Dislaimer: I own nothing but my own ideas… Anything you recognize is not mine.

Poem to be read at 3 A.M.

Excepting the diner

On the outskirts.

The town of Ladora

At 3 a.m.

Was dark but

For my headlights

And up in

One second-story room

A single light

Where someone

Was sick or

Perhaps reading

As I drove past

At seventy

Not thinking.

This poem

Is for whoever

Had the light on

-- Donald Justice

The first night after Cortexiphan was deep and dreamless, in the way that alcohol-induced sleep can be. She spent that night in Peter Bishop's bed, in the sheets that smelled of him. Perhaps that kept the nightmares at bay.

The next night, alone in her bed, she dreamed. It was familiar at first; the dark woods, the frightened child, the whistling wind, something in the woods beyond. It soon changed, in the abrupt and immediate way that dreams have. She and little Olive, still in her arms, were standing over John Scott on the side of the road where she last saw him alive. He was injured but breathing and was calling her name.

She knelt beside him and Olive was gone, her screams echoing in the dark. She woke then, still seeing John dying and hearing Olive cry. Her breathing labored, tears on her cheeks, she sat up in the dark and waited for the terror to subside. Giving up on sleep, she made coffee that she drank in the dark, waiting for dawn to arrive.

The third night, she dreamed again. This time it was a place that was both familiar and unknown, being flooded with black water. With the water rushing down the street, cars sliding away and waves lapping at the windows of nearby homes, she found a small boat and climbed inside. She heard crying and knew it was Olive. She searched for her in the darkness and found her clinging to a tree. She abandoned the boat despite her terror, not knowing what is underneath the black water, and swam to reach Olive.

Caught again in the current, they were swept along toward a house. Olivia seized the fence and pulled them to a stop, dragging them both up to this house, lit from the inside with a warm light. She entered and wandered to the kitchen, Olive clutched in her arms. She saw a large white bear in the sink, splitting its fur like a seam down its back. Revealed in the yellowed light was a striking horse, covered in blood and rearing up, sloughing off the remnants of the bear. Olive screamed and she awoke, sweating and gasping. 2:45 A.M.

The next day she was dragging. She did drift back off to sleep but not soon enough to get any rest. She was pretty sure Peter had noticed but he refrained from commenting, bringing her an extra cup of coffee instead. Throughout the day, she toyed with ideas to prevent dreaming. She considered telling Walter about the dream in the hopes he could stop them, but her anger flared again and she nixed the thought. She considered drinking, since that apparently worked the other day, but decided that drinking nightly would not be the best of plans. Simply not sleeping was not practical. And logically, she decided that she could not keep dreaming like this indefinitely.

Yet she lingered at the lab. Long after Astrid went home, after Walter stopped doing anything remotely like work, after Peter stopped pretending not to see how she was faring. She caught him looking, kindness etched in his eyes, but the glimmering distracted her and she was too fatigued to concentrate on making it stop. She drifted from confiding in him to a quiet sort of dread that reminded her of all the bad things yet to come. She shook her head, gathered up her stuff, and silently left the lab.

That night she dreamed. She was in the little boat again, floating in the black water far from the lights of the town that was flooded. Olive was curled in the bow, soaking wet and silently crying. In the darkness, she could see a large ship nearby and knew she had to get to that ship, to get on it; it was their only hope of rescue. There were no paddles, no oars but the thought of swimming terrified her. She knew it was dangerous, that the black water concealed something that would drag her under, but she knew she had no other choice. She grabbed the girl and jumped in before she could change her mind. The icy water splashed up around her and Olive was gone. Olivia heard the child's screaming echoing all around her but she was nowhere to be found. She swam to be ship instead, knowing she was leaving part of herself to die.

She was still shaking after 10 minutes, rattled and unsure. She felt bereft, as if she had lost some vital part of herself. Lost, sacrificed, abandoned, she was not sure which or by whom, honestly. That frightened child, that child that could have been carefree. Should have been... She tried to focus on the bigger picture. Because of Walter, because of the experiments, she was now able to make a real difference in the war. But because of Walter stealing the other Peter, he may have started the war. She groaned. The bigger picture still brought her around to that thought. There was no escaping it. And she was so tired. The nightmares, the lack of sleep, the stress of this secret were so draining.

She bolted up and started getting dressed. She was not going back to sleep tonight, at least not here. Not alone with these thoughts. The movement felt good, productive, even if it didn't amount to much in the end. She tried not to give it any thought, just let herself act. She found herself in the SUV, driving to Peter's, in less than 15 minutes. Impulsively, she had thrown some clothes into a bag, her toothbrush and deodorant, clean underwear just in case. She made a concerted effort not to think about that part. Just move. Act. Do something.

She pulled up outside his place a few minutes after 3 am and parked on the street. She was relieved to see his bedroom light on and there she sat, watching that window for several minutes. If she was being honest with herself, she would acknowledge how adolescent-girl-with-a-crush this behavior was. Instead, she just sat, watching, not thinking, allowing herself to relax. When the chill of the night started to get to her, she got out her phone and called him.

"Don't tell me we've won another vacation," he quipped, sounding more serious than the words would imply. She wondered briefly what made him so somber at this hour, what kept him awake.

"No, it's not another case," she replied, not offering more just yet.

"Then what's going on?" he asked, concerned. "It must be pretty big to interrupt my beauty sleep," he teased.

"You weren't sleeping."

"And how would you know that?"

"Your light was on."

He didn't respond, but she saw movement in his room. He parted the curtains, looking outside.

"Come on in," he said, ending the call.

She vacillated for a moment, looking at the bag. Bring the bag, leave the bag… Just go. She grabbed the bag and left the vehicle, striding purposefully to the door. He met her there, eyed the bag, but said nothing as she entered. She dropped the bag by the couch and sat down.

"I couldn't sleep." She spoke softly, matter-of-factly, not quite making eye contact.

He nodded. "Want something to drink? Maybe some hot chocolate?"

"That sounds good." She stayed there while he went into the kitchen. She sank deeper into the couch, pausing just a moment before slipping off her shoes and tucking her legs underneath her.

When he returned, he sat the mug in front of her in comfortable silence. He noted the shoes without comment and sat down at the other end of the couch. She was grateful for the drink, since it gave her a focal point. She picked it up and stared for a moment before starting to speak.

"I've been having nightmares," she said hesitantly.

"How bad?" he asked softly.

"Bad. They linger," she replied, sighing, still staring at the mug. "Pretty much every night since I had the Cortexiphan."

He knew better than to comment about her willingness to sacrifice herself for the cause, but he picked up on something she implied but did not say. "Not every night?"

"No. Not the first night." The night we went out, the night I slept here. "I'm just so tired…" She trailed off, raising her eyes to meet his. The glimmer bloomed, a sign of her apprehension, then faded out as she held his penetrating gaze. She knew he understood everything she wasn't saying.

"Then stay here."

She simply nodded, offering no resistance to his suggestion. It was as close to reaching out as she could get. He graced her with a gentle smile and extended his hand, seeking hers.

"Come on," he murmured, his voice low and rough. She almost held back, said she would just take the couch, but clothing-free lifestyle flashed through her mind and she smiled, reaching for him. "Don't forget your bag."

"You noticed that," she remarked, glancing at him.

"Sweetheart, I notice everything," he quipped, giving her a rakish smile as he led her upstairs.

His casual tone and easy acceptance of her sudden appearance set her at ease and she found herself wondering what else he noticed about her…. She almost asked, but they reached his room and the lights were still on. Her fatigued thoughts drifted again and she wondered again what had him up at 3 AM. She dropped the bag onto his bed and opened it, pulling out her nightshirt. He turned to leave but the sound of her voice drew him back in.

"So what kept you up?"

"Same as you… Only different in the details, I'm sure." He met her gaze unabashedly; she had seen him far worse off than being haunted by nightmares.

"I'm sorry," she said softly, her words laden with meaning that he could not quite decipher.

"About what?"

"Walter."

His eyes narrowed at that word, trying to figure out exactly what she meant. How she was treated as a child, how Walter experimented on them both, how she had bluffed and blackmailed him into guardianship of him… As he ran through the many possibilities, he noticed her retreating into the sadness that brought her to him in the middle of the night. She would not talk anymore tonight.

He nodded, accepting the change in mood. "I'll let you get some rest."

She looked up at him, trying to find a way to say 'don't go' without saying it. "It's kind of chilly in here," she stammered. "You wouldn't have any extra blankets lying around?"

He just smiled, acknowledging her request, and went to search for one. It gave her enough time to get changed and slide into his bed. She quirked a smile when she realized he was effectively tucking her in, as he returned to drape the blanket across her.

"Peter," she said, engaging him once again, "tell me about your childhood. What you remember." She paused momentarily. "And turn out the light."

He did as requested, moving to lean against the doorway, when she moved to the far side of the bed. He cocked his head and she simply inclined hers to offer him space. He ambled over, leaned back against the headboard, and pulled the blanket over his legs.

"What do you want to know?"

"Anything."

So he told her stories, about things he remembered and things he might only have dreamed. He spoke softly, growing quieter with longer pauses, until her breathing evened out into the restful pattern of sleep. Tempted to stay, he pulled himself up and out of bed, giving in to the urge to kiss her cheek before he went.

"Sweet dreams, Olivia."