A/N: Based on a Tumblr prompt - "Felicity gets caught in a fire in the foundry."

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Oliver Queen had been afraid more times in his life than he could count, but not one moment before, during or after his time spent on Lian Yu was more terrifying than the moment he thought he was about to lose Felicity Smoak.

She wasn't even supposed to be in the foundry that night — none of them were — but when 105-degree temperatures plunged Starling City into a blackout, Oliver suited up and headed to the Glades to patrol with Diggle. Felicity, with her backup tech at the ready, was the ever-present voice in their ears.

"Guys, there's a disturbance about a block North from your current location," Felicity said over the comms about an hour into the patrol. She tapped a few times on her tablet and zoomed in to get a better look at what was happening. "One assailant forcing a woman into an ally."

"I've got eyes on them," Diggle said from his position inside the Bentley.

"Digg, circle around on foot and cover me," Oliver had just mounted his motorcycle when he heard what sounded like a muffled cry from Felicity's comm link.

"Felicity? Are you all right?" He gripped the handles of his bike, waiting for her reply, but it never came. "Diggle, Felicity isn't answering her comm. Something's wrong."

"I heard it too. Go. I can handle this." he said, his tone less even-keeled than usual. That in and of itself sent a wave of unease through Oliver.

Without hesitation, Oliver spun the bike around and sped toward their base, trying to keep at bay the thoughts of what would await him when he arrived. "Felicity, can you hear me?" He didn't attempt to hide the panic in his voice. She hadn't made contact in at least five minutes, and it would be another five before he reached her.

"Diggle, what's your status?" Oliver asked, realizing it been at least that long since he'd heard from his other partner as well.

"The situation is handled. I'm on my way back now," Diggle replied, slightly breathless. "Did you reach her?"

But Oliver didn't answer. Instead he brought his bike to a screeching halt just outside the back entrance of his team's new base where thick, black smoke was billowing up and out of the old building's windows. For a moment he was paralyzed with the fear that he hadn't made it in time; the fear that she was gone, and he had failed to save her. But losing Felicity had never been an option for Oliver.

"Felicity? FELICITY!" Oliver hadn't even fully entered the room before he started screaming her name. He stopped just inside the door, and quickly took stock of the situation. Whatever fire had been burning was already extinguished, and the smoke had cleared enough for him to see around the space. Finally his eyes locked on her small form, huddled under a blanket near her workstation.

He was across the room in three long strides, pulling her up from the floor and into his arms. Oliver was carrying her, still wrapped in the blanket, back outside before Felicity had a chance to process what was happening. Once he was certain she was out of harm's way he set her back on her feet but kept his arms wrapped firmly around her.

"Oliver?" her voice, still low and raspy from smoke inhalation, was also muffled because her face was pressed into Oliver's chest. "Oliver, I can't breathe."

He released his tight hold on her, allowing her to take a step back. A knot immediately formed in Oliver's chest, and he was unable to bear the loss of contact, so, as if to reassure himself that she was, in fact, standing there in one piece, he began moving his hands through her hair and over her face.

"I'm ok," she said, reaching up and clasping her hands around his wrists, stilling his hands on her face. "I promise, I'm ok."

"What the hell happened?" He asked, sitting down on the parking lot pavement and pulling her down onto his lap. He thought she might resist and shift away from him, but he sighed in relief when she leaned into his warm, solid chest instead.

"I'm not exactly sure," she said, hesitantly, as if she was still catching her bearings. "I was talking to you and Digg one minute, and five seconds later the backup generator shorted out and caught fire." She shifted her position slightly, so that she could look up at Oliver's face. His eyes were wide, his cheeks were flush and she felt his hands tighten around her with every word she spoke. He was coiled more tightly than she could ever remember. "I managed to put the fire out, though it took a few minutes because I couldn't remember where we put the fire extinguisher. Then I covered myself with the blanket because the smoke was really thick and I couldn't get the door open. You know, it would probably be a good idea to actually unpack all the crap we brought over from the Verdant lair, so I could be prepared for something like this. And I think I'm going to just keep my own fire extinguisher at my desk.."

"Felicity.." He cut her ramble off mid-thought and stared down at her. His eyes searched hers frantically, and for the first time since returning from the island, his walls were completely down. Oliver realized that he hadn't been keeping her at a distance because he was afraid of her being injured — that could happen regardless of their romantic involvement — He was doing it because until this moment, he wasn't sure that he wouldn't eventually break her heart. The knowledge that he could have lost her tonight, or any night, for that matter, and the relief that he didn't, hit him at the same time, and suddenly he felt ready. "I'm going to kiss you."

Felicity blinked several times, unable to process what he'd just said, "Sorry, what?"

Oliver answered her by tilting her chin up and pressing his lips onto hers. The kiss was gentle and short, and when he pulled away Felicity looked absolutely stunned.

Felicity, now fully conscious of the fact that she was still sitting in Oliver's lap, and his lips had just been on hers and she probably tasted like soot, was rendered basically speechless. "What, uh.. What?"

He couldn't help but chuckle at how adorable she looked, but the confusion in her eyes was real, and he knew he had to explain. "I have spent the better part of this last year convincing myself that keeping you at arm's length would keep you safe. You've told me over and over that it's your life and you choice, but it wasn't until very recently that I began to understand what you really meant by that, and I realize that you're right. You are strong and poised and intelligent and so damn beautiful, and for me to believe that you need protecting is an insult to you."

She reached up to run her fingers along the soft, worn material of his hood, her eyes never leaving his as he continued.

"We stood on that island together after defeating Slade, together, and you gave me an out. You gave me an out, but I didn't want one then, and I sure as hell don't want one now."

Before Oliver could say anything else, Felicity's mouth was crashing into his, the force behind her kiss propelling them backwards onto the pavement. He wrapped one arm around her waist, the other reaching up to pull her ponytail free so that he could weave his fingers through her hair. The kiss was needy and overdue and said everything both of them had longed to tell each other for far too long.

It wasn't until Diggle was standing over them, clearing his throat dramatically that they finally broke apart.

"The fire department is on its way here, so while you two were doing this," he motioned between the two of them with a bemused expression on his face, "I took the liberty of going back inside to wipe the hard drive and remove anything Arrow-related. You can thank me later."

DIggle reached a hand down to Felicity and helped her to her feet. "You all right?"

"Yeah," she said, looking back down to where Oliver was now sitting. "Yeah, I'm good."

He pulled her in for a quick hug, and dropped a kiss to top of her hear before pointing toward Oliver's bike. "You two better take off. I'll swing by your place in the morning, and we can figure out what to do about this mess."

Diggle left in the Bentley, and Felicity turned toward Oliver who was pulling his motorcycle upright. He mounted the bike and handed her his helmet. "Get on, and hold onto me tight," he said, winking at her.

Felicity smiled back at him and remembered the situation they were in the first time he said that to her. "Still not exactly the circumstances I had in mind, but we'll work on it," she said, as she swung her leg over the seat and slid her hands around his waist and into the pockets of his leather jacket.

"Oh, and Oliver?" He turned his head to see that she'd flipped the visor up on the helmet. Her bright blue eyes were shining. "I love you, too."