A soft creek of the door, bare feet on the wooden floor, bed shifting, an unfamiliar body next to his. She places her head on his chest, but it feels heavy, like a burden. He can't breathe. He stirs lightly and opens his eyes slowly, involuntarily. He doesn't want to face her, but more than that he doesn't want to face himself.

He clears his throat and she just murmurs, "good morning handsome," into his chest, without actually lifting her head.

"Morning Mellie." He says, somewhat dryly; unmoved by her affection. He needs to get up, he needs to get her out of bed and on her way before Liv wakes up and sees her, and even more importantly before Lynn sees her and decides to grill him on the intricacies of their relationship. "We should get up." He says somewhat casually, as he tries to prop himself on his elbows, but she still seems determined not to move her head. Karma, he thinks to himself. "Um, Mellie. I really need to shower and you should go, you know, before Lynn wakes up. She's very fragile right now and you know, strangers just freak her out." Lies. All lies. But whatever helps him to get her out.

She looks up and for a moment she seems hurt, shadows flash in the icy blue eyes, but it's an instant, the sorrow quickly gone, replaced by the perfect poker face; unreadable and unnerving. "Of course." It's a flat tone, emotionless, and she smiles as she sits up, a perfectly measured smile, the practiced kind. She picks her clothes up from the floor, and heads to the bathroom, but then pauses at the door. "There's coffee in the pot," she smiles at his panicked expression, but this time, this time it seems almost happy, "at least that's what Liv said."

"Wait, you saw Liv?" And she just nods and grins.

"She seems lovely, Fitz."

There is something venomous in her voice, a tone he hasn't heard before. It instantly gets him on the defensive, and before he can stop himself he's saying, "She is. She is amazing."

She goes to the bathroom without another word and he heads to the kitchen. He needs coffee. His head is pounding and he doesn't know if it's the scotch, or his conscience, or maybe both. He can't believe he slept with her, he can't believe he brought her here; he can't believe she spoke to Liv. She must have decided to leave early, to avoid him and instead she got the queen of passive-aggressive in all her unclad glory. Gnawing guilt spreads though his body like venomous paralysis. He can't breathe. His throat dry, the coffee tastes like ash; his mind blank. A single thought overtaking his mind – he fucked up. A small voice breaks him out.

"Fitz… I had another bad dream." She's standing there in her spaceship PJs, teddy bear in hand, her small fist rubbing her eye sleepily. He puts his coffee down on the counter, instantly forgetting all about Mellie, suppressing the guilt in a corner of his mind reserved for self-resentment and pity and he scoops her up in his arms, running his fingers though her long ginger hair. He walks over to the window, the city lights stretching as far as he can see; the pink sky putting out the faint stars.

"Tell me about it." It's become a routine. He's the only one who can calm her down after her nightmares. Liv, Liv can do everything else, but this, this one thing – that's just on him.

"I was in the car with mommy and daddy and mommy was singing. And we were all laughing. And she let me sing too. She told me the words and she let me sing. And daddy was drumming his fingers on the steering wheel. And mommy and I were dancing. And then there was a crash and it all went white." And it breaks his heart, because this, this is the part where she begins to cry, the part that makes her cry every single time, and there's nothing, nothing he can do – and he has tried, to prevent it; to stop it; he just has to let her be. "And, and I kept calling and there was no one." And she can barely breathe, her whole body is shaking. "I was all alone. And it was all white and there was no one." She's gripping onto him tighter, clutching to his t-shirt, holding on for dear life. "I couldn't find my way home. And I was all alone."

"It was just a bad dream, C." He whispers as he runs his hand through her hair and down her back. "Just a bad dream. You're not alone. You have me and you have Liv, and uncle Cy, and your grandparents, and Mrs. Bear. And none of us are going anywhere." Instead of responding, she just nuzzles her head further into his neck, as if the proximity will somehow guarantee security. "And you know, Liv and I love you so much. And you'll always have us. Always. Forever and ever and ever and ever and…"

"OK." She says with a small chuckle, lifting her head. But then her expression changes, the smile quickly fading, "You promise?" And the insecurity, the plea in her voice breaks his heart, it makes him feel powerless and useless – he can't take her fear away, can't take away her pain; all he can do is hold her and watch her struggle.

"I promise." To her, in that moment, it's enough. But to him, it seems insignificant, it feels like failing, like letting her down, letting them down. "Want to pick a building and I'll tell you a story about it?" And she smiles, turning around in his arms to look out the window. She takes in the skyline, her eyes darting left and right, until she finally points to the Chrysler. "Again?" And she just nods her head, as she puts her thumb in her mouth and puts her teddy bear on his shoulder, under her head. "OK, then. Well it's the queen of all buildings in New York City, and you know why, C?"

"Because it has a crown?" She says without lifting her head; the sound muffled by her thumb. It makes him smile. A moment in which she is still, merely, a child.

Before he can continue, a voice he's forgotten about calls out from the bathroom, "I used your robe, I hope you don't…" And she trails off as she takes in the scene – him holding a tiny creature, all red hair and puffy eyes, in his arms; he, whispering to her softly. When she speaks again, her voice sounds different, soft even. "Hey, you must be Lynn." And the little girl nods her head, her eyes darting between the two adults. Momentarily she's forgotten all about the story, all about her dream; the awkwardness in the room, and his rapid heartbeat clearly more interesting.

"And who are you?" She asks, as she takes her appearance in, tilting her head as her eyes examine every inch of her body.

Mellie shifts her weight, and looks at the floor, clearly uncomfortable, "I'm Fitz' friend, Mellie." She finally says, with a small smile.

"What are you doing here?" The girl shoots back, curiosity making her forget all about her manners.

Both adults turn scarlet, their minds racing. "Well," Fitz starts off, gingerly, "we had a sleepover, C."

"Oh-My-God! REALLY?" She's looking at him, grinning, and he can see the wheels in her head turning; he knows there's an avalanche of questions coming. "Did you have pizza and candy and cupcakes?" And she looks at Mellie expectantly, but she looks as terrified as he feels, and just smiles helplessly.

"No, we didn't, C. We had some adult drinks."

"So no hot chocolate?" She sounds disappointed, but there's hope in her eyes as she looks at him quizzically.

"No, no hot chocolate." He retorts, trying desperately not to laugh when her face falls.

"Well, did you play any games? Like Candy hunt… or Twister! I love twister, we always play that when I go to sleepovers."

Mellie's face is bright scarlet, and he can't help but grin at how uncomfortable she seems. "No, no games, C."

"But that sounds really boring. I mean what were you doing?"

"How about some pancakes?" He holds his breath, praying to the various gods that might be in the universe to give him a break.

"Did Liv join you for the sleepover?"

"No! No, she didn't!" His voice comes out high-pitched and panicky and it just makes her dig deeper.

"So is that why she was upset last night?"

And his heart sinks instantly; the gnawing guilt rearing its ugly head again. The conversation is no longer amusing or entertaining, now he just wants to end it, change topics; talk about anything else, anything other than all the ways in which he screwed up since last night. "How about chocolate chip pancakes? We could do that?" He tries desperately.

She senses the plea in his voice, the instant shift from playfulness to the quiet hurt, the hurt that simmers under the surface, the hurt so esoteric to her, because it's the hurt that comes with adulthood. "Can I have coffee too?" She asks, cupping his cheek gently; the Grant blue eyes looking at him. Sometimes she reminds him so much of Teddy. The way she furrows her brows when she's concentrating; the way she purses her lips when she's pouting; how she runs, almost skipping; how she sleeps, on her back, sprawled out on the bed. But more than anything else, it's the eyes – bright blue, almost grey on a cloudy day; the eyes that hold the hurt of old age, yet somehow, also the youthful innocence; the eyes that challenge and dare; eyes that see into his heart, past the scars; eyes that bare his soul down. And the way she's looking at him now; tender and concerned; it's the same look, the same one Teddy gave him that evening, the evening when he asked him about Liv, the evening he got the number and memorized it; the evening he wrote that text he never sent. He blinks a couple of times, trying to get the image out of his head; trying to forget; trying to suppress the feeling that he constantly lives with – that it should have been him; that would have been fair; that would have made sense. Teddy should be holding her now, he should be making her breakfast; he should be telling her stories; he should be watching her grow up. He was the better guy, the better son; the better one. He blinks and he shakes his head, but the feeling, it lingers – it never goes away.

The only time he stopped wishing it was him in the car was that nigh; the night they kissed; the night he kissed her like his life depended on it. She never knew, it did.

"Yeah, you can have coffee." He says smiling weakly, as he heads to the kitchen. He looks at Mellie as he passes her, and he finally understands – why he called her yesterday. She's the only person he knows who's better at hiding her feelings than him; the only one whose mask covers her scars more impeccably; she's the only one who can veil the toxic self-loathing as seamlessly as him – the only one who understands the full depth of it. And in that moment he feels sorry, sorry for her, for the way he treated her. "You want to join us Mel?"

She seems surprised, taken aback; but she covers it up, quickly, a master of her trade, "I should get going." And she smiles at him – for the first time it seems genuine, warm even. And he can't help, but smile back.

"OK."

He makes pancakes and Lynn helps him out: she eats. She stays quiet for a while, her mind busy, trying to understand things, to understand the little signs, the shadows in his eyes. "Did you not have fun?" He looks at her over his papers, confused. "Last night. At your sleepover. Did you not have a good time?"

"Not really, no." He says, pretending to look back at the papers, anything to stop the conversation from continuing.

"Well, I hope I'll have a better time tonight with Amber." And it does the trick, he's lowering his papers on the table, staring at her – flabbergasted. "Liv said she could come over for a sleepover." She explains, smiling mischievously.

A couple of things: I'm team Olitz, all the way. Now I know some of you are screaming BUT YOU JUST MADE HIM SMILE AT MELLIE - but I want to try this thing, this thing where Fitz and Mellie are friends. I have a theory that they'd make great friends and that she could help him heal in some ways that Liv can't. And that's OK. Because Liv is his soulmate and he'll figure that out eventually, but he might need some help getting there. Actually, if this chapter is any indication, he'll need a whole lot of help. Because boy, he has some demons. I just wanted to explore a messed up Fitz in one of my fics, because all the other ones focus more on Liv's dark side.

But now, the next chapter... It was meant to be one chapter with this, but I wanted to keep my word and update today, so the sleepover and Olitz having "the talk" will be updated in the next couple of days. And let's just say, it will be a little bit less angst and a little bit more fun... and well - meeting Amber in all her glory for the first time (and *drumroll* the girlfriend).

Anyways, I know that some of you probably didn't like this, and that's OK. Let me know what you thought anyway. Your reviews really inspire me... And see - they do the trick, I'm updating more regularly :))