Olivia stabbed at her salad somewhat aggressively. To his credit, Ben kept the conversation light, and resisted the urge to pry into the complicated issue of Elliot.

She did all she could to focus on the brilliant and charming man in front of her, a man who didn't make her crazy. A man who appeared to love her. A man that couldn't and wouldn't decimate her with his absence.

She shoved Elliot back into the box where she kept him for so many years, and tried to keep her mind in the present. She smiled at Ben and remembered all the reasons she enjoyed his company. He was generally easygoing, but possessed enough drive to allow him a successful professional life ina challenging field. He was smart, handsome, and he didn't make her want to pull her hair out.

He reached across the table and laid his hand over hers. "Tough day?" He finally asked.

Because of his work, he genuinely understood how her work could shadow her beyond the walls of the precinct. If she was honest, it wasn't a tough day. Normal really. At least until a certain someone showed up in her office and exploded her whole world. "A little," she admitted. She found it easier to admit to a difficult workday rather than admitting to a difficult emotion that had plagued her for a quarter century. No, a difficult work day was a much easier thing to admit to.

He nodded his head and his dark brown eyes remained soft with empathy. Again he gave her space, and didn't push for any details she wasn't already willing to provide. He was good like that. Patient. It made it all the more jarring when he said, "I've never noticed that necklace before. Is it new?"

For the second time that evening her fingers reached for the small pendant that resided close to her heart. He had never asked about the necklace before. Maybe because it was always discreetly tucked behind a cami or under a blazer. Tonight was one of the first nights she really dressed up, and it laid against her chest on full display.

"Umm…"She tried not to awkwardly hesitate, but she was trying to quickly come up with a story that didn't include an explanation of Elliot. "It's not really new. I mean I got it a little while back." She swallowed. "It was a gift…from a…a friend."

Ben nodded. "It's nice," he said kindly. "Does it have any special meaning or anything?" He asked while sipping his wine.

She knew he was just trying to make conversation, but he couldn't have chosen a worse topic to focus on. She let her fingers drop away from the compass' surface. "Yeah. It um." She tried to banish the memory of Elliot's face as he left her in her office, standing with the necklace dangling from her fingers. "I guess it's a little personal." She hoped that would explain her edgy behavior. "It was a reminder…or guide I guess…to help me find happiness."

Ben's face softened further as if he knew and understood the difficulty of that pursuit. His eyes dropped to their still joined hands. "That is a beautiful sentiment," he admitted. His brown eyes lifted to hers, and it almost felt like he was searching for something there. "Sounds like an incredible friend."

Her heart pounded as she struggled to find a response. How could she tell the wonderful man in front of her that the friend who had given her the necklace was more than incredible. He was everything.

-000-

Her distracted mind didn't piece together the implications of allowing Ben to walk her to her apartment door. Even as she fumbled with her keys she hadn't realized how she may have unintentionally led him to believe something else would happen tonight.

She opened her door, and they both stepped inside. Her mind still hadn't caught up when he kissed her softly. She accepted the kiss, and felt herself going through the motions of what they both had expected the night to be.

It wasn't until his lips were on her neck, and his hands were on her hips that she realized her mind wasn't on the handsome doctor.

I gotta know Liv… When you sleep with him, are you thinking of me?

"I'm sorry," she shook her head. "I don't…God, Today's been…" What? Screwed up on a thousand different levels?

"It's okay," He breathed. "I get it," his voice was so genuine that she wanted to cry. He brought a soft hand up to her cheek. "I want the timing to be right for both of us." He lightly pressed a kiss on her forehead. "I'm not in a huge rush, are you?"

Damn it. Why did he have to be so good? She bit her lip and nodded. "No, I know. I just. I really like you," she admitted honestly. "I just can't get my mind off of this day…" or the man I found in my office only hours ago.

He pecked her lips and dropped his hands off her body. "I understand." He stepped away from her, giving her some breathing room.

She watched his eyes for any sense of dishonesty or disingenuousness, but found none. He was really just that kind and that understanding. That only made her wish she wanted him more. "You're amazing. You know that right?"

He shrugged like it was no big deal. "I'm not a saint Olivia." He reached for her hand. "I want you," he squeezed her hand, "I want this, but more than anything I want it to be right, for both of us." He shrugged. "Both of our lives are busy and complicated. I don't want," he mostikned between the both of them. "I don't want this to be a pressured thing that adds more stress to your life." He gave her a sweet smile, "that's the last thing I want."

She almost wanted to cry, but she pushed the emotion away and settled for a sincere, "Thank you."

He dropped her hand, and stepped towards the door. "Call you tomorrow?"

He was so warm, and so kind. "Yeah," her voice remained soft, but sincere. "I'd like that."

He opened the door to let himself out. "Bye Olivia."

"Bye Ben."

-000-

She stared at the ceiling and realized she just felt angry. Not just at Elliot, but at herself. Why couldn't she for once love someone who was good for her? Someone who wanted the best for her. Someone who did everything he could not to hurt her.

She cursed her treacherous heart for wanting something, someone, she shouldn't have. Someone she was never meant to have. For twenty years she wanted him, but he wasn't hers to want. She wanted to move on, she wanted to choose something else for herself, but every time she tried he came barreling back into her life, and like a bull in a china shop he would recklessly shred her carefully sewn together life.

She shouldn't want him but she did, and part of her hated both of them for it.

-000-

Why did he have to be such an idiot? Any time he had the opportunity to rise above, and show her he could be a better man, his temper would get the better of him.

He opened and shut his cabinets, and wondered if he left any liquor in his apartment. He was in no mood for the bar scene. No. Tonight was the sort of night he needed to drink alone and wallow in his own stupidity.

He wished he was a better man. A better man would see what she needed and would let her go. A better man would have stayed for her. A better man would have never left.

After an eternity he finally located a bottle of scotch hidden in the cabinet above the washing machine. He wasn't entirely sure it was his, or if it was something Eli managed to hide during a more rebellious phase, but he was grateful for its presence all the same. He needed something to dull the rejection of the day, and the bottle should do the trick. When he pulled the bottle from its hiding space he knocked a loose bottle of bleach from its perch, and sent it spilling over his dark t-shirt.

"Goddamn it," he muttered. He immediately pulled his shirt over his head and used it to mop up the mess. The shirt was ruined anyway, and there was no reason to track down a cleaning rag. He sopped up the mess, and tossed the now ruined shirt into the garbage. The small bleach bottle still retained about half its contents so he snapped the safety lid more securely into place before placing the bottle back into its original position.

He swooped the scotch off the top of the washer and wandered back into his kitchen and found a shallow glass. Just as the amber liquid hit the bottom of the glass there was a soft knock at the door. His eyes flicked to the clock above the microwave. It was pretty late, but not excessively so. Still, he had plans to see his kids the next day, and wasn't expecting anyone in the meantime.

He left the bottle next to the glass in favor of investigating the identity of the mystery visitor still waiting on the other side of the door. His eyes darted around, looking for a shirt, but there wasn't one within reach, and honestly whomever was at the door this late in the evening could just deal with his shirtless frame.

He unlocked the deadbolt and pulled the door open. His hand dropped off the knob in surprise. Standing in the hallway with her arms folded against her chest, stood Olivia.

His heart pounded so hard he was certain the movement was visible against his skin. There she stood looking even more beautiful than she had earlier that evening. She had obviously gotten home from her date and readied herself for bed before somehow finding herself on his doorstep. Her face seemed softer and less intimidating makeup free, but still painfully gorgeous. Her thick dark hair fell loosely from the clip that struggled to hold it in place. He resisted the urge to reach out and tuck her hair behind her ear, because the look on her face indicated she was ready to fight. There was a very real possibility she would take his arm off if he touched her so he carefully stepped back and invited her in. "Um, come on in."

Her arms remained folded as she nudged past him, moving deeper into his apartment. He turned away and reached out to lock the deadbolt before following her into his kitchen. He watched as she eyed the shallow glass of scotch sitting conspicuously on the counter. Without a second thought, she lifted the glass to her lips and took a deep swallow, and then handed the glass to him so he could do the same. Apparently they both needed a little liquid courage to engage in whatever discussion was about to come.

He set down the glass and hesitantly stepped closer to her. His mind fumbled over what he should say because now that she was standing silently in his kitchen he second guessed everything he said in their earlier interaction. He had been brash, and stupid and just as he opened his mouth to apologize she lifted a hand to stop him from speaking.

"Just," she sounded exhausted and exasperated. She dropped her hand and nervously stepped toward him. Her obvious anxiety ratcheted up his own nerves. She lifted her hand again, this time to gently brush her fingers over his cheek. "I need to do something…just…stay still please."

He nodded, but he could barely hear her over the sound of his thundering heart. It took every ounce of self control he ever possessed to keep still when she pressed her lips over his.

Yep- part three coming soon..: