A/N: So I'm writing this story switching back and forth from their present time to the 2 weeks before Holly left so that I can reveal parts of the story at a time as I go along until eventually it all lines up with their present and then continue from there. I hope it's not too confusing! If it is, let me know and I can try and switch it up for the next few chapters. I usually also go into both Gail and Holly's POV in each chapter but I got a little carried away with myself this chapter so I will do a separate Holly chapter next.

CHAPTER 3

"Hey kiddo, I don't want to pry, but you've seemed really off the last few weeks. An unusually low amount of snark and sarcasm has been coming from your direction lately, not that I would normally complain about that, but it has me worried about you" Oliver confessed to Gail. He had asked her to talk for a moment in his office, having been noticing her unusual behavior.

"I'm sorry Ollie, I've just been going through a lot of things in my head and I guess it's got me feeling a little distracted and feeling less in the mood for my usually impeccable wit and charm" she replied, giving a little shrug of her shoulders.

"Does this have to do with Holly leaving?" he asked. He hadn't known about the adoption yet, as Gail wanted to try and keep it a secret for a while, but knew that Holly had left for a job in San Fransisco.

"I'd be lying if I said no…it's been really really shitty not having her here, not talking to her. I'm trying to distract myself from thinking about it, but it's nearly impossible when everything seems to remind me of her," Gail admitted, fumbling with her hands in her lap, clearly feeling a little anxious and awkward with this un-Gail like discussion of emotions.

"But I thought you two were going to keep in touch, try to stay friends? Why haven't you been speaking to her?" Oliver asked, with a raised brow of confusion on his face.

"Well…yea. We said we wanted to stay in each other's lives regardless of the fact we aren't together anymore, but we agreed that we would both need some time of radio silence to adjust to the changes…I mean Holly was never really just my friend, let's be honest. We can't just flick a switch and pretend to be friends when we both know full well that we are more than that to each other. Plus we kind of spent her last 2 weeks here blurring that friendship line….a lot. So, hense the radio silence and my current state of being a complete sad sack." Gail was trying her best to maintain her composure, not wanting to start to cry in front of him. That would be embarrassing she thought.

"Ah, I get it Gail. I knew there was something going on with you two long before you wanted to admit it. But maybe now that's its been a few weeks, it would be ok to just call and check in on her. Maybe if you got to talk about how she's doing over there and hearing about her awesome new job and seeing that she's doing something that makes her happy you would start to feel a little better? I don't really know the full story of what happened with you two before she left, but I do know that this has really affected you and I hate seeing you so….damn sad" Oliver said, with a look of complete sincerity and compassion on his face.

Gail had planned to eventually tell Oliver about the adoption, especially because she needed another reference and wanted to ask if he would do it for her. She figured now was a good a time as any seeing as she was caught in an uncharacteristic moment of sharing her feelings with a friend that she trusted.

"Well…do you remember that little girl Sophie I had told you about, the one I had been going to see?" She waited until he nodded his head to continue. "Well, she just completely melted my heart and I fell in love with that little girl. So, I thought about it long and hard and decided that I wanted to start the adoption process, to adopt Sophie." Gail paused as she studied the look on Oliver's face, expecting him to tell her it was a bad idea, that she shouldn't let cases like that get to her because it was part of her job and she couldn't adopt all the kids that broke her heart on the job. But instead, he took a breath and started to speak.

"Gail…I'm proud of you." Gail gave him a confused look before he continued. "I know how hard it is for you to open up, to let people in and here you are, completely opening your heart to this little girl who has no one left in her world. That takes a lot of courage, and I have no doubt you will provide one hell of a life for that little girl." That was it, Gail could no longer hold in the tears.

"Thanks Oliver, that really means a lot coming from you…I was hoping to ask you if you would maybe be a personal reference for me? The social worker asked me for a list of people she could contact to find out more about me, my life, my job and everything else and you came to mind as someone I trust."

Oliver reached over the desk and took Gail's hand and replied, "I'd be honored with the privilege Gail. Thank you for trusting me enough to ask. I think I also understand the predicament you found yourself in with Holly."

Gail nodded her head, "I thought Holly and I were done after I had royally screwed things up, so when she came barging back into my life I had already started the process and she had no idea. And then she tells me she got an incredible job offer in San Francisco and wanted me to come with her. It was like half of my world crashed down in that moment because I knew she would have to leave, and that I couldn't follow."

"Did she meet Sophie before she left?" Oliver inquired.

Gail nodded hear head as she remembered the day she had asked Holly to come with her to her weekly visitation with Sophie. There were only a few more days before Holly's flight left for San Fran. She was nervous about asking, unsure of how Holly would react. Holly made it clear she was supportive with Gail's decision to adopt, but she was worried it would put her in an awkward position. She tucked her apprehension aside because she wanted the two people she loved most to meet each other, to know who they were. When she finally worked up the courage to ask Holly as they were sitting out on a patio for lunch, Holly didn't hesitate before responding, "Of course, I'd love to meet this little girl who's stolen your heart." And placed a hand softly on Gail's and gave a comforting rub.

They met Gail's social worker a few hours later at a local library, and once Sophie caught sight of Gail she came running. "GAIL!" she exclaimed before charging up and giving her a big hug. "Hey sweetheart!" Gail responded, a wide smile stretching across her face. "Hey Soph, I have someone here I want you to meet." Gail gestured over to Holly and continued "This is Holly Stewart, the doctor I was telling you about." Holly offered her hand "Hi Sophie, it's very nice to meet you, Gail has told me so much about you."

Instead of taking Holly's outstretched hand, Sophie went in for a full-fledged hug. "Gail was right, you ARE really pretty" Sophie confessed as she released Holly from the hug. Holly smiled, "you are very pretty yourself Sophie."

"Gail, Holly, come on! I want to show you some of my favourite books! Over here!" Sophie called out while she made a dash for the children's book section. Holly couldn't help but give Gail a smirk as they made their way over "So you've been talking about me, eh officer?" Gail felt her cheeks go a few shades of red. "Well she was SUPPOSED to keep it a secret, pfff who's side is she on anyway" Gail replied, a look of slight embarrassment on her face. Holly let out a laugh and gave a wink in Gail's direction.

20 minutes had passed and it felt like hours. Gail sat and observed Holly and Sophie, Holly introducing Sophie to her favourite nerdy books she liked as a child, and Sophie completely immersing herself in every word out of Holly's mouth. Gail just watched the two of them carry on, filled with affection and awe for the moment she was witnessing. There they were, her two favourite girls getting along as though they'd known each other for years. Holly Caught Gail staring at some point and broke Gail's focus with a smile.

After the visitation was over they headed back to Holly's place, mostly silence filling the car during the drive. As they entered Holly's apartment she broke the silence. "She's such an awesome kid Gail, I can see how you fell in love with her. She's still filled with so much happiness despite the fact life hasn't been that kind to her. She's hilarious in her own way, almost suspiciously sarcastic at times as though a certain someone has been rubbing off on her" holly says, playfully poking at Gail's side as she mentioned the last part.

"I will not deny or confirm those accusations, Lunchbox." Gail retorts, now reaching over to tickle Holly's side. Holly flinches and tries to escape Gail's hands that are tickling her sides but Gail follows, eventually leading them to fall over onto the couch in a fit of laugher. Gail stops almost suddenly and stares into Holly's eyes. Holly looks back at her, asking if everything is ok. Gail pauses before answering "Yea…yea I'm fine it's just…." She trails off before finishing her thought.

"It's ok Gail, you can tell me, please" Holly pleads.

"Well…I need to give the Social Worker a list of people that she can contact as personal references as part of the adoption process, and I was kind of hoping I could ask you…you know the real me better than anyone." Gail said softly.

"I'd be honored to do that for you. Anything I can do to help you get Sophie, consider it done" Holy quickly replied.

Gail looked up at Holly and smiled while taking her hand into her own. "Thank you, it really means a lot to me. A...and I…." she trailed off again, unable to get out the other thing she had been wanting to ask.

"Gail, honey, what is it?" Holly now had a look of concern across her face.

"It's just seeing you two and how well you get along just pulled hard at my heart strings. It might not be fair for me to ask…but do you think that maybe, if things work out and Sophie gets to come home with me, that you would want to be in her life too? Like, maybe we could come to San Francisco and visit you sometime? I mean, if that's ok…you could be like the cool aunt who teaches her all about that nerdy science stuff she seems to share a liking to." Gail looked away almost immediately after saying it, afraid of what Holly would reply. She didn't have to wait more than a second to find out.

"Of course Gail, anyone that is that important to you, is also important to me. Besides, If she keeps up learning that Gail wit of yours she's going to be impossible to resist, just like her mentor" Holly gives Gail a little bump with shoulder with a smile on her face.

She isn't sure if it was just a natural reaction when she was near Holly, or if it was the events of the day, or the words that had just come out of Holly's mouth, but she found herself lunging over to Holly and straddling herself across her lap. She took Holly's face between her hands and stared at her intently before meeting their lips with a kiss. She could feel Holly's hands reach back under her shirt and run her hands up along the skin of her back. There was no hesitation in their motions, their body's dictating their actions. Before long Gail had taken Holly by the hand and led her to the bedroom, neither of them wanting to stop the moment by trying to remind the other they were supposed to be attempting to be just friends. Because if Gail knew anything, she knew Holly, with those eyes, that body, that smirk, that beautiful mind, was never just her friend.