A/N: One thing I forgot to mention, I aged Thea up for this fic. She's two years younger than Felicity.

Three Years Ago

"Thea, relax," Felicity said, watching as Thea paced back and forth in her room.

"How can I relax?" she cried, chewing on her nails. "What if he doesn't remember me? What if he has amnesia? What if-"

"He doesn't have amnesia," Felicity reassured.

"Last time he saw me, I was twelve! That was eight years ago! What if I changed too much and he doesn't even recognize me?"

"Thea." Felicity took a hold of Thea's hands, calming her motions. "You're his baby sister. No matter how much you've grown, he'll always recognize you. And love you."

There was a knock at the door, and Raisa poked her head through. "Miss Thea, Mister Oliver is home."

Thea froze at the announcement, and then she bolted out of the room. Felicity chuckled, and followed her out.

Felicity stopped at the top of the stairs, staring at the sandy haired Greek Adonis at the bottom. Oliver had joined the Army before she and her mother came to Starling, so she'd only seen Oliver in pictures and home movies. She didn't remember him looking like that, with close cropped hair and bright blue eyes that shone with tempered joy. Thea jumped into his arms, and the intense emotion on his face made Felicity's heart stutter.

Oliver pulled away from the hug and caught Felicity's gaze. He inhaled sharply and fluttered his lashes, pinning Felicity with his stare.

Thea noticed the sparks between them and giggled. Oliver started, and looked at his sister. "Are you going to introduce me?"

"Sure. This is Felicity. I wrote to you about her." She waved Felicity closer, who snapped out of her paralysis and walked down the stairs.

"Right," Oliver said, unable to take his eyes off the blonde. "Felicity Smoak. The girl who took care of my sister while I was gone."

"Oliver Queen," she managed to say without stuttering. "I'm really happy you're not dead."

He blinked in surprise.

Felicity shut her eyes and cringed. "I mean, of course you're not dead, you're standing right here." She bit her lips before she could do any more damage.

He stared at her with his lips pressed together, as if suppressing a smile. Felicity blushed, and his smile widened. "I'm really glad to finally meet you, Felicity."

Felicity smiled back.

The three of them took a walk around the grounds after dinner at Thea's insistence. Felicity had her suspicions about the young Queen's motives, as she darted far ahead as soon as they got outside, leaving Oliver alone with Felicity.

They walked in awkward silence for a few steps before Oliver spoke up.

"Thank you, again, for looking out for my baby sister all these years. I'm incredibly grateful."

Felicity ducked her head and laughed. "I'm pretty sure she's the one that took care of me. If it hadn't been for her, I might not have made it through prep school alive."

"Oh?" He stared down at her with concern. "Was someone trying to hurt you?"

"No," she said, shaking her head. "Not like that, anyway. Just some people who couldn't handle me being smarter than them. They called me names, stuff like that. Nothing too crazy."

Oliver frowned. "I'm sorry you had to go through that."

Felicity waved her hand at him. "Please. That's nothing compared to-" She clamped her lips shut, but it was too late. Oliver's steps stuttered beside her, along with his breath. Felicity cursed herself silently, and rushed to move past the moment. "Anyway, your sister came to my rescue one day, and made it clear to the whole school that anyone who messed with me was messing with Thea Queen."

She peeked over at Oliver, and noticed his grave expression. He hadn't yet recovered from her previous gaffe, so she continued to babble. "She's a wonderful person, your sister. She has a really great heart, and a fiery spirit to match. I bet she was like that as a kid, huh?"

Oliver finally smiled. "She's the kindest person I know. And fast. I call her 'Speedy' because I couldn't keep up with her when she was little."

Felicity laughed, partially with relief. "Boy, do I understand! You should see us when we go shopping. She flits from store to store while I trail after her with a look of bewilderment."

Oliver laughed. "That sounds like her."

They walked in a more comfortable silence this time, watching Thea in the distance as she frolicked among the trees.

"Thank you, Felicity," Oliver murmured.

She turned her head. "For what?"

He met her gaze, and the intense blue of his eyes caught Felicity's breath. "For making me laugh. I haven't done that in a very long time."

Felicity felt a warm pang in her chest at his words, both with heartbreak for his tragic years and affection for the vulnerability he displayed. She looped her arm in his impulsively, and said, "You have a really nice laugh. You should do it more often."

He squeezed her arm with an affectionate smile.

Present Day

Felicity stared out of the bridal suite window, looking at the ceremony setup outside. Guests were already being seated. Ray Palmer, billionaire genius, head of QC's Applied Sciences, and her groom, chatted with and charmed everyone he met. She could do worse, she supposed. He was a good match, and there was adequate affection between them. Her mother was enthusiastic about it, but she might have been excited about someone else, as well, if he had ever gotten his head out of his ass.

Felicity shut down those thoughts. It was no use at this point. Oliver was too afraid to reach for happiness, and Felicity wasn't going to wait forever. Ray was a good man, and she cared about him. Wasn't that enough?

Thea came back into the room. Despite all thoughts to the contrary, Felicity turned with hope in her heart.

Thea smiled. "He's on his way."

Her stomach roiled with anxiety. She turned back to the window, her expression vacillating between a smile and a frown. It was completely unfair. How could one person upend her emotional stability just by existing? She took a deep breath against the butterflies in her stomach.

"You okay?"

Felicity faced her friend and nodded. "I'm fine."

Thea tilted her head, narrowing her eyes with suspicion. "You can't lie to me, Smoak. I know you better than I know myself."

Felicity closed her eyes and sighed. "I will be fine," she amended.

Thea sat on the windowsill and took Felicity's hand in hers. "Are you sure about this?" She looked out the window. "About him?"

"Don't start, Thea," Felicity begged.

"I just want you to be happy. Does he make you happy?"

She paused before answering. "He doesn't make me cry."

Thea rolled her eyes. "I can't believe you movie quoted me. May I remind you that she ended up with Danny Ocean in that movie? And they lived happily ever after?"

"Bad example," she replied, walking away from the window.

"And the guy that didn't make her cry was a bad guy. Maybe Ray-"

"So what?" Felicity cried, cutting her off. "I don't see anyone offering an alternative!"

"You know what Ollie's like, what he's been through."

"I know!" Felicity fell to a seat on the couch. "I know," she repeated softly. "But he made it very clear that there would be nothing between us. Multiple times. What am I supposed to do with that?"

Thea moved toward the couch, and sat beside Felicity to give her a hug. "I don't know," she conceded. "But if he changed his mind, would you?"

Felicity rubbed her temples. "I'm not going to entertain that question because it's never going to happen."

"Never say never," Thea said, rocking her gently.

Felicity rolled her eyes.

Two Years Ago

It became a weekly tradition, having dinner with the Queens and going for a long stroll around the mansion. For a year, Felicity shared her life story with Oliver, and Oliver shared bits and pieces of his. Even when he moved out of the mansion to live with John Diggle (whom she met shortly after he returned stateside), Oliver made it a point to be with his family whenever Felicity was there. And for a year, the crackling tension between them grew and blossomed.

But nothing ever happened.

Felicity had turned down a couple of suitors in that year, putting all her hopes in someone else. Thea had encouraged her to make the first move, but that wasn't her style. Also, she was unsure of Oliver's feelings. She didn't want to ruin what was becoming the most important friendship of her life by exposing her crush, even if it seemed, at times, that he returned her feelings.

So when Ray Palmer, a man she admired and found attractive, asked her out to dinner, she didn't say no right away. She needed to know where this thing with Oliver stood, once and for all.

During the following post-dinner walk, she broached the subject with a little anxiety. "Ray Palmer asked me out," Felicity said, testing the waters for Oliver's reaction.

He hesitated on his next step before recovering his composure. "Oh?"

"Yeah."

They walked in tense silence, each waiting for the other to continue.

"What did you tell him?" he finally asked.

Felicity studied Oliver's profile. His lips were turned down in a slight frown, but otherwise he seemed neutral.

"I told him I had to think about it," she said, keeping her eyes on his face.

He turned his head toward her but didn't make eye contact. He came to a stop and stared at the horizon, biting his bottom lip as his brow furrowed.

Felicity turned to face him, and placed a tentative hand on his arm. "Oliver."

He took a deep breath before lowering his eyes to meet hers.

She searched his gaze, trying to get a read on him, but he retreated into a stoic shell. Her heart started to break. She had to try one more time. "Should I tell him no?"

He stared at Felicity with a blank expression. It left her feeling cold. "You should go out with him. He's a good man." He pulled out of her grip and excused himself, before walking back toward the house.

Felicity's hand hung in the air, clinging to the spot where Oliver's arm had been seconds ago.

A week later, Felicity knocked on John's door. The sight that greeted her gave her a shock.

It was Oliver, in a t-shirt and sweats, a week of stubble on his cheeks and his hair unkempt. He had a bottle of something amber in his hand.

"Felicity." His other hand shot up to smooth his hair into place. "I wasn't expecting you."

"You missed dinner." She cringed internally at her lack of manners. "Sorry, I meant...I missed you."

Oliver blinked as her words obviously affected him.

"Can I come in?"

Oliver stepped back and extended his arm, waving her in.

She caught a powerful whiff of scotch when she passed him, and her heart broke for her friend. Clearly he wasn't doing well.

"Have a seat," he offered, waving at the couch. "Do you want some water, or anything?"

She shook her head, and just patted the seat beside her.

Oliver seemed at a loss, staring at the seat with confusion on his face. He took a step toward her, before retreating to place the bottle on the dining room table. He approached Felicity again, only to sit down on the armchair furthest from her.

She patted the seat beside her again, not giving up.

He stood up and came toward her like a puppy that had been abused, expecting recrimination and punishment. He sat beside her with his head hung low, taking on a posture of shame.

Her heart broke a little more for her friend. She pulled him close and ran her fingers through his hair, down his back, trying to communicate reassurance through her touch. "I'm not going to judge you, Oliver," she whispered.

His body sagged as all tension melted away, and he leaned into her touch. "Sorry I missed dinner," he said.

She wanted to bring up last week, but she didn't want to lose Oliver to his stoic shell again. "Will you be there next week?" she asked instead.

Oliver sighed, and rubbed his forehead. "I'll try."

They sat in silence after that. The topic was on the tip of her tongue, but she kept biting it back, afraid to broach it. She breathed a sigh of relief when he brought it up first.

"Did you go out with Palmer?"

She played with the short hairs on Oliver's neck as she worked up her courage. "Not yet."

He turned his head toward her. "No?" His voice almost sounded hopeful.

"No, I...I'm still thinking about it."

Oliver let out a long sigh and held his head in his hands. "Felicity-" He got to his feet and started pacing with his hands on his hips.

"I just need to know," she said, getting to her feet as well. "I need to know if I'm imagining something between us, or if it's mutual."

He rubbed the back of his neck, remaining silent, and then he spoke. "You're not imagining it."

"Look." She walked up to him and placed a hand on his chest. "I know things have been hard for you. I know you're having a hard time. Let me help you. I want to be there for you."

"Felicity." He stared down at her, a tortured expression on his face. He put his hand over hers, squeezing it before pushing it away. "I'm not in any position to be in a relationship right now. Maybe not ever."

"I don't believe that," she countered, following him as he walked away from her. "You don't have to go through this alone. You don't have to be alone, Oliver."

"I'm not alone. I have Diggle." He stopped to lean on the dining room table with both hands, staring down at the bottle he left there.

"And I'm glad for that," Felicity continued. "But who holds you at night? Who chases the bad dreams away?"

He whirled on her. "The last person that tried to do that got my hands around her throat!"

Felicity recoiled from his anger, her heart thudding from the unexpected volume.

Oliver slammed a fist on the table, making Felicity jump. "I'm sorry," he grunted, forcing himself to open his fist. "Sorry," he repeated.

"Who was it?" she croaked.

He placed his open hand on the table, and Felicity noticed it shaking lightly. "My mother."

Felicity swallowed. "Is that why you moved out?"

Oliver nodded.

She approached him cautiously, placing her fingers on his back before settling her palm against him. "I'm sure she understands, Oliver."

Oliver took a quavering breath. "I'm a danger to everyone I love, Felicity. I have to be alone."

"Oliver," she cried softly, her eyes welling with tears.

"Forget about me, Felicity. I'm damaged goods. You deserve better."

Tears spilled over onto her cheeks. She leaned into his shoulder and silently cried as her heart broke for this man she cared about.

"Please leave," he whispered, his trembling voice betraying his pain.

"Oliver-"

His body stiffened, and then he shouted. "Leave!"

Felicity startled and took a step back. Her tears fell faster as she stared at Oliver's rigid form. She didn't want to leave him in his pain. But she respected his wishes, and left.