AN: again, hasn't been beta'd, so excuse the mistakes.

trigger warning for another panic attack on Kuvira's end.

As it turned out, Suyin came to her. A few hours after Korra left. When Kuvira was asleep, there came a knocking at her door. Groggy, Kuvira dragged herself out of bed to answer it. Suyin stood on the other side.

"Su. It's the middle of the night."

Suyin frowned. "It's only ten."

Blinking, Kuvira checked the clock. She must have gone to bed earlier than she thought. "Oh. I was asleep."

"Can I come in?"

"Um…Sure." Kuvira stepped aside to let Suyin into the sitting room. Instead of sitting, she began pacing. Kuvira watched her, waiting for whatever onslaught was coming. She ran through the possibilities, but what Suyin said hadn't even been on the list of possibilities.

"What's going on with you and Korra?"

Kuvira frowned, unsure what Suyin was asking. "What?"

"What's between you and Korra?"

Shaking her head, Kuvira rubbed a hand over her eyes. "I don't understand what you mean. She's my friend."

"Do you have feelings for her?" Suyin's voice grew high and tense.

Kuvira just stared at her, mouth open as she struggled to comprehend what Suyin had said. "Do I….what?"

"I saw how you were with her," Suyin continued. "I saw how you looked at her and how she looked at you. Do you love her?"

"I'm so…I don't understand…." Kuvira shook her head, wondering if she was dreaming and when she would wake up. "She's my friend."

"You do know she's married," Suyin pressed. "She has a family. Are you really going to threaten that?" Suyin had stepped closer, and Kuvira could smell the alcohol on her breath.

"Are you drunk?" she asked. She knew Suyin sometimes had too much, that she had struggled in the past with her alcohol consumption. She knew that Suyin used it as a coping mechanism.

"I've only had two glasses. Now don't change the subject." Suyin crossed her arms and glared at Kuvira. "Do you have feelings for Korra?"

"Su, no. No, of course not." Kuvira did not know what to do. She did not know how to handle a probably tipsy Suyin Beifong accusing her of having an affair with the Avatar.

"You let her see you during your panic attack when you wouldn't see me," Suyin accused. "You let her hug you. You never let anyone hug you."

"I let you hug me all the time! I let Kaori hug me. I would even let Baatar hug me," Kuvira protested.

"Not like that. You were laughing and smiling." Suyin's jaw set tightly. "You were different."

"I was just happy to see her…I don't understand-"

"She's never going to leave Asami for you."

Kuvira had to turn away and cover her mouth with her hand. "I don't…I don't want her to leave Asami. I don't want Korra that way." She realized that she was shaking, and she was terrified that all of her emotions from the day would come spilling out in reaction to Suyin's accusations. "I don't…why does it even matter to you?" She glanced over her shoulder because this was finally able to make Suyin stop talking. The older woman's eyes were wide and she lifted her chin, her neck stiff.

"What?"

"Why does it matter to you? Why won't you believe me?"

"I'm just watching out for you!"

"No, you're accusing me of something completely ridiculous!" She trembled, and she couldn't understand why Suyin was saying these things. "I don't have feelings for Korra!"

"Don't you, though?" Suyin's voice was rough with her emotions and the alcohol. "I know you, Kuvira. I can tell."

Kuvira had to laugh at that. She knew it was not the appropriate response, but Spirits, Suyin was accusing her of having feelings for Korra when this entire time she had been fighting her feelings for the very woman in front of her. "You don't know anything," she said.

"Don't try to hide it from me."

"Dammit, Suyin, I don't have feelings for Korra!" Kuvira whipped around and stepped into Suyin's space. "I don't love Korra. Not like that. She's a friend. My closest friend. But I'm not in love with her."

"Then why have you been so distant from me since she got here?"

"That has nothing to do with Korra."

"You've barely spoken to me. You won't let me touch you." Suyin seemed legitimately distressed. "All since they got here. Because I know it's not Lin. Spirits. So that just leaves-"

"It's not Korra! It's y-" Kuvira clamped her hand over her mouth, eyes wide, hoping she had caught herself before Suyin figured out what she had been about to say. She had never meant to ever let Suyin know her feelings. She was so not prepared to do this right now, in the middle of the night, with Suyin full of wine.

"What?" Suyin whispered, looking startlingly sober now.

"Nothing." Kuvira swallowed hard, stepping away. "Just…it's not-"

Suyin followed after her, searching her face. "No, Kuvira. It's not nothing. Please-"

"No. No. Just…please leave, Su."

"Kuvira-"

"Suyin, please! Just forget this. I never meant-" Kuvira covered her face, terrified that she had just ruined everything. This could be the thing that Korra had feared for her, the thing that could get her sent away. Suyin was never supposed to know. "I would never, ever…I just…" Even with the calm Korra had given her earlier, she knew she was headed for a full blown panic attack. She gasped for air, hand over her chest as she tried to escape Suyin.

"Spirits, Kuvira let me-"

"No!" Kuvira held out her other hand, trying to keep Suyin away from her. "I can't….I…It's not what…."

"Kuvira, please you need to breathe."

"I know!" And she tried to, she really did. She got to four in her intake before her body revolted and her lungs refused to inflate any further. As she bent over, folded at the waist, she closed her eyes and tried to find that peace inside her. It was so easy with Korra, but Suyin was…It wasn't Suyin's fault, it really wasn't. Kuvira just had such intense emotions about her, and she was so unable to deal with the fact that she had basically confessed them to the other woman. Even in her inebriated state, Suyin had known. That much was clear.

Cool hands cupped her face, and she heard Suyin's voice penetrate through the panic, soothing even though it had partially been the trigger.

"Come on, Kuvira," she said gently. "Breathe with me. In-two-three-four-"

"I can't," Kuvira croaked. This was one of the worst attacks she'd had in a very long time.

"Yes, you can." Suyin grasped Kuvira's hand, squeezing so tight as to be painful. It gave Kuvira something to focus on. "You are incredible and so brave and strong," Suyin said. "All I need you to do is breathe. I know that seems like it's the hardest thing you've ever had to do, but you've done so much, and I know you can do this. So look at me." She lifted Kuvira's face, and in her eyes was none of the hatred and disgust Kuvira had anticipated. No betrayal, no anger. Only worry and compassion and love. And Kuvira thought maybe she hadn't ruined anything just yet. Maybe she could backtrack and save this. She wouldn't have to leave Zaofu. With Suyin looking at her, she took a breath. Not as deep as she wanted. She only made it five as she inhaled, but it was a start. The next time she inhaled, she made it to six counts, and was able to hold it for the entire five seconds. Finally, she managed to inhale for seven seconds, and she could feel her heartrate begin to slow. She still felt anxious and jittery, like any wrong move would set her off again, and she closed her eyes as Suyin kept counting out loud, her voice low and soft.

"Just breathe with me," Suyin kept saying between counting. "Now just listen to my voice. All you have to do is breath and listen. I'm going to tell you about the first time Huan made a sculpture. He was probably four or five. We knew already that he had no interest in learning to fight. I was… so certain he would not be as talented as me or Lin. I thought that the fact that Baatar was a non-bender had possibly affected his bending abilities-"

"Please don't talk about your family," Kuvira managed, grasping the wrist of the hand that Suyin still held against her face. Suyin looked startled, and Kuvira felt sick again. Suyin talking about her family definitely did not help Kuvira feel less awful about her attraction. It made her feel worse.

"Kuvira, please. I'm not…" Suyin sighed and brushed her thumb along Kuvira's cheek. "I don't want you to be upset. I'm sorry I came here making accusations. I didn't think. I shouldn't have been so impulsive. I didn't realize…" She trailed off and looked at Kuvira seriously. "I'm sorry. I didn't realize your feelings were for me and not Korra. I'm sorry I acted so ridiculous and jealous. I know I made you feel uncomfortable. I was so….unprepared for what seeing with Korra did to me."

Kuvira frowned. "I…don't understand. You're not angry?"

"Why would I be angry?"

Kuvira shook her head. "I….you let me into your home-"

"It's your home, too."

"-and I repay you by…by feeling this way! I never meant-I never wanted you to know. I never meant for you to find out!"

"Why not?"

Kuvira stared, unbelieving. Why not? Surely Suyin was joking. "You're married! And old enough to-"

"Be careful how you finish that," Suyin warned. "I'm not old."

"There is a rather large age difference between us," Kuvira amended. "You have a family, and I never want to hurt them again. Ever."

"Kuvira…" Suyin looked unsure, like she was struggling for words. Then she took a deep breath and let it out slowly. "Your feelings are not one-sided."

For a full four seconds, Kuvira was frozen, unable to process what Suyin had said. Then she jerked away from the other woman, clutching at her stomach.

"You can't! I can't. We…can't," she said. "You're married."

"That doesn't matter," Suyin said, and Kuvira balked.

"Of course it does! I will not be a part of destroying a married!"

"No, Kuvira that's not what I meant," Suyin amended. "Baatar knows. He knows how I feel about you. He's always known. I think he knew before I did. I don't have secrets from him. He's my husband, and I love him. I would never hurt him like that."

"I'm so confused," Kuvira said miserably.

"Sweetheart….Baatar and I have an arrangement. We have an open marriage."

"What?"

"I have other lovers." She sighed, her hand coming to rest on her hip. "Well, I had over lovers. I haven't in a while now. Not once….It doesn't matter why. The point is, I love you."

"Oh." And Kuvira finally realized, "All those times you said you love me….you meant like this. How…How long?"

"I was fairly certain at Lin's wedding."

"That was three years ago."

"I know. And that was partially why I was so…distant with you after it. I didn't want to let myself have feelings for you. You were in prison, and at that point, I thought you likely always would be. I couldn't open the door to those kinds of feelings if I could never have you."

Kuvira groaned. Suyin returned her feelings. It was all she could have hoped for, but she knew it still could not happen. There were still so many problems.

"I can't."

"Kuvira, I promise that it's okay with Baatar-"

"No, it's not that. I mean it is…I don't even…" She paused to breathe. "It's not even that I almost married your son or that you're twenty-one years older."

"Then what is it? You have feelings for me, I know. You said as much. You want this, and I want this, and Baatar supports this. I don't understand what the problem is."

"You are in charge of me" Kuvira stressed. "You have power here, and I have none. This…" She gestured to the room. "This is all I have left, Su. If I mess this up, I have nowhere else to go. And you have the power to send me away."

Suyin looked confused. "I would never-"

"I can't take that chance. It's too much of a risk for me, can't you see that? How can I possibly have the open honestly needed for a healthy relationship if I'm constantly worried that speaking my mind will get me kicked out of my home? I can't do that to myself."

Suyin looked about to protest, then she sat heavily on the couch instead, letting her head drop into her hands. "You're right. It wouldn't be fair. It wouldn't matter if I gave you my word. There would still be that imbalance."

Kuvira watched her, wondering how so much had changed so fast. But then, in action, in reality, nothing could change at all. She could not be more to Suyin than she already was. Suyin could not be more to her than she already was. There could be no more between them than there already was. Not as long as Suyin was over her. Nothing healthy, at least.

"Kuvira, do you want me?" Suyin asked softly. "If things were different, if we could have equal power, would you want me?"

"You already know the answer to that," Kuvira said stiffly. "But it doesn't matter. It can't happen."

"But if we both want it enough, I will find a way," Suyin insisted. "I have wanted you for so long. I can't believe that fate would bring you back to me and then not want us to be able to be together."

"Su," Kuvira sighed. "I don't…There's so much I'm unsure of. I don't know if we should put that effort into it."

"I don't understand."

"You already have a lover," Kuvira said. "I just don't know if I can handle that. I can't…." She deflated, her voice catching as she admitted one of her most intense vulnerabilities. "I can't be second best, Su. I can't…be just a….a fling."

Suyin looked up at her. "Kuvira, love, you would never be a fling. I've usually balanced several lovers, and none of them were ever….more important than the others."

"What happened to them?" Kuvira wanted to know. "Why are you only with Baatar right now?"

"I….In the past ten years, I've not been in a place where I could balance more than one. For the sake of my other lovers….I let them go. It wasn't…fair to them."

"Then you could let go of me."

"Suyin shook her head. "You're different. You've been a part of my life for so long. Of course… there are no guarantees. I…I loved my other partners very much. But things changed, and I…Kuvira, you could never be just a fling to me. I would never do that to you."

Kuvira lowered herself into one of the chairs. "But you would still take other lovers? Have flings with other people while you were with me?"

"It's who I am," Suyin said helplessly. "I would always be honest about it."

"I don't think I would be able to do that. It would hurt me too much to know you were with someone else. And I…Su, I can't ask you to change for me. I won't ask you to do that. So, I really don't see how this could work. Even if you weren't my guardian."

Looking down at her hands, Suyin nodded. "I understand. I… Will never leave Baatar. He's been…my rock-"

"Spirits, Su, no I would never….I would never ask-"

"I know. I know, Kuvira." Suing rested her head in her hands. "What I am saying is that…I would not take others. I would try…not to take any others, if you were with me. Just Baatar."

"Su…I don't think….I don't think I can do that," Kuvira said. "Even if…It doesn't matter, Su. It doesn't…We can't. I just…can't."

Suyin let out a shuddering breath. "I love you."

"That's not enough." Kuvira walked over to the kitchen. When she got there, she realized she did not know what she was doing. She had just needed to put space between her and Suyin. "There is too much. This can't work, Su. For multiple reasons." It surprised her how much this hurt to say. The hope, small as it was, that she'd had of this happening had disappeared. It was clear to her that she had to keep a firm line drawn. "I don't know what my feelings for you are exactly, and I just don't know if it is worth the risk and the effort. If it all goes bad….it could be so complicated."

"That's a valid concern," Suyin admitted. "But I just…how can we not even try?"

"Because I have to protect myself," Kuvira exclaimed. "I cannot give myself to you and hope for the best. Not when I've been making progress. Korra is worried about how this could affect me."

"You talked to her about this?"

"I can't lie to her. Not if I ever hope to fine an inner peace. Besides, it kind of came out during my panic attack in the washroom."

"That's what it was about?"

"Yes."

Suyin stood and came next to Kuvira, looking as if she wanted to offer some sort of physical comfort. "I'm sorry. I didn't realize this had been causing you so much anxiety."

"How could you? I didn't exactly announce it to you. I did my very best to hide it from you."

"I wish I knew what to do about this," Suyin lamented. "There has to be a solution where we both aren't miserable."

"All we can do right now," Kuvira said, "is go about our lives. I cannot do anything more than that. I need for nothing to change."

"I don't know if I can do that."

"If you can't, then I…I can't stay here. Please, Su. I just want this to be…normal. I need to get back to a normal life."

"I know. You're right. The most important thing is for you to heal. I'm being…selfish. This is all…it has such bigger consequences for you than it does for me."

Kuvira turned to face her, surprised to be blinking back tears. "I'm sorry."

"Oh, Kuvira, no." Suyin did engulf her in a hug them. "I want what is best for you, even if it's not what I would prefer. I know…that this is the right decision for you. You need your autonomy before we can even think about anything between us."

Kuvira did not bother reminding Suyin that even if she had autonomy, she still did not see herself being able to deal with Suyin having another lover. It was irreverent. She let Suyin hold her, though, and let herself feel safe and protected for just a while longer. Finally, she pulled back and tentatively put her hand on Suyin's cheek.

"You should go not," she said. "Nothing good can come from you staying any longer."

"Kuvira-"

"Please, Su."

The older woman sighed and pressed a kiss to Kuvira's cheek. "I do love you, Kuvira. And I promise that you will always have a home in Zaofu." And with that, she left.

Kuvira knew that she would be unable to sleep the rest of the night, so she waited until she was sure Suyin was gone before she headed out to the training ground. It was not until she got there that she remembered she was not allowed to practice bending without supervision. She did not know how to get rid of her anxious, restless energy otherwise. All she could do was pace and walk, which were not very effective for calming her. Why did things have to be this way? Why did she have to fall for Suyin, and why did Suyin have to return her feelings? Why did….why did she go through such pain to end up here, longing for something that could never work? Frustrated, she kicked at the ground.

"Hey, kid."

Kuvira jumped and spun around to see Lin walking toward her n a tank top and loose pants.

"Su said you might be out here in need of some sparring, and she refused to tell me why she couldn't come herself. I suspect it has something to do with the fact that she's in love with you."

Kuvira started. "How-"

"Oh please. Su is an open book, and I spent a very long time getting paid to read people. I knew the moment I saw her with you. I'd suspected for a while now, but I was sure as soon as I stepped off the airship. That's what you're so worked up about, isn't it? She confessed to you."

"Yes." Kuvira knew that Lin had not inherited her mother's ability to sense when someone was lying, but she felt no need to press her luck.

"Don't worry," Lin continued with a shrug. "I'm not going to ask how it went or what was said. That's between you, and making sure you make good choices is Korra's job. I'm just here to make sure you're following the conditions of your release." Lin waved a hand dismissively. "So. Do you want to spar?"

"I haven't in years," Kuvira said.

"Good. Then that means these old bones have a chance." Before Kuvira could prepare herself, Lin sent a pillar of earth shooting up under her feet. Kuvira was just able to flip off of that spot, arching back and landing in a roll. When she got to her feet, Lin punched two boulders her way, and Kuvira had to duck to miss one and edged the other's path so that it flew by her instead of into her.

"You can do better than that!" Lin called. "I'm barely even trying!" She stomped and the resulting wave through the earth sent Kuvira flat on her back, and before she could right herself, Lin had her pinned. "You really have let yourself go," Lin remarked. "Come on, Great Uniter."

Anger at her mockery burned in Kuvira, and she broke free of her restrains to send a flying kick at Lin, a large chunk of earth coming with her. Lin easily diverted its path and slammed Kuvira into the ground again. This time, Kuvira was more easily able to bound back up, seeking out the metal in the meteors around them. She swept out her arm, picking up the metal and flinging it at Lin. The older woman split the metal around her before sending it back to Kuvira, who held up her hands to stop the onslaught. While she was busy, Lin caught her in the stomach with another block of earth, sending her sprawling again.

She stood, breathing hard, cheeks flushed as she realized Lin was barely winded. Growling, Kuvira slammed her fist into the ground, intending to trip Lin. The older woman side-stepped, but this time Kuvira was ready, and she already had another raised spine of earth popping up where Lin's was coming down. The former chief teetered, but kept her balance, however, it gave Kuvira time to regroup. Before Lin was settled, Kuvira launched herself into the air, dragging earth with her. Finally, she was able to knock Lin over, and when she landed, grunting as her knees protested, she prepared to hit Lin with another pillar. But the ground under her shifted, and she once again found herself staring at the sky, the breath knocked out of her. This time, stars swan in front of her eyes, and she knew she was done.

"Not bad for ten years out of practice," Lin said from above her. She reached down a hand and pulled Kuvira up. "Sorry about the Great Uniter comment. Needed to get you riled up."

"I was pathetic," Kuvira complained. "Kaori could have beaten me."

"Unlikely," Lin assured her. "And I hope that's not self-pity I hear. I've got twenty-seven years on you. That's a lot of experience. And I haven't been sitting in a cell the past ten years, not sparing. You've used your ending, but not in this way. You can't expect to be where you were before. Not yet, at least."

"You were holding back."

"I was."

"I could have taken you ten years ago."

"When you get up to form, you could demolish me," Lin said seriously. "I'm not young. I wouldn't be able to keep up with you if you were in peak condition. Don't be too hard on yourself. Get Su to spar with you."

"That may not be the best idea," Kuvira muttered, hands on her hips as she tried to catch her breath.

"Su can control herself. Hard to believe, I know. But she loves you, and she'll do her best for you." Lin frowned, as if admitting her sister might do something nice was too much for her. "She's complicated."

Kuvira snorted. "Tell me about it."

"I obviously don't know what's going on between you two, but I do know that….well," she cleared her throat. "I let something good almost get away from me because I kept thinking of reasons why I shouldn't do it. I was just lucky that Kya saw threw my bullshit."

"My reasons aren't bullshit," Kuvira countered, glaring.

"I know. Like I said I don't know what you and Su said to each other. All I know is that she wants you to be happy."

Closing her eyes, Kuvira turned away from Lin. She had really expected that Lin of all people would understand why she could not do this. She had expected a firm support of her decision. Not someone telling her to give it a chance.

"I can't."

"Okay," Lin said, and Kuvira could hear the shrug in her voice. "This is all your choice. And yeah, I agree, as long as Su is over you, this would be a shitty choice. But nowhere does it say that Su has to be your guardian. I'm your parole officer, not her. She's just giving you a place to stay. You can always report to someone else. I can even recommend someone. Someone who lives here in Zaofu, but who isn't in charge of your living arrangements. Hell, if you want, we can even find you your own apartment."

"Lin, please stop. I cannot…I can't do it."

"Can't or won't?"

"She's married."

"And Baatar is fine with whatever the hell Su does. I mean, that man is boring, but Su loves him for some reason."

Kuvira's head whipped around to scowl at Lin, her chest burning with the desire to defend the man who had done so much for her. "Baatar has been incredibly welcoming to me. He is not boring. He's just different from people like us. Just because he's not a soldier or warrior or something like that doesn't mean he's boring. Don't speak of him that way."

Lin just raised a brow and crossed her arms. "All right, then. Seems you've found the secret, too. I just don't see it, but whatever floats Su's boat. Or your boat." Lin shook her head. "Look, the point is, I don't get Su. I don't. But you do. And only you can know if doing whatever it is Su wants is worth it. Just don't let yourself get too caught up with why you think you shouldn't. The reasons probably aren't as important as you think."

Kuvira just stared at her. This was the most honest conversation they had ever had. Normally, they just talked about her sentence or her parole or her community service. Once, they had talked about Lin's decision to propose to Kya, which had been incredibly strange for Kuvira since she had never really felt like she was a part of Lin's personal life. Her invitation to the wedding had proven her wrong. But she had never really thought that Lin cared all that much about her personal life or if she was happy or if she was holding herself back. It was…surreal. To have the former Chief of Police tell her to basically go after her married sister, leader of Zaofu. Nothing about this day had gone as she expected.

"I just don't think I can."

"Okay." Lin stretched and yawned. "You want to go again, or not?"

Kuvira shook her head, suddenly needing to think much more than she needed to release her energy. "No, but thank you. I think I need to be alone."

"You want me to get Korra?"

"No. I'm sure she's asleep. No need to bother her with this."

Lin regarded her carefully, eyes narrowed in scrutiny. "Fine. But you should talk to her about this more. She's all spiritual or whatever. She can help."

"I'll certainly consider that." Kuvira cleared her throat. "Well. I think I should go back to bed now. I was…sleeping when Su came to talk to me."

"Yeah, sure thing. Let me know if you want to spar again."

"I will." Kuvira gave Lin a respectful nod before retreating back to her wing of the compound. Once she was safely back in her room, she headed to the shower, and stood under the water until it ran cold. Then she dried off and lay in bed for hours and hours, going over her options (or lack of options) in her head until the sky began to lighten with the coming dawn.

What was she going to do about this situation with Suyin? She knew that what she felt for Suyin was growing each day, and she doubted her ability to curtail it. She feared that if she stayed in Suyin's company, her feelings would blossom into something that she could not stop, could not hide. And she feared most of all that she would fall for Suyin, that she would love Suyin, and be unable to cope with Suyin's proclivity for other lovers. She did not know if she could even handle Baatar, let alone flings that Suyin may have in the future. More than the power imbalance (which Lin seemed to think could be rectified), Kuvira did not know if she could ever overcome that obstacle.

And she was terrified by the fact that she wanted to try.