Your response to the first chapter was amazing, thanks guys! I'm glad you're enjoying it so far. This chapter is a little longer than the first one and I hope to keep the updates about this length. I'm still in school, but I'll be on break starting next Thursday, so I'll have nothing to do but write!

Anyway, I hope you like it and let me know what you think :)

Before Fitz had even fully dismissed the class, Olivia was practically running out the door. She had endured his eyes boring into her for most of the class, and she could feel herself getting flushed and flustered but she stubbornly refused to meet his gaze. The one time she had, she felt like his eyes were staring straight into her soul and she had looked back at her desk resolutely for the rest of the class. She could not believe this was happening to her. This could not happen.

Olivia wasn't stupid enough to think that their initial attraction to each other was just going to go away now that Fitz was her professor, but it did mean they had to ignore it. Specifically she had to ignore it, because it didn't seem like Fitz gave a damn and she was not about to ruin everything she had worked so hard for just because she had a hot professor. No, she would stay away from Fitz. She would ignore the connection between them. And, hopefully, she would transfer out of his class.

She didn't even knock before she busted into Cyrus's office, half-closing the door behind her.

"I need out of the Con Law class." She said without pretense, dropping her bag on the couch that sat across from his desk.

"Hi, hello, how are you?" Olivia huffed impatiently and rolled her eyes.

"Hi, hello, how are you? I want to drop the Con Law class." She repeated and crossed her arms. She could convince Cyrus to do almost anything for her, but no matter how much she had begged him about this dumb intro class, he had insisted. She still wasn't sure why, she could easily take every exam for the class in her sleep. And now she was even more determined to get out of it.

"We've been over this, Liv. You have to take the class." Cyrus paused for a second, glancing at the clock. "Did you leave class early?" She waved her hand dismissively; she was definitely not going to tell Cyrus about her marathon from the classroom to his office.

"It ended early."

"Look, I know you think it's beneath you, but it's a requirement for every pre-law major, and I can't just wipe it away because I'm your-" He stopped, searching for the right word.

"Friend? Mentor? Roommate?" Liv supplied and then grinned widely at Cyrus. "Favorite person in the world?"

"Nice try," he replied, shaking his head. "But you're stuck, kid." She groaned at his inflexibility. If she stayed in the class, if she continued to be around Fitz on a daily basis, if he continued to look at her the way he had been today, she wasn't sure how long she could resist the weird connection that seemed to exist between them.

"Cyrus, please." He rubbed his eyes tiredly and Liv thought for a second he might actually give in.

"Look, Fitz is coming over to the house for dinner tonight, maybe you can talk to him about alternative instruction- at least you wouldn't have to attend every class." In that moment, Olivia thought her heart might actually beat out of her chest. Fitz? At her house?

"You know Fitz?" Cyrus rolled his eyes.

"Of course I do, I hired him." He opened up a desk drawer and began to rifle through it. Liv was going to ask what he was doing, when he slapped a photograph down on the desk, sliding it in her direction.

The picture was of a much younger Cyrus and a young teenage boy, both smiling proudly. It took her less than a second to realize the boy was Fitz, he looked remarkably similar to how he did now, complete with the mop of curly brown hair.

"Besides before I had a surrogate child in the form of Olivia Pope, I had Fitzgerald Grant." And just like that, everything clicked in her mind. She had been so distracted by his unexpected presence as her professor; she hadn't even registered his full name.

"He's Big Jerry's son." She stated in a tone laced with contempt.

"Unfortunately. Nothing like him though, thank god."

"I should hope not."

She had had an unfortunate interaction with Big Jerry a few years ago. Fresh out of high school, when she was still flip-flopping between Harvard and Gorgetown, she had gone to visit Cyrus to get another feel for the Georgetown campus. While she was there, Big Jerry had shown up unexpectedly, begging for Cyrus's help with someone's campaign (thinking back, she's almost sure it was Fitz's). Cyrus, using it as an opportunity to teach her something, allowed her to sit in on the conversation, but when she had tried to make a suggestion, Big Jerry had torn into her- said she was too young, too naïve, and just a girl. She did not take that well and, before Cyrus could jump to her defense, she had called Big Jerry a variety of colorful names, warned him that he would lose the campaign without her suggestions, and then stormed out of the house. She only returned once Cyrus assured her that he was gone.

"Anyway, since you're both surrogate Beene's, I'm sure you can work something out so the class isn't positively awful for you." Cyrus mocked her, and she glared back.

"You can't override?"

"No can do, talk to Fitz." She huffed and stood up, slinging her backpack over her shoulder. She didn't want to talk to Fitz. But she couldn't exactly get Cyrus to write her out of the class by admitting she was attracted to Fitz, that would be a whole different mess.

"Thanks for nothing, old man."

"I'll see you for dinner, 7 o'clock sharp." His voice held a warning in it and she knew this wasn't an optional dinner.

"I'll bring the wine." She joked, as if her and Cyrus could ever live in a house that wasn't fully stocked with wine. But she would definitely need wine for this dinner.

Twenty minutes after Fitz had dismissed the class, he finally managed to get rid of the last of the students. A lot of them were overeager students, who wanted to go over each and every item on the syllabus with him, and a few of them were female students, who most definitely wanted to flirt. Unfortunately for them, Fitz had no interest. No, his mind was still focused on Olivia, who had bolted out of the room as fast as humanly possible.

He wasn't sure what to do. Part of him wanted to track her down; he wanted to talk to her and get to know her. But the logical part of him knew he needed to run far, far away. She was his student, which was not only was it probably against every rule in the book, but it also meant she was significantly younger than him.

The big issue though, was that he felt something with Olivia- some sort of connection that he couldn't explain, there was something about her. It intrigued him to no end, and he knew that he couldn't just let Olivia go. Perhaps they could be friends? He doubted it, considering he could feel himself getting hot just thinking about Olivia- he was only human, how else could he react to her tight jeans and sky high heels?

But he knew unless he wanted to risk his career and Olivia's reputation that he would have to behave around her. He could handle that, he was a grown man, and besides Olivia hadn't really expressed anything but mild disinterest in him, so he was probably getting ahead of himself.

As he finished packing up his things, he glanced at the clock. Noticing the time, he realized he had a good hour before his next class and figured he'd go talk to Cyrus, maybe get more information on the lay of the land.

He was rounding the corner when a small, soft body collided with his. He instinctively placed a hand on the woman's waist to steady her and began to apologize. He immediately quieted when he realized whom he had run into- Olivia.

"Hi." He laughed breathlessly. He was surprised when she smiled back.

"Hi." They stared at each other for a moment and it was almost involuntary when his eyes began to slide down her body. He didn't even try to be discreet and it only took a couple seconds before Olivia cleared her throat. His eyes snapped back to her face, embarrassed, and he could see the faint blush on her cheeks.

"I told you I'd see you again." He joked, trying to lighten the heavy sexual tension that had descended over them.

"You were right." She nodded and looked him up and down. He shifted self-consciously at her perusal; but after being caught red handed checking her out a minute ago, he kept his mouth shut. When Olivia finally made eye contact again, she was biting her bottom lip and he held back a groan. He took a half step toward her and watched her eyes widen at how close they were to each other.

"Professor Grant," she warned and Fitz sighed heavily, taking a step back.

"At least call me Fitz."

"We can't do this."

"We're not doing anything, other than being friendly." He insisted and she raised an eyebrow doubtfully.

"You're my professor."

"So? We can still be friends. I've been told I'm a great one." He grinned, but Olivia remained unconvinced. He wracked his brain for a way to convince her. He wasn't sure what it was about Olivia, but something inside him was screaming that he couldn't let her get away. So if he had to promise friendship in order to keep her around in some capacity…he'd definitely do it. "I promise I'll behave." He stuck his hand out, offering it to her sincerely. He searched her deep brown eyes for a sign of what she was thinking and he could pinpoint the exact moment he won her over. Her posture relaxed and the corners of her lips twitched up in a small smile.

"If you promise…" Olivia teased as she placed her small hand in his. He was suddenly hyperaware of every single point where her hand was touching his and he grinned at her sharp intake of breath when he ran his thumb lightly across her knuckles. She didn't drop his hand though- instead she stepped closer.

"Now who isn't behaving?" He murmured in a low voice and watched as her pupils dilated. Fitz licked his lips and opened his mouth to say something, but he was interrupted when Cyrus chose that moment to exit his office. Fitz and Olivia both quickly stepped away from each other and lowered their gazes awkwardly.

"Fitz! Liv! Nice to see you two getting along," Cyrus and Olivia exchanged a long meaningful look that he didn't understand, but before he could question it, Olivia spoke up.

"I have to go, I'm going to be late for class." She said, squinting at her watch. "I'll see you guys tonight." Olivia wheeled around the corner without a second glance and he stood there, confused.

"Tonight?"

"Yeah, Liv is the student who lives with me. My protégée, if you will." Cyrus explained as Fitz felt his blood run cold. Not only was she his student, but she was close to Cyrus? He decided now, more than ever, he had to try and remain just friends with Olivia. For everyone's sake, so he pushed thoughts of her from his mind and tuned back into what Cyrus was saying. "…been a family friend for awhile and she was going through a rough time last year, needed a place to stay."

Fitz didn't ask him for more details, despite how badly he wanted to. Instead he nodded politely and followed Cyrus as he led him away from his office and down another hallway.

"Okay Fitz, time to meet some of your coworkers." He clapped his hands together and shoved Fitz into a room filled with fellow professors, before he could protest Cyrus was gone.

Fitz stood there, bewildered. He glanced around the room, trying to decide what to do. After a few moments, he opted to leave and headed for the door when a light tap on his shoulder stopped him. He turned and was greeted by a tall woman with dark brown hair and fair skin. She reminded him of Mellie and he tried not to shudder at the memory of her.

"You're the newbie, right?" The woman asked, he laughed politely and nodded.

"I am, Fitzgerald Grant." He introduced himself.

"Cecilia Moss," she stuck her hand out for him to shake. He pulled away almost immediately. "It's nice to meet you." Cecilia batted her eyelashes at him, he nodded cordially, but didn't respond.

"I actually have to get going."

"Oh, okay." He could hear the disappointment in her voice, but Fitz didn't have the patience to entertain this woman right now. "Well, good luck with the rest of your first week, if you need anything..." She offered and he nodded. He quickly exited the room, then the building, heading out to his car.

His stride was brisk, until he spotted Olivia on the other side of the quad. His steps slowed and his gaze focused solely on her. She looked up, as if she could sense him, and their eyes locked. He grinned at her, cheering on the inside when she blushed. She giggled as her friend, a tall redhead, nudged her in the side and whispered something in her ear. Fitz knew at that moment that Olivia's laugh was going to become one of his favorite sounds.

He turned his attention away from Olivia and left. He was going to need to give himself one long pep talk if he was going to make it through dinner tonight without saying or doing anything inappropriate.

"So, that's the hot professor?" Abby questioned, pestering Liv insistently. Olivia knew this was exactly how Abby would be once she told her about her weird thing with Fitz, but she needed to talk to someone about it.

"Abby, sh!" She scolded and looked around to make sure no one had heard them.

"C'mon Liv, you can't tell me that you have weird sexual tension-y moments with your professor and then not go into detail!"

"I just don't want anyone to hear us."

"No one is listening," Abby said, stopping Liv and pulling her down on a bench.

"It's really nothing. He came into the shop the other night and he was flirting with me, but that was it. And then today I found out he's my professor and really good friends with Cyrus, but he was still looking at me like…"

"Like?"

"Like he wanted to fuck me." Abby whooped loudly and grinned at Olivia, she felt her cheeks flame at her own blunt admission.

"Yes, this is exactly the kind of excitement you need in your life, Liv."

"I don't know…"

"Okay, how do you feel about him? Would you fuck him?" She instantly shook her head.

"I'm not answering that question."

"Ha! I knew you did."

What? I didn't-" Olivia tried to deny, but Abby interrupted her.

"You didn't say 'no', you said you didn't want to answer. That means you do and you don't want to admit it. Good girl Olivia Pope has a crush on her professor." Abby said loudly, drawing the attention of several passers-by.

"I do not!"

"It's fine if you do, he's hot. If you don't snatch him up, I might." Olivia rolled her eyes. "Seriously Liv, you deserve to have some fun and if you actually like this guy…do something about it."

"Abby, he's older and my professor. Strictly off limits."

"Please, that guy can't be that old and you're 21. Also, dating a professor is only off limits if you get caught." She winked, but Olivia continued to shake her head.

"Well, thanks for the advice Abs, but I think I'm going to stick to my original plan." Abby sighed heavily, and put her hands on Liv's shoulders, forcing her to look her directly in the eye.

"Okay, you're making me get serious, which I didn't want to do, but, Liv, you hardly ever have feelings for anyone, right, much less this quickly?" She nodded with no choice but to agree with Abby's assessment. "So the fact that you have feelings for Hot Professor-" Olivia opened her mouth, but Abby waved her off. "Don't deny it! You like him."

Olivia couldn't refute anything Abby was saying, which was the whole reason Liv was hesitant to bring it up. Having been friends since boarding school, Abby was one of the few people who knew Liv exceptionally well and it was easy for Abby to pick out when she was lying. So when she decided to tell Abby about her weird thing with Fitz, Professor Grant, her mind corrected in an effort to curb her inappropriate thoughts, Olivia knew she would have to tell Abby the truth about how she felt.

"You're saying I should ignore that he's my professor just because I like him?" She asked dubiously.

"Well you don't have to have sex with him tonight, I'm saying don't mark him off limits."

"But he is off limits, super off limits."

"Get to know him as a friend, try to ignore the fact that he's your professor. Be less uptight, Liv." Abby recommended, gathering her things and standing up. "Let me know how dinner goes tonight." She called over her shoulder as she took off

Hours later, Olivia was at dinner with Fitz and Cyrus, thankful that it was going well. The conversation was flowing nicely and other than a few particularly heated glances, both of them had managed to behave themselves. Olivia stood to clean the plates and Fitz, being a gentleman, offered to help. He held his arms out for the plates as she gave him very detailed instructions on what to do. Rather than seeming annoyed, Fitz watched her with an amused smirk that had her insides warming.

With her directions given out, he disappeared into the kitchen and left her with Cyrus. Cyrus stood and polished off his wine glass, pulling his phone out of his pocket, which had been periodically chiming through dinner.

"I have to take a call real quick, I'll be back."

"James?" Olivia smirked knowingly while Cyrus tried to hide his surprise. "Have fun." She called out to his retreating back; then she turned and went into the kitchen. The sight of Fitz bent over the dishwasher was enough to stop her in her tracks. She hadn't noticed how tight his jeans were. Before she had a chance to fully absorb the image, he was standing and wiping his hands off on his pants.

"Okay," he sighed. "I think I managed to follow your instructions to the letter."

"Are you mocking my thoroughness?" She joked and walked further into the kitchen, placing the leftovers down on the counter.

"Ah, quite the opposite. I'm impressed by your thoroughness, truly." He smirked and leaned against the counter on his forearms. Olivia giggled.

"Good, because I don't tolerate being mocked."

"I'd expect nothing less from Olivia Pope." She raised an eyebrow, intrigued.

"You say that like I have a reputation." He chuckled.

"I know that you know you're the 'formidable Olivia Pope.'"

"Well, I know about you too." She defended, really not wanting to talk about herself.

"You do?"

"You're Big Jerry's son." Liv watched his face turn up in a grimace.

"You knew him?"

"We had one unfortunate encounter." Fitz snorted derisively.

"Be thankful it was only one." He looked so much like a sad little boy in that moment; Olivia wanted to wrap him up in her arms and hug him, then tell him about her equally terrible father. She suppressed both urges, since neither was very typical for her and instead, she laced their fingers together and squeezed his hand.

When she pulled away, Fitz stood to his full height and started toward her. He didn't stop until he was less than half an inch away from her.

"Where is Cyrus?" He asked quietly. She was so overwhelmed by everything about him: his voice, his height, his scent, the way his fingers were lightly running down her arms.

"Calling James," came her throaty reply when she finally registered his question. One of his hands found the curve of her waist and goosebumps rose as he stroked the skin that wasn't covered by her shirt. "Professor Grant," she breathed out, trying to break them out of the trance. He groaned, but didn't move away from her.

"What did I say about that?" She blushed and swallowed past the lump in her throat.

"Fitz."

"Hmm?" Liv swore she could feel the rumble of his voice reverberate through her body, as he leaned further into her personal space- their lips inches apart. He cupped her cheek and she could feel her heartbeat in her ears. "I don't know what it is about you, but I can't stay away." His admission had her breath catching and she nodded in agreement.

"It's crazy, right? This is insane." He hummed and lowered his head towards hers and she knew he was going to kiss her. She also knew she should push him away, but she needed to experience his lips on hers. So, instead of doing what she should, she stood on her tiptoes, stretching to reach Fitz. Just as their lips were about to touch, his gray eyes looked into hers and she swore he could see right through her. She closed her eyes, unable to handle the intense connection, and reached her hand up into his hair, which she had been dying to touch since she first saw him.

They jumped apart, to opposite ends of the kitchen, when they heard Cyrus's heavy footsteps in the hallway. Olivia started to perspire, stressing about what could have happened if Cyrus came down five minutes from now. Don't think about it, Olivia, she scolded herself. But she couldn't help but be disappointed that she didn't get to kiss Fitz. She knew it was wrong, she knew she wasn't supposed to, but dammit if she didn't want Fitz more than she had ever wanted someone before. And judging by the way his eyes had darkened and how tightly he was grabbing the counter, he felt the same way.

"So, did you guys work something out?" Cyrus asked her conspiratorially and it was only then that Olivia remembered Cyrus had purposefully left them alone to talk about class.

"Um, we actually didn't get a chance."

"What?" Fitz asked confused, looking between the two of them.

"I just had something to discuss with you, but it can wait until tomorrow?" She suggested. Olivia knew she couldn't continue to stand in the same room as Fitz and act normal.

"Sure, just come to my office hours?" He suggested, leaned back in a such a forced casual pose, if Olivia hadn't been panicking on the inside, she would've laughed. "Cyrus, thanks for dinner. It was great."

"Of course, you're welcome any time." Fitz pulled Cyrus into a hug. Olivia smiled and watched the genuine affection between the two men. Cyrus wasn't one for close friends, after having lived with him for six months Olivia could attest to this. But it seemed there was just something about Fitz that had him breaking down everyone's walls.

When Cyrus and Fitz were done hugging, Fitz looked at her, but stayed where he was, hands firmly stuck in his pockets.

"I'll see you tomorrow, Liv." He nodded once at her and she ignored the way a feeling of warmth settled in her chest at Fitz using her nickname.

"See you tomorrow." She agreed, watching him until he was out of sight.