, huh? You thought I'd take you back. I should have known."

"That's not what happened at all, Elliot," she was furious but resolute in hashing this out so they could both put all this behind them and finally be free to live their own lives.

"That right? Then tell me how it went down, Olivia," he scoffed.

"We've been seeing each other off and on for a year. It became exclusive about four months ago," she began.

"Exclusive…" Elliot muttered under his breath, inhaling sharply through his nose.

Olivia bit her lower lip and ran her hands through her hair. She took a deep breath and continued, "I knew Grant was more serious about the relationship than I was, but I…I didn't expect him to…to…" she shook her head.

"Grant?"

"Grant Jacobs. He's a detective in Vice," she didn't know why she offered that bit of information.

The muscle in his jaw was twitching again and she knew he was trying to restrain the rage she saw burning in his eyes.

"Come on, Liv. Tell me. What did he do?" Elliot demanded.

Pulling her bottom lip between her teeth one more time, she looked away, "Two nights ago he asked me to marry him."

Elliot felt like he had just been punched in the stomach. He drew several deep breaths to calm himself but it did not help much at all.

She stood still, staring off into space. "I told him…I told him I couldn't marry him." She now turned to face Elliot, "I couldn't marry him, El, because I'm still in love with you. And I had to see you again, to see if you would let me back into your life. Give me a second chance. But I'm too late. I'm sorry, El."

She pulled the door open and this time he did not stop her.

"Liv…"

The smile she gave him did not reach her eyes. Sadness saturated her features, and she seemed smaller, almost fragile, as she turned and headed down the stairs back to the squad room.

No words came to his mind. She was still in love with him, she wanted back in his life, she had come to New York to ask him for a second chance. The second chance he had dreamed of and wished and prayed for was within his reach…and now she was walking away from him again.

~~~eoeoeoeoeo~~~