A/N - I'd never leave you hanging like that for too long. I hope you enjoy!

"Tony … I …" She breathed out.

Judith took a sharp breath in, nervously licked her lips and opened her mouth to speak again … but nothing came out.

'Maybe this has gone on long enough,' she thought. 'Maybe it's time now.'

There was no one in this world that knew her better than Tony. That was a fact not worth arguing as no one else even came close. They discussed anything and everything openly and honestly and no matter how uncomfortable the subject was or how heated it got, they would hash it out, accept, recover and move past it. It was the Herb way and it worked. It had worked at home with her unconventional family and it worked with Tony.

Despite all that, there were some things that she had never discussed with him, which of course is natural. We all have our own thoughts and experiences that we keep for ourselves. But there were details concerning him … concerning them … that Judith had never shared with him. If she was being honest with herself, disclosed, was probably a better way to put it and if she took a step back and viewed this scenario from his point of view, she had to admit that he did have a valid question. But from her point of view she was infuriated.

"Tony …" She tried again, but the words just wouldn't come.

There was a very good reason … Well, a few good reasons why Judith never allowed herself to become romantically involved with Tony. She would be lying if she said that it wasn't a crossroads she had found herself at many times throughout the course of their relationship. A decision that she struggled with for decades. To this day there is still a lingering trace of doubt. The "what if" that popped up in her psyche from time to time when her judgment was clouded. But the truth was, she just couldn't trust him.

It's amazing really - He is the person she trusts most in this entire universe but the one thing she desperately aches to entrust to him - her heart - she can't.

Tony stood next to her and watched as she began to fidget with her fingers, her eyes downcast and unfocused.

"Judith," he whispered, "sweetheart, look at me." But she didn't move a muscle.

Tony was taken back by her reaction. He really didn't think she'd take the question to heart. They were kidding around, the mood was light and he expected a snide or witty remark from her at best. There was nothing new to be told in the tale of why she chose Robert over him. They'd been through it before, more than once … okay maybe once officially but indirectly many other times. They'd come to terms with their decisions; they were content with where it had led them. He teased her about it all the time and she's never let on that it bothered her in any way. He just didn't understand.

But, of course, Tony didn't know what he didn't know … and he had no idea of the deep rooted complexities and pain that she had to unpack in order to answer that question. Truthfully, that is.

'It's time' she thought.

But he was about to find out.

XXXXXXX

March 1985

She couldn't wait to tell him!

Judith's relationship with Robert was beginning to grow stale and distant and she knew she had herself to blame for that. Once a vibrant and amorous union, she now felt lonely and unhappy in their big house, surrounded by things that no longer had meaning for her.

Her connection to Tony was so different. He was passionate, adventurous, and warm. He made her laugh, he listened to her, he cared for her. He made her feel alive and loved. Despite her efforts she just couldn't shake what they had shared on that trip, and she had fallen in love with him.

Since then Judith had been miserable! Most nights she silently cried herself to sleep lying next to the man she once thought was the love of her life. She tried to stay on track like she had said she would but she just couldn't find a way forward with Robert anymore.

She had stumbled into something with Tony that she hadn't known was possible. It was so different. The connection she shared with him was unlike anything she had ever known. She missed him every moment of every day. Even when she was with him she missed him because she wasn't with him. The overwhelming need to be near him was consuming her every thought. She fantasized about marriage, children … all the things that had never felt important to her with Robert,she wanted it all with Tony - The man she once thought she would never be naive enough to allow herself to fall for and she had fallen so deep she couldn't find a way out. She didn't want a way out. She wanted Tony. She couldn't keep living a double life, lying to Robert and to herself.

She felt a wave of joy. She loved him, and she wanted to be with him. She was scared of leaving everything behind, of taking such a big risk, of facing the unknown but she decided it was what she needed to do.

They had just wrapped up First Kiss and being in his arms again, feeling his lips on hers … The way her body just melted into his the moment he wrapped his arms around her again … in that moment she came to her resolve. Now she was beaming with delight as she made her way to his dressing room to tell him that she was ready to lose him as her friend … 'again' she smiled.

She knocked lightly on his door and turned the handle too excited to wait for him to invite her in. But to her surprise, the door was locked.

"Just a minute!" He shouted from inside the room.

She heard him laugh and then whisper.

"Uhhh, stand behind the door" and her heart sank. "Not like that! Put your shirt back on."

Judith's heart broke into a million pieces that day. It was a day that took her months to fully get over. Here she had been completely consumed by thoughts of being with him thinking that after what they shared there was something real between them and he was on to his next fling.

"Probably one of many," she admitted.

Too embarrassed and upset to face him she quickly made her way back to her own dressing room before he came to the door. To this day she had no idea whether or not he was able to pull himself away from her long enough to see who it was that had come looking for him.

She loved him dearly and deep down she knew that would never change. But, she would never again open herself up to the disillusion that she was special enough to change him.

That day she realized that she had a good man. One that deserved her loyalty, love and respect and she was ashamed of her indiscretions. She vowed to commit herself to her true happily ever after and to never fall for Tony or any man like him again. And it worked … for about 24 years until …

"Jude" …

XXXXXXX

"Jude" Tony called again, startling her out of her rumination.

She looked up at him, momentarily confused.

"Your phone," he put the ringing phone in her hands.

She looked down and saw that it was Robert and her heart swelled with so much love for him at that moment that she couldn't help but to smile. She answered the call and walked into the kitchen feeling a wave of gratitude for the man she called her husband.

Judith finished her phone call and joined Tony in the living room where he was sitting on the sofa with his legs up on the coffee table. She walked around and took a seat next to him.

"I think we need to talk," she said.

Tony's eyes were filled with concern when they met hers.

"It's nothing bad …" she tried to assure him "there's just some things that you don't know" She admitted.

Tony's back tensed up. He dropped his feet from the table and sat up straight. Bracing himself for whatever it was she was about to say to him.

"Is Robert okay?" Tony had no idea what had triggered her reaction; his mind was swimming with possibilities, each one more outrageous than the other.

"Oh God yes … Tony it's nothing … there's just some things that happened that I never told you about and I think it's time we discuss it."

"Judith, are we okay? You're freakin' me out here." He admitted.

She took his hand in hers, "We will always be okay." She assured him, convincingly this time.

Judith went on to tell Tony about her ill timed, would have been pivotal moment in their relationship.

It took him a moment to process. He remembered the incident. He had met the girl the previous weekend and had invited her to come to the taping. The truth was, he didn't make it a habit of getting caught up in these transgressions at work and the irony of it all is that the girl … whose name he could no longer remember … she had been really upset about seeing him kiss Judith … Angela … on set. When they went back to his dressing room to grab his things and leave for the night she wanted to end things with him. Told him that it was obvious he had feelings for her and she thought they were reciprocated stating that "no one was that good of an actor". Which, obviously bruised Tony's ego and he had to convince the girl that there was nothing going on. So … he distracted her the best way he knew how ...

"Judith I'm … I'm sorry. God, at the time I had no idea you were even considering us after New York City. I mean I knew it was hard for you … for both of us but I had no idea …"

"I know." She cut him off.

"If I had any idea you were still considering …"

"I know," she interrupted again.

Judith didn't want him to feel bad or be sorry. She knew he would be but that was irrelevant. What Judith had wanted was the very thing that he wouldn't be able to give her - she wanted him to have cared for her enough to not have been with another woman so soon after NYC in the first place. Which she knew was hypocritical coming from her who went back to Robert - but that was the truth. And she didn't want it to be because he made a conscious effort to wait for her; she wanted it to be because he was so overcome with feelings for her that he had no desire to be with anyone else. She wanted him to have had the same struggles that she had. She could barely even look at Robert after that trip without being overcome by guilt … she had wanted the same from him. Unfair as it may be, deep down that is what she had hoped for.

"Judith …"

"Tony, please stop telling me you're sorry. I'm telling you this because I need you to understand - really understand - why I couldn't bring myself to be with you in that capacity. I know it's been a long time and time heals and we joke about it now and I laugh it off but I need you to know what really happened. Because you need to recognize and fully accept my decision and for decades I've been asking you to do that without giving you the full story."

"Judy, one time you caught me with another girl and we had nothing going on between us and you're going to hold that against me?"

"I'm not holding anything against you, I'm answering your question and these are the reasons why I couldn't bring myself to be romantically involved with you. I know we've talked about this but I withheld a lot of information because … well, to be honest … because I'm embarrassed that I allowed myself to become so naive."

"Naive? Why? Because I was makin' out with a girl in my dressing room one day when we were not a couple?"

"You think you're the only one who feels it? Yes you see me with Robert but what about all the women I've seen you with? What about all the times I've watched you on television bragging about women and sex injuries and God knows what else." Judith rolled her eyes.

"All I'm saying is - it's no easier for me. I know it's wrong for me to feel that way but it's the way I feel. I understand that I'm the one making a conscious choice to be with Robert and I know you hate it but what you don't understand is how badly I want to be able to give myself to you but I can't because I know with every fiber of my being that it would be the end of us Tony! You would break me. You would break us."

He had no idea how to respond.

"Tony, I know can trust you with every other detail of my life but my heart is not something I can trust you with. Surely to God you know that you're not exactly Mr monogamous" She added exasperated.

"I would have dropped her in a heartbeat if I'd known you were interested in actually startin' somethin'." You have to know that.

"Actually … I don't believe that to be true."

"Seriously! How can you even say that?"

Judith took a deep breath.

She started this and she had no intention of stopping short of coming completely clean, but this one still stung. Because this time she did put herself out there and she should have known better.

XXXXXXX

April 2009

In 2007, during the airing of the first season of Ugly Betty, Judith was offered a regular spot on the show for season two. The call came as a surprise and she spent almost two weeks obsessing over what she was going to do - about Robert, that is. Because from the moment the opportunity was presented there was no doubt in her mind that she was going to accept that role.

The challenge was that Ugly Betty was filmed in NYC and she and Robert now lived in LA. Despite the fact that she never truly felt at home there - she missed being in a place with four seasons to break up her years - their entire lives were in LA now and she knew this was going to be a hard sell for Robert. But by the time she sat him down to discuss it it wasn't much of a discussion at all. She basically told him that the opportunity came up, she had accepted it and that she was going back to NYC.

"What are you going to do?" she asked him … wondering if he would pack up and move with her or if she had just sacrificed her marriage for a job.

But the thing was it wasn't just a job. She loved the premise of the show. She loved the people she worked with. She loved Claire and she loved New York City and being there those few times during the first season was a homecoming for her. She knew she had missed NY but being back there regularly really drove home the fact that she didn't belong in LA.

But … Robert belonged there. He loved everything about it and had no desire to be back in NY. So, after very little discussion, it was decided that Judith would get a place in NY, Robert would remain in their home in LA and they would see how it all unfolded. Her work was unpredictable at best. She could be there for years, months, weeks … you just never knew. So they took the unconventional approach, packed her up and moved her out not knowing what this meant for their future as a couple - a risk that Judith was willing to take.

Being back in NYC was everything she had dreamed of. She was back in touch with the theater community, she loved her work, her colleagues, she was so busy and fulfilled in her career during that time that it really didn't leave a lot of room to concern herself with what it was doing to her marriage. While she was living out her dreams Robert was, understandably, missing his wife.

It had started out differently. Between him traveling east and her going west they did still see each other at least a few times a month. But as the months turned into years those visits became less frequent and with no end in sight for the show or her release the unknown was beginning to put a strain on their relationship.

Consequently, she began to spend a lot of time with Tony who was now divorced and also living in NYC. They would often go out to shows together in the evenings. They'd get together on weekends, lunch, shopping, walks in the park... He became her companion in Robert's absence and he was more than eager to fill that role. He wasn't doing much at the time work wise so it was easy for the two of them to coordinate schedules and their days usually revolved around hers.

One thing led to another and one night while coming home from a production of "Guys and Dolls" on Broadway, Judith kissed Tony in the back seat of their cab as they approached her place. Not the typical chaste kiss on the lips that they often exchanged when he dropped her off but a kiss that curled his toes and … well … uncurled other parts of his anatomy.

By that time, Judith and Robert had had many heart to hearts about their future and what it was going to look like. Neither of them had any answers and, although unspoken, it was clearly understood that the two of them were testing the waters of a possible separation. That encouraged Judith to play around in the Tony sandbox and see if maybe things had changed, despite the fact that she berated herself on a number of occasions for being naive and knowing there was a good possibility she was opening herself up for heartbreak again. But once her lips on his again she didn't care about anything else. She just wanted more … and … she got more … more heartbreak, that is.

Although they never discussed that kiss or what it meant the two of them began to spend a lot more time together. Judith didn't let things get too serious as she was still cautious and unsure if this was something she really wanted. Thoughts of Robert were still prevalent in her mind and she didn't want to jump into anything until she was really sure.

One day she confided in Tony and told him that she and Robert had taken a step back from each other to understand what the future might hold for their relationship. Again, she didn't exactly spell it out for him but that conversation ended with her initiating a kiss that she knew left Tony unable to walk straight for the rest of the evening.

After he left she spent the rest of that night really thinking about her options and what she wanted. After deciding that things were likely irreconcilable with Robert given that she had no intention of moving back to LA she came to the conclusion that it was time to give her and Tony a real shot.

The next morning she went to see Tony to speak with him about all this and as she stepped out of the elevator she saw him in his doorway lip locked with a woman who, presumably, was just leaving after having spent the night with him.

She quickly stepped back into the elevator and went home to cry herself to sleep, wondering how in the world she had allowed herself to make such a mess of her life again.

She thought about Robert and his reaction when she told him she had no intention of moving back to LA. During their conversation she felt a pang of sadness, but also relief. She had expected him to be angry, to fight for their marriage, to make things difficult for her. But he didn't. He understood that this was her decision and he was going to support her no matter what it meant for them.

As she rolled around in her tear soaked sheets trying to figure out where she went wrong, she realized that he was the one that would never hurt her. He was the man that would do anything for her no matter how hard it was on himself because at the end of the day, all he wanted was to make her happy.

XXXXXXX

"Judith," he began, pulling her from her thoughts. "You and I were not a couple during either of those incidents! I had no idea what was going on in your head until you told me that night!" He said trying to defend himself. "After I went home, she came over because we already had plans and I never saw that girl again! I broke it off with her that night!"

"Before or after you had sex with her?"

The thought that he would still be with that woman after the conversation they had that night still shook her. She was normally a pretty smart and level headed woman, but he disarmed her.

Tony's hands flew through his hair in frustration.

"Judith how can I be faithful in a relationship I don't even know I'm in?! We have always been complicated and it's very confusing! We weren't sleepin' together or anything. Was I just supposed to turn down every woman that came my way because there was a possibility that maybe you wanted to start something with me? I know you said you wanted to talk more about us and we were kissin' and stuff but …"

'Wait a minute,' he thought and Judith watched the expression on his face transform as the pieces all fell into place for him.

At that moment it dawned on him that when the network and producers were desperately looking for a way to slow down the relationship between Tony and Angela for fear that bringing them together would be the end of the show, Judith was the one that pitched the winning narrative to the writers.

"Kathleen…" he whispered.