Olivia's hands caught the fridge behind her as she backed away. The chill from the stainless steel startled her, but nothing could distract her from the ice blue eyes only few feet away.

"I'm not ready for this," she sighed.

She kept her eyes closed and tried to focus on the feeling of the cold stainless steel against her flushed face. She felt his eyes on her, but she knew if her eyes met his she would lose her resolve. She wasn't ready. The walls she carefully constructed around her heart were beginning to crumble. Standing there, in her kitchen, with his lips a whisper away from hers made her feel weak. She couldn't let those walls fall. Not yet.

Elliot leaned against the kitchen island. He desperately wanted to reach out to her as she was clearly crumbling in front of him, but he wanted to respect the space she intentionally placed before them.

So there they stood. Olivia pinched the bridge of her nose and inhaled deeply. She couldn't cry. Not here. Not now. This week had been hell, but she couldn't let him see her vulnerable.

She had learned a long time ago that he could not be the solution to her problems. Everyone always walks out of her life and the only person she could rely on was herself. She couldn't and wouldn't count on him to save her. He could no longer be her protector because he wasn't there when it mattered most. She couldn't rely on him again only for him to disappear in her darkest moments.

After what felt like an eternity he quietly said her name.

"Liv." His voice was low and husky. Just above a whisper.

She took a breath and mental resolved to stand her ground, but it all flew out the window when she opened her eyes.

There he stood- piercing blue eyes begging her to give him a chance. Those eyes could always communicate the things that remained unspoken between them. His hand was outstretched inviting her to grab onto him as a lifeline. And grab him she did.

Olivia slipped her hand into his and he pulled her into him. His arms came around her and she instinctively put her hands around his neck.

Again he spoke her name. "Liv."

She could feel the rumble of his voice as her cheek rested against his chest.

"It's okay. I can wait. You are everything to me. I want you. I want this." His arms pulled tighter around her. "But I want you to feel ready. I don't want to cross any bridges you aren't willing to cross with me."

The dam burst. Tears streamed freely from her eyes.

"I want this too," she choked out between sobs. She slides her hand up the back of his neck to hold his face in her hands. Her warm brown eyes meet his.

"It terrifies me how much I want this." She quietly admits.

Elliot pulls back slightly to better see her face. "Why?" He asks.

His eyes meet hers imploring. Desperately trying to understand the reasons she keeps him at arms length.

Olivia pressed her forehead to his and lets out a sigh. She wishes she could let go and throw caution to the wind. It would take no effort to close the space between them and press her lips to his. She wanted nothing more than to lose herself in him. In his adoration. In his love. But she was so damn terrified.

"When you left it destroyed me."

Olivia closed her eyes. She could feel his eyes on her, but she couldn't bear to see the hurt her words would inevitably cause him. She took a breath. In spite of the pain this conversation might bring she needed him to know. She needed him to understand the pain she experienced in his absence.

"It took years for me to feel anything close to normal again. You took a piece of me and I have never been able to get it back."

Elliot felt like he couldn't breathe. He was such an idiot. Why did he think leaving would be the best for all of them?

"Liv, I'm so sorry." But the words felt flat. He knew sorry could never make up for what he had done to her. They were just words and words would never fix everything he broke.

Olivia hugged him tighter. It was her turn to provide some semblance of comfort. His choice had destroyed her, but it apparently wrecked him as well.

"I worry if we do this, and it doesn't work out..." her voice trailed off as she tried to push down the emotion bubbling inside of her. "I wouldn't survive it Elliot. If you were to leave me again..." she shook her head, unable to get the words out.

Elliot brought her in even closer. He let his hands run up and down her back. He ran his fingers lightly down her spine eventually settling his hands lightly on her hips. He wanted her pain to go away, and even more, he wished he hadn't caused that pain in the first place.

Olivia leaned her head against his chest and took comfort in the gentle rise and fall of his chest. The gentle rhythm of his heartbeat lulling her into a peaceful calm.

Minutes passed by while they held each other. Olivia felt Elliot's lips press a gentle kiss to the top of her head. It was so swift and gentle she almost missed it.

"I wouldn't be able to leave you again Liv. It would kill me too." She heard the catch in his voice. She knew he meant it. At least for now. One thing she was painfully aware of was that everything changes and nothing stays the same.

Suddenly the exhaustion of the recent weeks threatened to drag her to the floor. She was so tired. So incomprehensibly tired.

Elliot seemed to pick up on the exhaustion. "You need to go to bed Liv. You look like hell."

She lifted her eyes to see the glint of teasing there. She rolled her eyes. "After the week I've had I'm lucky I'm still standing."

He nodded in agreement. "Go to bed." One hand cupped her face briefly. "I'll check on you in the morning."

She sighed and he slowly released his hold on her, careful to make sure she could hold herself up.

Olivia walked him to the door. She felt sluggish, like she was swimming though jello. She was So. Damn. Tired.

As his calloused hand reached for the door knob he turned and his eyes met hers. "I meant it Liv. I meant what I said. I care about you. I want to be in your life. In Noah's life."

She wrapped her arms around her center in an attempt to quell the butterflies rising in her stomach. Oh how she loved him. Through all these years, through all the anger, fear and pain. She still loved him.

Words evaded her. Instead she nodded in acknowledgment of his admission.

"Good night, my friend Olivia."