"I have leftover takeout that needs to be eaten and some paperwork to catch up on," Olivia indirectly invites Elliot back to her apartment.

Getting the message, he grins, "I'll be there."

Time seems to fly by as Noah rushes out the apartment door, "Goodnight, Mom!"

Olivia hurries towards the front door to hug Noah goodbye, "I love you." She squeezes him tightly and watches him walk down the hall to the Hildebrants, "Have fun!" The door opens and her neighbor waves, "Thank you, Vivian!"

"Anytime, Olivia," the woman responds as she shuts the door behind Noah.

Olivia starts to close the door when she hears a knock. She swings the door open to find Elliot standing in front of her with a bouquet of peonies. Elliot smirks as Olivia lets him step into her apartment. He holds out his hand holding the flowers, "I got you flowers."

"I see that," Olivia gracefully takes the flowers.

Elliot adds, "They're-

Olivia and Elliot overlap each other, "Peonies."

Olivia grins, "My favorite."

"Really?" Elliot asks sarcastically as he follows her to the kitchen where she adds water to a vase and cuts the stems. She places the flowers in the middle of her counter that separates her kitchen and living area. Elliot says, "I heard you got some food that needs to be eaten."

Olivia smiles, "In fact I do." She opens her refrigerator and pulls out two containers, "One is chow mein and the other is orange chicken."

"I'm fine with whatever," Elliot shrugs his shoulders. He shuffles over to the couch and plops down on the end of it. Olivia puts both containers in her microwave. She spaces out as she watches Elliot channel surf on her couch. The ring from the microwave brought her back to reality. Bringing the food over to the couch, Elliot decides on a channel. Olivia looks at the TV then back at Elliot, "The Titanic?"

Elliot leans back on her couch while stabbing a semi-thawed piece of orange chicken, "What? I can't enjoy a nice movie while you work?"

"You can," Olivia leans back with her chow mein, "I just wasn't expecting you to pick that, and it's almost over. The ship already sank."

Olivia takes a few bites before she puts her food down to read the files stacked on her coffee table. Elliot asks, "Anything interesting?"

Olivia glares at Elliot, "Interesting?"

"Wrong choice of words," he admits. Olivia nods along as she continues to read the file. With the movie playing in the background she can't fully. The file ends up back on the tall stack and she continues to eat her chow mein. Elliot observes her shift in posture as she leans slightly closer to him than before. The two silently eat the leftovers, watching the movie. Elliot notices Olivia start to shiver, "Here." He pulls the throw blanket from behind and tosses it out on top of her.

"Thanks…" Olivia pulls the blanket up to her chin, "I must have forgotten to set the thermostat to heat."

Elliot takes it upon himself to situate himself closer. He wraps his arms around her and rubs to make her warmer, "Jesus, you're like an ice cube over here." Olivia cracks a smile as she leans into his embrace. She rests her head on his shoulder as he continues to warm her. The room stays silent as they watch Jack go under. Elliot swings his head to the left to see Olivia fast asleep. He sighs and thinks, "She's so peaceful."

He tries to move her body gently so it rests on the back of the couch and not him. By doing so he wakes her, "Is it over?"

Elliot answers and looks over to the TV now previewing 'When Harry Met Sally', "Yeah." He looks into her sleepy eyes, "I should get going, it's late and you need to rest."

Olivia slowly comprehends what Elliot is murmuring and responds, "Or you could stay here." Elliot, already standing up and gathering his things swivels his body to face Olivia. She stands and stretches her arms, "Like you said, it's late."

Elliot can't tell if this is some sort of trap, "You sure?" Olivia nods as she steps closer to him in confirmation. He offers, "I'll take the couch."

Olivia inches closer to him, "You don't have to do that. It's not very comfortable." Elliot continues to try and find out what her angle is. She takes one last step closer and rests her arms on his shoulders, lightly pulling him in. Elliot understands now. Olivia and Elliot gaze into each other's eyes waiting for the other person to make the first move.

"Liv…" Elliot whispers.

"Mhmm…" Olivia hums back continuing to admire him.

Elliot glances back and forth between her eyes and her lips. Their gaze ends when he places his hands on her hips and pulls her in. He starts kissing her softly, letting her take the lead for once. She leans in further to his body and moves her hands to his chest. Olivia starts to gently lead him into her bedroom. They separate for only a moment when Olivia stops him from unbuttoning her blouse. She catches her breath as he asks, "What? What's wrong?"

Olivia answers, "Nothing, nothing's wrong." She steps back, "I just need a second." Elliot understands and lets her take a second. Olivia's head swirls with thoughts and memories. She brings herself back the the present time and goes back in.

She practically rips off Elliot's shirt as he struggles to unbutton hers. Her hands run up and down his abs as he unbuttons the last button of her shirt. She slips her arms out of the sleeves and reaches down for Elliot's belt. The notch to his belt slips off as Elliot stumbles into Olivia's bed. With Olivia standing over him he smiles. She stops before she gets on the bed and smiles back at him, "Why are you smiling like that?"

"You're just…" Elliot sits up, "You're just so beautiful." He grasps her hips and pulls her to him. She bends over and continues to kiss him.

Once finished, Elliot rolls over and watches her start to fall asleep. He whispers to Olivia who is sound asleep, "I love you."

Olivia responds quietly, "I love you, too." Elliot smiles upon hearing this and wraps his arms around her. They both drift off to sleep in each other's embrace.