A/N: Hey readers!

1…I didn't get 80 reviews like I wanted…but oh well. We'll try again!

2…I had an awesome time in San Fran, visited colleges and went shopping and such.

3…I'm trying a new thing in the chapter to bear with me…I'm gonna go a little intimate on ya'll. Tell me what you think. I need input. Do you think E/O are going too fast? Do you think it's not enough? Do you think I'm a shit writer and I should never try smut again? Haha! But seriously…I NEED FEEDBACK! I feel a little vulnerable putting this out there. HELP ME! :O

Love you all.

XXX Kate XXX

"Liv, we've been waiting for Noah to wake up for nearly three hours, we have to give him time..." Elliot paused and Olivia didn't even glance at him. "The doctors said he might not even wake up until morning...why don't we home and get some rest, come back tomorrow," Elliot suggested shifting uncomfortably in the hospital chair.

"El, I need to wait for him to wake up...I don't want him to be alone," she explained.

"Liv, I'm not going to let you sleep here all night, it's not good for you," he said concerned.

She smiled slightly at him but didn't speak.

"Come home with me," he suggested suddenly.

Her head jerked up towards him in shock, "Elliot Stabler!"

"No, that's not what I meant Liv," he laughed, "I meant like come stay at my place...we obviously wouldn't do anything. I just think you shouldn't be alone right now and we could come back at the crack of dawn to check on the kids," he clarified.

She bit her lip and thought for a second. "I guess that would work," she said liking the idea of a bed...or even a couch for that matter, it didn't really matter as long as she was horizontal. She had been sitting in a hospital chair all day and her ass was killing her.

"Okay, let's get you to bed Ms. Benson," he said extending his hand to help Olivia up.

"That's detective Benson to you, Stabler," she smirked and took his gesture.

Back at Elliot's apartment, Olivia was feeling like this maybe hadn't been her best idea...saying yes to Elliot would probably give him the wrong impression and end up biting her in the ass in the end. Her heart was telling her to hold onto Elliot and never let him go but her brain was telling her to keep him at arms length.

"Well, I'm glad the power is back on," Elliot said awkwardly to break the silence as they entered.

Olivia igorned him, occupied by her own nerves and thoughts.

"El," she said uncomfortably, "I don't have pajamas."

"Oh," Elliot uttered, instantly and unintentionally picturing Olivia naked. "Well...I'm sure I have something," he smiled, walking back towards his bedroom.

Olivia sighed as he dissapeared behind his door, what had she gotten herself into?

Elliot came back out a second later, tossing her an old, white NYPD t shirt. "Will that be okay? It's a large so I'm sure it will cover...everything," he said gesturing towards her body.

Olivia rolled her eyes, "Thanks," she said slipping into the bathroom.

Elliot began to make up a place for Olivia to sleep on the couch which folded out into a make shift bed... although he would prefer to sleep next to him. He slipped a sheet over the cushions and got her a pillow and blanket as well. As soon as he was finished Olivia had returned from the bathroom.

His mouth fell open at the sight of Olivia in only his t-shirt. It barely came past the tops of her thighs and she had her arms crossed in embarrassment, which only pulled the t-shirt further up and outlined her chest, which was obviously bare underneath.

She shifted from one foot to the other uncomfortably.

"Oh Olivia, you're making this tough on a guy," Elliot muttered, subtly adjusting his slacks against his groin which had grown increasingly more tight.

How have I kept it in my pants for TWELVE years? Elliot wondered.

Olivia combed her hair back with her hand and walked towards him.

"Well," Elliot coughed, "you can sleep here," he gestured toward the bed.

"I appreciate it," she muttered in a low octave.

At that moment, it was hard for Elliot to hear her voice as anything but the most sensual song his ears ever witnessed.

She sat down on the edge and glanced up at Elliot. There was a comfortable silence between them as they just stared at each other, each trying to figure out what it was that was changing in their relationship.

The shirt hadn't managed to cover any part of Olivia's legs as she sat down and her black lace underwear was visible. Elliot could hardly contain himself. His body was telling him something that his brain wouldnt...couldn't agree with. She smiled shyly up at him. Olivia Benson shy? Since when? Elliot thought.

Olivia broke the eye contact first and scooted back into a reclining position against the pillows.

In that moment, she was possibly the sexiest thing Elliot had ever seen. His partner's legs were sleek, tanned, and long. Her shirt rode up to the top of her panties and she didn't seem to notice or care.

"Well, I guess I'll go to bed now," Elliot mumbled, pulling his eyes away from her body reluctantly.

He turned to go but stopped at the sound of Olivia's voice, "El," she said hesitantly.

"Yeah Liv?"

"Will you...stay with me? Just for tonight?" God, I am so going to regret this, Olivia thought. But at that point she felt alone and she just needed the feeling of a body against hers, something warm and strong...like Elliot...

Elliot couldn't contain his smile, "Of course Liv," he said without hesitance, crawling into the covers next her. At first he kept his distance, partly out of courtiesy and parlty because he was so nervous he was sure he was shaking, but then Olivia turned away from him and scooted so that her back was pressed firmly against his side. He faltered for only a moment but then turned towards her so that thier bodies melted into one and draped his arm over her mid section. They fit so perfectly together - like the last two pieces of a puzzle.

Sparks, butterflies, and whatever else were making home in Olivia's lower abdomen and warmth crept between her legs. She suddenly turned towards him so that her the fronts of thier bodies were pressed tight together. She intertwined her legs with his and burried her head into his chest so there was absolutely no air in between them. Elliot allowed his hands to gently and slowly explore the skin under her t-shirt, caressing the sides of her torso lovingly. Touching her was something he'd only allowed himself to do in his dreams, but the real thing was so much better. She was soft and velvety and her hair smelled of vanilla and lilac.

Olivia's whole body was on fire. Elliot was firm and hard against her- rock solid like brick but warm and soft like cashmere, he made her melt into him and her arms and legs were buzzing with electricity.

They were doing nothing but holding each other yet the connection between them was strong and undeniable.

Olivia moved her right hand so it was gently gliding up and down Elliots back, which in turn made Elliot shiver.

"I need to be close to you," she whispered, pulling at the hem of Elliot's shirt and moving it up along his rib cage.

He shivered more visibly this time, "God Liv," he smiled, lifting it over his head for her.

"Mmm, that's good, but not good enough," she said, using both her hands to undo Elliot's belt under the covers. He thrust his hips forward unctrollably at her touch. Olivia had no idea what was making her bold enough to do this, but at that moment, it didn't matter to either of them.

Elliot helped her slip him out of his slacks the rest of the way until he was just in his boxers. Flesh against flesh, thier skin burned with excitement.

Olivia looked up and kissed him softly on the lips.

Elliot stared down at her, "You are so breathtaking," he breathed, at a loss for words.

She blushed, "No, I'm not. I must look awful right now."

"You are the most beautiful thing I have ever seen Olivia," he said ignoring her.

She kissed him again, more forcefully this time, draping her leg over his body and pushing his lower section tighter into her. His covered erection pressed firmly against her lace panties.

Elliot wanted nothing more than to remove those last two fabrics of clothing that kept the two of them apart, but he didn't want to take advantage of her. He knew she was at a vulnerable place...they had been through a lot today and a lot had changed over the last twenty four hours. He didn't want to rush things and scare her off...he was going to play this out, he wanted Olivia Benson more than he'd ever wanted anything in his life and he wasn't going to give her any opportunity to run away from him.

He turned over, flipped the light switch next to the bed, gathered Olivia up in his arms, kissed her head and closed his eyes.

She smiled, understanding his intent. "Good night Elliot...you're a good man, ya know."

"Goodnight Liv," he kept his eyes shut but was smiling uncontrollably as he drifted off into sleep with Olivia Benson curled up at his side.

So….What are your thoughts? Too much? Too little? REVIEW PLEASE