"What's going on?"

"It's alright, Liv, Go back to sleep."

"She's not going to sleep now!"

Sitting up in bed, Olivia watched Fitz's fists clench at his side as he took a step closer towards Jerry. The second Jerry was out of bed, she was wide awake, though she desperately did not want to be. Before she could move any closer to them on the other side of the bed, Fitz punched Jerry in the chest grabbing his shirt to drag him away.

"Fitz! Stop it!" Liv yelled rushing to them.

"What the hell are you doing in bed with her? You think she's going to be another piece of ass for you?" Fitz screamed at his father while he continued to hit him.

"Fitz! You don't get it, you need to stop and let us explain," Jerry tried to duck his punches and backed up towards the other side of the room.

As Fitz went to hit him again, Liv grabbed his hands standing between them. "It's not what you think! Stop trying to hurt him!"

"I'm not going to hurt him; I'm going to kill him!"

She tightened her grip on his hands and made him step back several feet. "You will not hurt him, Fitz. You don't understand." Leaving him sitting on the bed, she turned her attention back to Jerry. "Are you alright?" Seeing him nod and stand up straight while he tried to catch his breath, she switched back to Fitz. "What are you even doing in here?"

"The light was on. I was seeing if you were still awake. Then I saw him in here."

"We were sleeping! You didn't need to come in here."

"What the fuck is he doing in your bed in the middle of the night? I want an explanation."

Ready to argue, Olivia stepped right in front of him. "It's none of your business."

"Livia," Jerry tried to get her attention putting his hand on her shoulder. "I think you should tell him."

"No! It's none of his business and he has no right to an explanation, Jerry."

"You invited him to stay here. I don't know for how long you were thinking he was going to stay but eventually you were going to need sleep. What did you think you were going to do? Not sleep until he left?"

"I've gone three weeks without sleep before, I could do it again."

"It nearly killed you! You know you can't function without sleep that long. You're pushing your luck with ten days as it is."

Walking out of the bedroom, Jerry headed towards the kitchen to give them a few minutes alone to talk. Fitz stayed on the bed, staring at her, waiting for her to start talking. After a minute of her not saying anything, he followed Jerry out. "Start explaining."

"You should go, Jerry. I'll be fine," Liv appeared behind Fitz.

"Livia, he needs to know."

"And I'll tell him."

Feeling he was going to get some kind of information, Fitz left them in the kitchen and took a seat on the couch to finish talking.

"You don't have to tell him alone," he told her as he rounded the counter to hug her. "You knew at some point that someone else would have to know, right?"

"It's just embarrassing. And no matter how many times we've tried different ways, I still can't sleep."

Rubbing her back, Jerry bent down and kissed the top of her head. "I know, but it's just Fitz and he's not going to judge you about it. Come on, I'll get us all some tea and we can talk."

"Can't it wait until morning?"

"I highly doubt that my son is going to allow me back to your bed without a full explanation. Besides, once you tell him, then we can get some sleep and you'll feel a lot better."

Carrying two cups in, she handed one to Fitz and sat on the other side of the couch while Jerry took a chair beside her.

"I get that it might have looked a bit odd when you saw him in bed with me but it's not what you think," she started off.

"You two aren't fucking?"

Jerry nearly spit out his tea hearing the term. "Absolutely not!"

"I told you what happened between us before. You really think I would be screwing him?"

"Liv, I honestly don't know what to think. I don't know you. And every time I try to know you, you shut me down. So, when I see you in bed with him, yeah, that's the first thing that pops into my head," Fitz told her.

"When I told you that Jerry would come over to 'hang out' that's actually what I meant. He sleeps in bed with me. Huck does too."

"Do you know how twisted that sounds, Liv?"

Turning away, she looked over at Jerry. "I told you this was a bad idea. He's not going to understand."

"We'll make him understand, Livia. And from now on, he is not going to be so damn judgmental, got it?" Jerry stared daggers at Fitz in a serious tone. Waiting for him to say something, he only got a nod. "Keep going."

"I have somniphobia," Liv told him before taking her eyes off Jerry. "I can't sleep alone. I haven't been able to in four years. That's the only reason Jerry, or Huck, sleeps in bed with me."

Giving it some thought, Fitz tried to comprehend how that could happen to someone. "I'm not understanding. What would give you that? How do you fix it?"

"It's a phobia, Fitz, you don't fix it; you overcome it," Jerry told him.

"Then let's help you overcome it. What can we do to help you?"

"Knock me on the head with a frying pan. That's probably the best way to do it," Liv laughed but stopped when neither of the men were. "It was a joke guys."

"Not a funny one."

"Whatever. Anyway, I've done therapy and medications, but nothing helps. It just increases the nightmares. When Jerry or Huck is in bed with me, I don't have them as much. Every now and then I have them, but it doesn't affect me as much. Or I wake up and don't remember them."

"What started this? You said four years, so, you haven't been like this your whole life."

"No, I haven't. But I don't like to talk about it."

"Does it have anything to do with the wedding dress?"

Jerry was surprised to hear about the dress. "I thought you got rid of it?"

"I couldn't bring myself to do it," she sighed. "I tried but I just couldn't. I put it in the back of the spare closet and forgot I had it until Fitz found it yesterday."

"Thank God. That's a 35,000 dollar dress."

"You spent that much on a wedding dress?" Fitz was stunned.

"He's judging again."

"And he's going to stop, right now," Jerry demanded. "Livia, it's not a secret."

"I'm not trying to keep it a secret. I'm trying to fight the anger. You know how I get when you guys talk about him. But I suppose it's not going to do any good not telling him."

"Then tell me."

Moving closer to her, Jerry traced his finger on her arm to help her relax, though it was not going to be much use to her.

"Four years ago, my fiancée was murdered. We were asleep in bed and my ex-boyfriend broke into the house. He was furious I was with Stephen. Edison and I used to date in high school. He was a year older than me and while he was in his freshman year at college, he cheated on me. When I found out about it, I broke up with him and told him I never wanted to see him again. But of course, Edison does what he wants to do and followed me for years. I'd switched phone numbers, addresses, jobs, emails. But it didn't matter because he always found me. When I started college, I met Stephen. He was the orientation director. We dated for two years then he proposed," she smiled remembering how he did and looked at Jerry. "You were in on it too. I loved it. We were engaged for six months when Edison broke into the house. He… he um… Edison had slit Stephen's throat and…" she tried to continue but stopped to wipe away the tears from her eyes.

Fitz couldn't move seeing her emotional like this. He wanted to reach out and pull her to him and tell her everything was okay but couldn't. That's why she's closed off. She doesn't want to get hurt again.

Jerry moved over to the couch and hugged her tight. Covering her ears so he could talk to Fitz and not make her have to say more or listen to the continuation. "Livia woke up to him gasping for air and Edison sitting on the edge of the bed watching him. He told her if he couldn't have her than no one could. That's why she won't sleep, Fitz. It's the only reason I was in bed with her. Nothing happens, son, I swear."

As Liv sat up, Fitz could see the look on her face, like it was happening all over again. "Liv, I'm so sorry that happened. I'm sorry you had to go through that. Edison is in prison, right? They caught him?"

"Yeah, he's in prison with a life without parole sentence. He'll never get out."

"That's good. He will never be able to hurt you then."

"He can. He's sent me letters and called me before. I never read them or pick up. But just knowing that he can breathe, and Stephen can't…"

Getting up, Liv left them in the living room while she went to her room and put her tennis shoes on. Not saying a word to either of them, she walked out the front door.

"Where is she going? It's four in the morning!" Fitz shouted as he heard the door close.

"For a run. She'll be back." Looking at Fitz, Jerry shook his head. "Don't."

"Don't what?"

"Don't run after her. I know you want to. But you shouldn't. Livia's coming back, I'd say, half hour. Give her some space, son, she'll be okay."

"How do you know so much about her? I'm lucky if I know a single thing."

Taking another drink of tea, he set the cup on the coffee table and sat back on the couch. "Because I've known Livia for six years. I know she has overcome a lot of things that no one her age should have to go through. I also know that she likes you, very much. That's why I insisted she tell you."

"Liv doesn't like me. Not like that."

"She does. She just has a hard time showing it. That's one reason she throws herself into her work for you. And why she was furious about Mellie doing damage at the office."

"And the bank accounts."

"What?"

"Mellie took my name off the accounts at the bank and closed them. Liv got up yesterday morning and went to the bank herself. She's something else."

"You get it now, right? Her sleeping situation and why we are as close as we are?"

Fitz nodded yes and ran his hand over his face. "I feel like a damn ass. I've been telling her to get some sleep like it's no big deal. Yelling at her to stop working and just sleep, and she can't."

"Don't beat yourself up," Jerry told him, clapping his back. "You didn't know about it. She doesn't want people knowing about it. Stephen is a public record look up. But somniphobia can be a bitch."

"Not just that. I didn't think about all that she does for me. All the work that she puts in every night so I can focus on criminal law. She's right, I did forget about parts of my job at the firm, and she's been picking up the slack since she started."

"Then make it up to her. Don't push her to sleep or get some rest. She'll take care of that part. Maybe once a week, check in with Paris and Moscow and some others. Just show her you're trying to help her. And don't tell her that you're going to help her, that's only going to piss her off."

Hearing the front door open, they both turned to see Liv standing in the kitchen with a paper bag eating a blueberry muffin.

"What? I thought you guys would be hungry."

"I'll take one for the road," Jerry smiled standing up.

"You're not staying? I thought you were staying a while?" she asked handing him his muffin. "I was going to sleep."

"I think you and Fitz need to talk. Alone. Call me later."