"You're sure you only want salad?" Elliot asked when the waiter picked up their menus and walked back to place their orders. "You said you were hungry."

"Salad sounds good…really," Olivia smiled. "After last night, I think I'd better stick with something light and simple."

"Okay…but if you're still hungry, tell me," he looked at her sipping her water and smiled. "You said you wanted to talk…"

"Yeah," she put down her glass, taking a deep breath and trying to figure out how to start. She knew this conversation needed to happen, but she was afraid it wouldn't end well and she didn't know what she would do then. She'd be a single mother of two and the thought of that was overwhelming to her. She could do it though, if she had to…she'd be fine.

"What happened yesterday with the social worker?" he asked. "You said you messed up?"

"Apparently I was supposed to report my pregnancy to social services," she said softly. "I didn't know that…I swear. I vaguely remember something about family status, but when they gave me Noah I never imagined that anything would change…I've been on my own forever…"

"Why did you tell her you're pregnant in the first place?" he asked. "She couldn't have known."

"She had my employment records and they told her I've been missing a lot of work," she closed her eyes and rubbed her temples. "El, I could lose him if I don't get myself back on track. I can't lose my baby…"

"You won't," he promised. "Liv…they can't take him just because you're pregnant. That doesn't make you a bad mother."

"She asked about you, El," she looked sadly at him. "That's why she asked if you wanted to adopt him. Before she left, she said I can't just have you walking in and out of his life. She said we either commit…or I come to terms with being a single mom." She could feel the tears stinging her eyes and tried to hold them back.

The waiter brought over a tray, placing Olivia's salad in front of her and then giving Elliot his cheeseburger and fries. Elliot thanked him, watching as Olivia poured the creamy white dressing over her salad, sticking her finger in the container and scooping out the last of it and licking it off quickly. He'd never seen her do that before and it made him smile. "Do you want my pickles?" he offered, holding out the two dill spears to her.

"You're changing the subject," she said, but she grabbed the pickles and sat them on her plate.

"Liv, what do you want me to say?" he asked. "Do you want to get married…do you want me to adopt Noah with you? I'll do that if it's what you want…"

"I want you to tell me what you want," she said quickly. "Elliot…I can do this on my own. I can have this baby…I can raise my son and this little girl all by myself…but what I can't do is have you coming in and out of our lives whenever it's convenient for you. I can't let my son get attached to you…and then have you just walk out on us…"

"You know I wouldn't do that," he insisted.

"You did it to me before," she brushed away the tear that was sliding down her cheek. "You left me…for three damn years…"

"Liv…we talked about this," he said seriously. "I thought you understood. I said I was sorry…"

"I know you're sorry…and if it was just me, I could move on with that…but I have two kids to think about now, Elliot," she sighed. "I don't want them to get hurt."

"I love Noah…and I wouldn't let him get hurt. And you know I would never hurt my daughter, Olivia," his voice was angrier than he intended. "You know I love her…you know that!"

"I didn't say you don't love her," she whispered, hoping he would calm down and lower his voice as well. "But El…you said you didn't want a baby right now. You told me that…and you meant it. I know you meant it, but when I told you about her…about her having Down syndrome…that all changed and I just don't understand how or why. I'm afraid you're back to trying to do the right thing…and it will eventually be too much for you…and you'll bolt. I can't face that again."

He ran his fingers through his short hair and took a drink of his soda, wishing it was something much stronger. "When you told me she had Down syndrome…you were heartbroken, Liv. You were bawling and you cried for the next three days. She needed at least one of her parents in her corner…and that left me…"

Her eyes widened and he knew she was shocked by his bluntness. "Are you serious?" she asked. "I was crying because my heart breaks for her, not me…I want her to be happy and healthy and I can't fix this…nothing will fix this for her. I'm her mother…and I can't make this okay. But I love her, Elliot. You know I love her." She cried. "How dare you sit there and say I'm not in her corner…you son of a bitch…" She stood up and started toward the door, but he ran after her, grabbing her arm.

"Liv…stop," he looked around at the other customers who were staring at them. "I'm sorry…come sit back down…please…" She grabbed her arm away from him, but walked back to the table. He watched her stab her salad with her fork, and couldn't help but wonder if she was imagining stabbing it into him. "I know you love her," he said honestly. "I didn't mean you didn't love her. I just meant that I could tell how scared you were…how scared you are…and we can't both feel that way, Liv. One of us has to be stronger…she needs that."

"I'm going to be strong for her," she promised. "She's never gonna know how scared I am…"

"I know how strong you are," he said gently. "But you don't have to be…not all the time. Liv, I want to be here for you…I really do…"

"You said you didn't want this baby, Elliot," she said sadly. "Now you say you do…because you want to be here for me. I don't see how anything has really changed. You don't know what you want…and I can't keep doing this…it isn't fair…"

"I want this, Liv," he insisted. "I want you…"

"Elliot…you can't have just me," she sighed. "I come with a hell of a lot of baggage now. I have Noah…I'm having this baby…"

"I love you. I love Noah. I love this baby," he promised. "That's the God's honest truth, Liv and it should be enough."

"If I wasn't pregnant," she began. "If I didn't have Noah…if it was just me and you…what do you think our relationship would be like right now?" she asked. "Honestly…"

"I don't know," he admitted. "I'd still want to be with you…"

She nodded, "You'd want casual sex and dinner dates…when you felt like it. You wouldn't want to settle down and have a family."

"I've already done that, Liv," he said. "And I failed at it."

You wouldn't choose to do this with me," she cried. "You wouldn't choose diapers and bath-time and lullabies. You wouldn't want to hold my hair back while I puke, or go out to get me tacos at night, or wake up early with the baby so I can get some extra sleep. You'd never choose that life…"

"Sometimes life chooses you," he said seriously.

She shook her head, "Elliot…I don't want you to wake up one day and realize this isn't what you want. I don't want you to hate me for pushing you into it. I don't want you to regret the kids."

"I could never regret this," he insisted.

"You regretted Kathy," she said. "And right now, I feel like I'm just like her…"

He didn't know how to respond to that. He looked at her, nervously biting her bottom lip and he knew she wanted him to say something…react in some way to what she'd said, but he didn't know how. "What do you want, Liv?" he asked. "Tell me that…you keep asking what I want, but you haven't said what you want."

"I want you to love me…to want to marry me…to be Noah's father and to make our daughter Daddy's little girl…" she sobbed and tried to catch her breath, overwhelmed by her outburst of honesty. "But I want you to want that…to feel like you can't live without that…but you didn't choose this life, so that's never going to happen."

"Liv…I do love you, more than I could ever imagine loving anyone. And I know I'm not Noah's father…but I'd like to be. And our daughter is already Daddy's little girl," he had tears burning his eyes. "I didn't choose this…I didn't want it…you're right about that. But I've never felt like this before…I told Maureen that I feel like this baby has changed me…made me a better person and she's not even here yet. And that's the truth, Liv. I'd never have chosen this…but now, I wouldn't trade it for the world."

She looked at him, unsure if she was hearing him clearly. Afraid that she was letting all her hopes and dreams hang on his words and they would come crashing down at any moment. "El…" she cried.

"I want this, Liv," he promised. "I do…"

"Really?" she whispered.

He nodded, "Really…and not because the social worker said we have to figure things out…but because I can't imagine going on without you, or Noah, or this new baby. I love going out at night when you're craving ridiculous things, and playing with Noah in the morning so you can sleep in, and I can sing a mean lullaby when I have to," he smiled and she laughed a little.

"You don't like holding my hair while I puke?" she teased.

"I'll admit that's not my favorite part of our relationship," he smiled. "But I'll do it…because that's what you do for the person you love. And I love you…so much…"

"I love you too," she leaned across the table, kissing him softly on the lips.

"We can do this," he smiled as he pulled away from the kiss. "We can make this work. I have no doubt about that."

"I think so too," she agreed.

"I want to tell my kids," he said. "At Christmas…it's only a few weeks. I owe them that, Liv…before we go any further with this…"

"I understand," she nodded. "They deserve to know."

"Maybe you and Noah would like to spend Christmas in Queens," he suggested.

"Maybe…" she smiled.

"You need to eat," he pointed at her salad that she'd only half-way finished. Then he took a bite of his cheeseburger, noticing how she had her eyes focused on his plate. "What?" he asked.

"Can I eat your french fries?" she asked with a slight chuckle.

"Of course you can eat my french fries," he laughed, and he watched with a smile as she grabbed one after the other off his plate, dipping them in her salad dressing and eating them until they were gone. He'd never felt that kind of love in his life…and at that moment, he felt like the luckiest man in the world.