A week passed. Duty was unexpectedly normal since "that day" in Picard's quarters. And assignments were blessedly routine. Analysis of recent galactic disturbances (worthy of note yet not alarming in nature), everyday sorts of brief conferences that demanded diplomatic delicacy but didn't involve high-level security tension. Leo had even noticed a calming in the captain.

"Permission to speak freely, sir?"

"Granted." And when have I not? he mused.

"You seem a bit, well, a bit more settled, sir. Have things been going smoothly outside these four walls?"

"Yes, lieutenant; your advice was well taken. Simplicity does seem to be the realm of counselors, at least in the beginning stages." A moment's pause. "You might be wise to follow that advice yourself, if I may be so bold." Something had been amiss since their grossly informal discussion, though like himself she was a master of affect management.

Duty being over a moment before, Leo made bold to reply in off-duty fashion. "I did." How she longed to add "smarty pants", but it didn't feel right at the moment.

"Very good." No further comment. "Something else?"

He wasn't going to ask her. And she really couldn't think of a graceful way to bring it up. "What are you doing tonight" would sound, well… wrong.

"Nothing. It's just, well, I thought maybe," Leo stumbled. This is stupid, she thought, we are two grownups and it's not like I'm making an indecent proposal… but the professionally expectant look on Picard's face brought her up short. "I'm glad I could help," she said lamely.

He smiled, nodded. "We do what we can, Lieutenant, and I know I can always count on you for a bit more than that. Dismissed."

That was it, not a word about what had passed between them when he'd been in such distress, no acknowledgment of the breach in their mutual defenses except in the most general sense. Not a thing out of the ordinary, and she'd really expected things had become less so.

"Have a good evening, sir."

He was already back at his desk. "Thank you, Leo. You as well."

Leo beat it out the ready room door before she looked stupider than she felt, which right now was a record to beat. She felt like an utter dork, uncomfortably similar to someone who'd kissed the boss at the office Christmas party only to have it forgotten the day after. So lost was she in her tangled thoughts she was startled when the captain appeared in the turbolift beside her just as she requested, "Officers' deck."

Leo looked at the captain questioningly. He looked a lot like she'd felt a few minutes ago: uneven, but determined.

"I'm not unaware that some things between us have changed in recent weeks," he began. He corrected himself. "Perhaps shifted... in practice. Though not, I'm sure you'll agree, in substance."

"Computer, halt." Leo announced. "Captain, can't we just drop the curtain and talk like real people? I mean without one of us being at the end of our rope."

His smile was kind, but not as open as Leo hoped for. "I almost wish that were possible."

In for a penny, in for a pound... ready, aim, leap. "'Almost?' I was kind of hoping we'd gotten beyond 'almost'."

So had I, Picard thought, but he knew himself too well not to know the reality.

"I'm afraid 'almost' is as close as I can manage. Please understand, it would take a harder heart and a duller mind than mine to deny that there is… something… in each of us that resonates with the other. There certainly is no room for misunderstanding it, of that I'm certain. Between you and I, but quite possibly only between you and I."

Leo shook her head in disappointment. "But I thought that tired old 'fraternizing' rule had been dismissed by Starfleet as irrelevant." She didn't bother mentioning where she'd learned that.

"And so it has. By Starfleet." He'd expected her to protest, and she didn't disappoint him. She never disappointed him, he readily admitted to himself, they knew each other too well for that by now. "Yes, yes, I know, you're going to remind me of how many rules, written and unwritten, I've challenged even since you've arrived here. That even my inclination to keep my own counsel in all matters, an inclination I might remind you that you share, has been persuaded by circumstances to relax a bit."

"By 'circumstances', right." She really felt like she had him on the edge, and believed humor would push (or pull) him over.

He answered her smirk with a sterner expression. "Let's not waltz with semantics, if you please. The fact is, and I won't apologize for it, I am only capable of 'relaxing' up to a point."

"I don't believe that." She spoke so firmly she almost convinced herself.

"Your not believing things has never made them not so on my ship." But the words were spoken gently. He laid an equally gentle hand on her shoulder. "Leora Eileen, the man you see before you has undergone more changes in the past five years than anyone who knows me well would believe I could survive. Some of them you know, some you do not, and some we continue to experience together. But a man who is characteristically unused to change can assimilate only so much of it in a short time. Do you understand? What you're suggesting,"

She cut him off, frustrated. "How do you know what I'm suggesting when I haven't suggested it yet?"

Now he released her shoulder and very nearly touched her face, a gesture so casually intimate it belied everything he was saying. But not really.

"What you're suggesting," he continued quietly, and the openness that Leo had wanted was there in his eyes, "is just too difficult for the person I am here and now to consider. Too many shifts in habit and too sudden an opening of doors long-closed, when some very deep ones have too recently been broken down by force. Your invitation isn't unwelcome, just… untimely."

Her stubborn resistance was being replaced by something more painful. Here was a friendship waiting to happen, it has started to happen, however fitfully. Here was one of those parts of herself she'd never known was missing until she'd found it, and she knew that in his way he recognized the same thing. It had happened all on its own, like Deanna said, a natural part of who they were. This wasn't right, it wasn't fair. Then Picard said something that reached deeper than she wanted anyone, even Data, to go.

"I can't replace your Paul, and you know you don't really want me to. It would be wrong of me to try even if I could."

She'd never have admitted it even to herself, and here he saw through her without even trying. Fight it, fight it, she could almost feel her tear ducts clench from inside, but it was no good. He was watching her closely, waiting.

"Then… what?" she managed finally.

"Then, we continue as we are."

For all his kind and careful phrasing Leo felt as if the rug had been pulled from under her. She'd had it all figured out, she'd been about to convince him it wasn't hard at all, that it would be so simple. The hitch in her breath (not to mention her brimming eyes) betrayed her losing battle to hide her feelings, confused though they were. This wasn't how it was supposed to go.

"Come now, none of that," Picard took a step closer and to her surprise (but not) took her shoulders again in a warm grip and leaned close to her ear to remind her in a near-whisper, "I remember once you told me that I was the kind of friend you'd thought you lost forever, and you promised to be the same to me. I think we do pretty well, in our fashion." He let her go then, and she stepped back and wiped her eyes on her sleeve as he requested, "Computer, continue to officers' deck."

When they arrived at the officers' deck Picard held the door for a moment and regarded Leo as she paused in the corridor.

"Something else?" She really tried not to sound like a wiseass.

"It really was the most appealing offer I've had recently," he assured her. The air of wistfulness beneath the words made Leo feel a little like a voyeur. Maybe he was right, and they would continue as they were. Maybe they should.

"With all due respect, sir," she leaned closer to the door and lowered her voice to a confidential level, "it was the only offer you've had recently."

She was rewarded by a raised eyebrow as the doors slid shut. "And it stands, whether you like it or not," she muttered to herself.

Leo was disappointed – lot of that going around lately, she grumped to herself -- to find her quarters dark and empty but for Spot, who glowered the usual greeting and slunk away to parts unknown. Data had been putting in lots of extra time on some mysterious project proposal or suchlike in the cybernetics division. Not his proposal per se, but he and Geordi had been asked by Bruce Maddox and others at the Daystrom Institute to join the viability research team. It was very hush-hush, though she didn't get the feeling it was a security clearance issue. Scientists, they could be more secretive than the CIA and twice as paranoid.

She flopped on the sofa and picked up the book she'd been reading, having finally worked her way into contemporary authors. What she used to consider "science fiction" was now just plain fiction. But she wasn't interested in reading. She wasn't hungry, and left the replicator hanging when she stopped in the middle of a request.

"Repeat request?" it asked her pleasantly.

"Never mind."

"Please clarify."

"Abort request, okay??"

"Operation aborted."

"Fine." Feeling at loose ends, Leo wandered around the room a bit as if it were a museum and she might have missed something on the last trip. Finally she went into the bedroom and rooted around on the floor of the closet. While Data was orderly to a fault, Leo was granted a particular "chaos closet" where she could fling things at will. She had to get down on her hands and knees and rummage through mismatched socks (she steadfastly refused to replicate their companions) and random clothing before she found what she was after. It squished comfortably under her hand and she dragged it out and carried it with her back to the sofa.

"Looks like it's just you and me for a while, Teddy," she petted the soft, shapeless bundle of microbeads and hugged it around the middle. "Do your thing."

Data obviously had overestimated its gifts, as the tumble of emotions she wrestled with didn't let up. She stretched out full length and plopped her face onto "Teddy", muffling her despairing words, "Three hundred years into the future, and life still isn't fair."