She stared up at the ceiling, her mind tossing and turning just as she had all night long. It had been around six when Jack had climbed from the bed, careful not to disturb her. She'd been perfectly still, keeping her eyes closed, her breathing steady-even as she felt his presence looming over her.

His hand brushed her face gently as she felt his lips touch her forehead. Only once she heard his footsteps moving down the hallway did she open her eyes and allow the tears to escape.

He turned the phone over in his hand again-the dark screen stared at him. He should be there. He needed to be there. This was his child. His-not Jack's.

Billy paced the floor furiously, his mind thinking of the look on her face when he left last night. She didn't want him to go. It was obvious, but neither of them knew how to fix this now. The thought of not telling Jack, of allowing him to believe this child was his, was unimaginable. He didn't want to hurt his brother, and he'd already done a bang up job by lying to him about his wife. He certainly couldn't lie to him about a child.

His night had been spent playing out scenarios, acting out vignettes in his mind, trying to determine which method caused the least damage...inflicted less pain. He thought of going to Jack himself and telling him. At least that way he could spare her the brunt of the anger, but would she be furious with him for overstepping?

Billy poured a bit of scotch into the glass and swirled in around in his mouth. "Liquid courage," he muttered.

"Red?" Jack called out her name softly as he stepped into the room. "You awake?"

Phyllis stood, stepping back from the mirror and turning towards him. "Yeah, good morning."

"I didn't realize you were up," he said with a smile, "and dressed. I was just coming up to see what you'd like me to have Mrs. Martinez prepare for breakfast, but since you're way ahead of me, maybe we can go grab a bite at the club?"

He walked over to her, wrapping his arms around her waist and gently pulling her closer to him, "since we have something special to celebrate".

Her breath caught. "I uh...I'm sorry sweetie. Would it be okay if we didn't. I'm just not up for a big breakfast right now."

Jack leaned back, bringing his hand to her face, his eyes and voice full of concern. "Of course, it's fine. Is everything ok?"

"It's fine...it's just..it comes with the territory, you know..." She forced a smile, placing her hand on her stomach. "I'm just feeling a bit unsettled that's all."

He nodded, his arm still back as he led her over to the bed to sit. "What can I do?"

She swallowed hard, the sincerity and genuine concern in his eyes made her feel depths of guilt she hadn't thought possible. She took a shaky breath. "When I was pregnant with Summer, I used to drink ginger tea and it helped...a lot. Do you think maybe you could see if Mrs. Martinez could get some the next time she's out?"

"I'll do one better." He leaned down, placing a quick kiss on her forehead, "I'll run out and get some right now and get you a cup going. That way you'll be feeling better for the doctor later"

"Jack-you really don't have to do that. I don't want you to go through all that trouble."

"It's no trouble," he said softly, grabbing her hand and kissing it before heading for the door. He stopped, turning back and looking at her, "especially considering what you're doing for me."

The complaint had been exaggerated until that moment but as she sat there the guilt seemed to well up inside her. Minutes later she stood, splashing water on her face, her legs still trembling, her hands clutching the cool porcelain of the sink. She wrapped the cool rag around her neck as she pressed the buttons on the phone.

Relief flooded her body as she heard his voice.

"Phyllis?" His tone held a mix of surprise, pleasure, and a touch of concern. He hadn't expected to hear from her until after the doctor's appointment. That had been the agreement-the plan. If she was calling him now, something had changed or had something gone wrong...

"You ok?" He said, these words a little more tense.

"No," she said honestly and then, hearing his sharp intake of breath, quickly added, "I mean, yes...physically, yes. The baby's fine."

She heard him sigh and the relief in his voice was palpable as he breathed, "Thank God." He paused a minute, a quick laugh escaping, "God...Don't do that to me. You scared the hell out of me. I worry you know."

Though their relationship was still new, he felt so familiar to her. Even over the phone she could picture him, his hair tussled slightly, clad in a white t shirt and dark jeans, a nearly empty glass of scotch on the table in front of him. She could picture his face as he spoke, how his hands would run through his hair, how his hands rested on his hips-when they weren't on her.

"Sorry..I didn't mean to scare you."

He smiled. He couldn't pretend to be upset to hear from her. The sound of her voice instantly improved his mood. "Don't be. What's wrong? I thought we were supposed to talk after your appointment."

"I can't do it Billy"

He closed his eyes. He couldn't go through this again. Losing her after being so close had been devastating before, but now-he was losing both of them.

"Phyllis...you're the one that said it would be cruel to let Jack..."

"No," she interrupted, "I can't go to the appointment. I can't do that to him. You should see him, Billy...the way he's treating me, the way he looks at me.."

He could hear the breaks in her voice and he knew the tears were close.

"I feel so guilty. I can't lie anymore. I'm telling him..."

"Phyllis," Billy stood, already grabbing his keys. "I'm on my way, ok? Please don't do anything until I get there. I don't want you doing this alone."

There was silence.

"Phyllis!" His voice more insistent now. "Please...promise me."

He heard her take in a shaky breath. "I promise," she said softly.