Billy leaned back in his desk chair with a frustrated sigh. He'd been looking at the same sketch for nearly an hour and he still was no further along in his creative process than he had been when he'd started. Victoria was, no doubt, already putting the finishing touches on her pitch and he couldn't even come up with a solid campaign. It was hard enough to come up with ideas for a cosmetic company when you couldn't directly relate to the products, it was even more difficult when the women in your life served as more distraction than inspiration. He ran his hands over his face, his mind flashing back to the night a few weeks before…

She was sitting on the couch when he finally came back down the stairs. "Billy," she breathed. "I'm so glad you're back. I really want to talk about this. We have to talk about this. Please believe me…I was just trying to make things better. I did this for us."

"You were trying to make things better for you. You never once considered how this would impact my daughter, me, Phyllis—the only thing you were concerned with was yourself." Billy knew his words were harsh, but he couldn't feel guilty about saying them. He was so angry he could barely even look at her. How could he have been so wrong about someone?

"Ok. Yes. You know what—you're right. I was thinking about myself, but not because I didn't care about anything else. It was because I cared so much—because I wanted this to work so badly. You don't think I saw it—the way you looked at her, the way you talked about her? It was like she was some sort of mythical creature, some kind of fairy tale version of perfection that I'd never be able to compete with."

Billy shook his head. "I can't be responsible for your deranged paranoia. I married you for God's sake. What more did you need, how much more proof could I possibly have given you to show you I was ready to move on? I introduced you to my daughter. I would never have done that if I wasn't serious about this."

"I know that and I believe you did want to move on, but you couldn't as long as Phyllis was everywhere—that's why I did this and I knew this would be good for you too. This was partly what you wanted…"

His eyes flashed in anger. "What I wanted?! Where the hell do you come up with something like that?"

"You said it. You said you hated that Mark was around your daughter. You told me you wished you could talk to Phyllis about it but that you were afraid she wouldn't take it well. This would have been the answer. We could have given her a great life and maybe at some point, Phyllis could have been a part of her life."

"Part of her life? She's her mother, Heather. She's a damn good mother!"

Heather sighed. "So you keep saying. In fact, to hear you talk, Phyllis is good at everything. She's perfect. I can't figure out why you're not with her. She's clearly the standard by which all women are measured in your eyes."

Billy stood up, stomping across the room and standing with his back to her. "I don't get you. I really don't. You do something like this and claim it was to make things better for us and yet things were okay. I don't know what happened. What did I do, Heather?" He turned around to face her, his eyes pleading. "What did I do that made you do this? What didn't I give you?"

She took a shaky breath, standing up and walking the length of the room to stand in front of him. "That's just it, Billy. All you ever had to give me was your heart, but you couldn't do it—you couldn't do it because it belongs to someone else—whether you know it or not, whether you admit it or not. Phyllis still has your heart."

Billy shook his head, still staring down at the sketch. It was useless. He opened his desk drawer, his eyes quickly falling on the framed photo that lay inside. It was the same mother of pearl frame he and Phyllis had picked out when they were registering for gifts. She'd said then it would be perfect for their wedding photo. She was right. Looking at the picture now, he could still remember how happy they'd been—how he wished he could find that happiness again. That was why he'd remarried so quickly and, in truth, why it had ended in an annulment. Heather was never going to replace Phyllis. No one would. No one ever could. He felt the tears begin to sting at his eyes and he drew in a long breath. He placed the ad sketches underneath the frame, closing the drawer hard.

For the last few minutes he'd been able to hear the slow rolls of thunder echoing outside the windows. If he left now, maybe he could beat the storm home. He reached for his coat and headed towards the door. As he reached for the light switch, the power went out.

Billy walked down the stairs, making slow progress in the pitch dark stairwell. He finally reached the door that led to the floor for Jabot. His mind instantly flashed to thoughts of her. There was no reason she'd be there, but somehow he had to check. No matter what, she would always be someone he needed to protect. It was instinctual—as much a part of him as blinking and breathing. He pushed open the door, walking through the darkened hallway.

Phyllis huffed. She loved working late like this, these were the times she could actually catch up on work. She didn't have to worry about Ashley. She didn't have to contend with Jack. She didn't even have to deal with Ravi and his crazy, complicated tech mind. All she had to do was work. Working was hard to do in the dark.

She pushed open the door, glancing down the dark hallway as she held the flashlight in her hand. "Batteries," she muttered, "It only works with batteries." Carefully she stepped towards the end of the hall, her mind tracing the well known route to the supply closet. She stilled at the sound of footsteps.

"Who's there?" she hissed, grabbing the flashlight and brandishing it like a weapon. "Look, you might as well leave. The security guard is just down the hall. He'll be back in just a minute."

Billy smiled upon hearing her voice. "I don't that. Dave's got book club tonight. He's excited too. He's hosting…who knew he could bake?"

He heard her relieved sigh before he got close enough to see her face. "You okay?" he asked once he finally reached her.

"Yeah, I'm okay. Just a little ticked off that a place of this size can't invest in a proper generator." She smiled at him.

"I know, right?" He shrugged, "So—you still like working late to catch up I see. What are you doing out here?"

"I'm looking for batteries for this," she said, holding up the flashlight, "If I can find some then at least I can see my way down the stairs—make it down to the parking structure with my ankles in one piece."

"Are you crazy?" Billy shook his head. "Have you heard the wind howling out there? You can't go out in that. It's not safe. We need to just stay here and ride this out. Aly's with my Mom today. She'll be fine."

"Billy, we don't have anything here. We don't have anything to eat, nothing to drink, not to mention the fact that this big, old building is gonna get pretty cold in a bit with no power. It's not gonna be some fun camping experience."

It was dark, but the light from the exit signs provided just enough light for her to see the mischievous twinkle in his eyes. "I think we'll be fine. We're both pretty resourceful. I seem to remember the last time the power went out we kept warm with a bottle of wine and an old rocking chair."

She sighed, nodding slowly. "Yeah, well. Things are a little different now." She stopped, thinking a moment before walking back into her office. "Although," she opened her desk, reaching in and pulling out a bottle. "I happen to have some wine here."

Billy laughed softly. "What are you doing with wine at the office?"

"Well, you never know when Ashley or Jack will cause me to pop the cork. It's been known to happen."

"I suppose," he grinned. "I guess now all we have to do is find some food."

"Jackpot!"

Billy appeared in the doorway, his eyes wide with curiosity. "What'cha got?"

"Family size bag of M&Ms," she grinned, holding up the find. "And what appears to be a half eaten granola bar." Her nose wrinkled as she checked the package. "I don't think we're quite that desperate yet."

"Nah," he sighed. "Let's keep looking."

"Nothing in the offices down the hall?" she asked.

"I did find these." Billy held up a deck of cards. "Thought they could come in handy later if uh..boredom sets in."

Phyllis narrowed her eyes. "You're not allowed to gamble," she chided.

"Who said anything about gambling," he smiled. "I was thinking maybe we play a different way." He laughed as he saw the look of surprise flash in her eyes and the tint of color in her cheeks. "I'm kidding," he breathed.

"No you're not," she said quickly, playfully jabbing at him as she brushed past him to head back into the hall.

"You're right. I'm not."

"Alright, let's take a look here. I think we've got a pretty impressive spread here. Chocolate, trail mix, beef jerky, fruit snacks, chips, and some bottled water." Billy nodded as he put the items back on the desk.

"And the wine," Phyllis added. "Can't forget that."

"Right, the wine," he said, looking up at her. "You want to crack that open and get started?"

"Wait a minute. You never told me what you were doing here…"

"Oh..well, I was trying to make some progress on the ad campaign for the new cosmetics line. Victoria is way ahead of me on this one and the female psyche has never been something I've mastered very well, so…" He smiled as he watched her nod in agreement. "Anyway, my sketches are a bit of a disaster."

"Well, you happen to have a captive, female audience right here and I'd be happy to take a look at them for you if you want to walk up to your office."

"You want to help me with the Brash and Sassy campaign? You're the competition?"

"Oh, come on." Phyllis looked at him, her face softening a bit. "I can put that aside if you can."

"Alright," Phyllis quipped, walking into the lab. "Where's this impossible ad campaign."

"It's in my office—in my desk," Billy said, opening the door, surprised as she snuck in front of him, standing in front of the desk with her arms blocking his access to the drawer.

"Oh no you don't." She grinned in defiance as jostled for position. "If anyone has premium junk food in this office, it's you Billy Abbott and I'm going to get first dibs." She turned quickly, a victorious smile planted on her face as she pulled open the drawer.

"Phyllis," he protested. "Don't…"

She stopped, her hands trembling as she lifted the frame.

He watched her as she slowly turned to face him, her eyes already glistening with the possibility of tears. "What is this?" she asked.

"You don't know."

She sighed, the shaky sigh that usually meant she was trying not to get too upset. "Of course I know what it is—I guess what I mean is…why is it here? Why do you have it in your desk?"

"I just forgot it was in there," he lied. "I normally don't work over here. That's why I was trying to stop you. I don't work at this desk that much. That picture's been in there for months."

"Oh, I see." She turned back to the drawer, reaching for the file that sat underneath it. "So, this isn't the ad campaign you're working on?" She lifted the file, showing it to him, her eyes telling him quite clearly that she knew better—that his lies were lost on her.

"Okay—you're right…it is." He sat down in the chair, not knowing where to start. "I knew the picture was there. I look at it sometimes…" That was a lie, he thought to himself. What was the point now? "I look at it a lot…all the time."

Silence fell over the room for a moment as she allowed his words to sink in. "Why?" she finally managed the word summing up all the questions in her head as best she could.

"Memories, I guess. I mean—isn't that why we took the picture then—so we'd always remember the moment? So we'd always remember how happy we were right then in that moment? We didn't want to forget then and I don't want to forget now."

"You're kind of quiet." Billy looked at her as she sat there, her back leaning against the side of her desk. "Look, if you're upset about what I said earlier—up in my office—I'm sorry. I didn't mean to push you or say anything that upset you. I just…I'm tired of pretending that I don't feel things…"

Phyllis looked up at him. "No, it's not that. I'm not upset with you for being honest. I always want you to be honest. I just don't know what to say to you right now. I didn't know you thought about it…about us. I think I was…" She stopped as she saw his eyes light up.

"You think about us?" he said quietly. "You think about the way it was?"

She smiled. "Of course I do. How could I not. We had some amazing times together and nothing changes that."

"That's true."

A loud boom of thunder rang out through the building and Phyllis jumped. "It must be getting pretty bad out there. Looks like we're not going to be getting the power back anytime soon."

"Certainly doesn't sound like it." Billy grabbed the snacks from the desk and brought them over the area where they sat. "What's your pleasure?"

"I'll start with the trail mix," she said, catching the bag as Billy tossed it to her. "Not sure that'll go with the wine, but we'll give it a shot."

"Once you have a few more glasses, you won't notice as much," he quipped as he sat back down, throwing a handful of M&Ms into his mouth. "You know, maybe storms are kind of our thing," he smiled. "I seem to remember another storm that was pretty significant for us." He looked at her, his own smile growing larger as he saw her eyes flicker.

"Oh God—yeah, I remember…that was a crazy, crazy night.."

"Everything is going to be fine. I promise."

Phyllis groaned in a mix of frustration, panic, and pain. The rain pelted down on the hood of the car and she felt the strength of the wind as they swayed back and forth. "I hear you, Billy," she managed, her breathing labored, "but this does not look fine to me. The power is out all over the city. The traffic lights are out. Look at that line of traffic. We're never gonna make it there in time."

"Yes, we will," he repeated, reaching out and gripping her hand. "The traffic will clear and we'll get to the hospital where they will have generator and everything will be okay. All you need to focus on is breathing and staying calm."

"Billy," she yelped as another contraction hit. "I don't want to have this baby in the backseat. This is just like those tv shows you know. We're gonna end up on the side of the road using some tow truck drivers jean jacket as a baby blanket and a shoe string to tie off the umbilical cord."

He couldn't help but smile at her creative nightmare scenario. "I promise you—that will not happen." Gently he stroked her hair as he finally felt her relax against the headrest. "You okay?"

She nodded. "I'm scared, Billy," she whispered. "I just wanted this baby to be born in a hospital to a mother and father that were married. I just wanted to see what normal felt like for once."

"Hey," he whispered. "Normal is so overrated. Normal is for ordinary people and you, Phyllis Abbott, you are extraordinary."

Phyllis smiled as she thought back to that night. "I don't know what I would have done without you," she sighed. "I was terrified, but not you." She looked at him, her eyes locking with his. He had always been her safe place to fall. When she fell apart, her was her strength. When she needed somewhere to run, he was her haven, when she was at her going crazy, he was the sanity. If ever there was someone that completed her—it was him.

"You never wavered," she said quietly. "You were calm and so sure that everything was going to be fine."

"Are you kidding?" He shook his head as he poured more wine into her glass. "I was terrified. I had no idea what was going to happen. I didn't know if the traffic was going to clear. I didn't know if we would make it to the hospital. I didn't know if we'd be able to find someone to help us if we couldn't. I was going out of my mind. All I could think about was that I had to keep you calm because I couldn't let you see that I was afraid."

"I had no idea." She sat quietly for a moment, wondering how many times he'd silently accepted burdens without her knowledge. "But you were right," she finally continued, "We did make to the hospital and she was fine. She's better than fine. She's perfect."

"She is," he breathed. "I can't imagine my life without her."

Phyllis ran her hands up her arms, the chill in the room now truly beginning to settle in.

"You cold?"

"Yeah, the temperature must be really dropping out there. It's getting chilly in here." She glanced down at her watch. "I didn't realize how late it was. We should probably try and get some sleep."

"Yeah—Yeah, we should." He stood, placing the glasses and the rest of the food back on top of the desk. "You know there's a couch in the lounge. Why don't you take that and you can take my coat. That should be enough to keep you pretty warm."

"But what about you? It's too cold to be sitting in here all night—especially without a coat, Billy."

"I'll be fine," he said quickly. "I won't be able to sleep thinking about you somewhere shivering." He followed her into the lounge as he handed her the coat and watched her sit on the small sofa. "You think you'll be okay in here?" he asked.

"Yeah..I think I'll be fine, but.." She looked up at him for a moment. "Why don't you stay here too."

He blinked for a moment, wondering if he'd heard her correctly. "Stay here with you?"

"It's already cold and it's gonna get colder. If we both sleep here, we can both cover with the coat and it makes more sense." She could see the hesitation on his face. "Billy—really—it's okay."

"Alright," he breathed, taking a seat on the couch and carefully spreading the coat across the both. "We don't have to worry about turning off the lights at least, huh?"

He felt her body shake with a small laugh and he sighed. It was strange, being here like this with her. He wanted to touch her, but he knew he couldn't, or at least he shouldn't. She was so close to him, so close he could feel her chest rise and fall as she took each breath. The warmth of her body seemed to spread through him and he felt both relaxed and exhilarated by her proximity. He sat like this for a several minutes, until her rise and fall of breath settled into a rhythmic pattern—the pattern he knew usually signified sleep.

Carefully he lifted his arm, feeling her body move against his, her head falling against his chest, her hand wrapping naturally around his waist. He let his arm fall across her back, her body now snuggled tight against his. With that, he finally closed his eyes and allowed himself to sleep.

6:03—that was the time his watch said from what he could tell. He'd been awake for what he imagined to be about half an hour but he'd been afraid to move, afraid to disturb the closest thing to perfection he'd experienced in months. Her face was completely relaxed, her hair wild and falling across her face. She was a vision and, at least for the moment, she was totally and completely his. He felt her stir, his eyes immediately focusing on her face. His lips twitched, as if she was trying to say something in her still groggy state. "Billy," she mumbled.

It was probably his immediate, sharp intake of breath that woke her, but he couldn't keep from reacting to the shock of her words. She'd called his name. Her eyes opened quickly and she pulled away, the morning sun now casting light throughout the room. "Billy," she repeated, now completely awake and aware. "I was…I think maybe…I think you might have been there in a dream I was having."

"Oh, really?" He didn't want to embarrass her. He didn't want to do anything that could taint the night they'd had.

"Yeah." She sat up straight. "Oh God," she yelped, glancing around the room hurriedly, "Are people here?"

"No. Nobody's here yet." He touched her arm softly, trying to keep her from rushing away. "It's early..just after six. We still have time." Gently, he pulled her back down to the sofa to sit beside him. His eyes stared into hers. "Phyllis," he said softly, "About last night…about what happened."

She ran her hands over her face. "Billy." Her eyes softened as she looked at him, the hope in his eyes both touching her heart and terrifying her. "Last night was…"

"Amazing," he offered.

"It was," she said quietly, "but it was also not reality. It's great to remember the way it was and we should do that. It's important that we remember the good times we had, but it's also important that we can move on…that we can focus on new things…that we can forget about what we used to be and try and find a new normal for us."

"What?" He could barely believe what he was hearing. "You were the one that told me that I've been there for you…you said you thought about us all the time. You said that."

"I know..and I do, but I'm trying not to. I'm trying to move on, Billy and, while I'll never forget you and I'll never stop caring about you, I need to forget us—I need to forget the way it was between us."

He stood up, his heart now pounding in his chest. He wanted to scream, to cry, to throw something, but he couldn't. Instead he walked over to her, gently taking her hands in his. "Okay," he said quietly. "If that's what you want, that's fine, but there's just one thing I need to do. It's something I've wanted to do for a while and I need to do it now…"

She stood, staring at him, her eyes showing her confusion.

Before she had a chance to speak, his lips captured hers. His hands raked through her hair as he held her tight against him. For a fraction of a second, he'd been afraid she'd resist, but he soon realized she was kissing him back and he allowed it to continue for a moment before finally pulling away.

After taking a breath, he finally took in her stunned expression. "Try to forget about that," he said quietly, flashing a smile at her before walking out of the room.