"Come!" Beverly eyed the door nervously wanting to have the upcoming conversation over with as quickly as possible, but also delay it until she felt ready to handle it.

And that would be never, Beverly…

When the doors hissed open, she was twisting her fingers nervously and hovering behind the sofa, almost hiding behind it, he thought.

"Hi."

"Hi to you too," he replied.

"Do you… Would you like something…? Tea…? Water…?"

"Coffee would be good. I'd ask for something stronger, but I don't think that would be wise."

She turned her back to him and moved to the replicator. When she turned around, he was sitting at the table. She set his coffee and her tea down but remained standing, like she couldn't make herself sit still.

"Beverly…"

"Look, Will…"

They smiled awkwardly at each other, the absurdity of the situation easing some of the tension.

This shouldn't be so difficult, he thought. They hadn't done anything, and they definitely hadn't done anything wrong. When he'd showed up at her quarters that night, the night they'd all assumed that they'd lost the Captain…. He'd been consumed by anger and grief. Beverly, well, he'd never seen her like that before. Neither one of them had been themselves…

Three days earlier…

"Can I come in?" She nodded and he noticed that although her features were tight and pinched, her face pale and wan, he couldn't detect any trace of tears. She was bottling it up, which surprised him not at all.

He hefted the whiskey in his hand in her direction. "I thought you might need a friend. And that we both might need a drink…"

After his argument with Deanna, he'd realised that she was right. He'd been only thinking of himself, his anger, his hurt, his loss. Until she'd laid into him, he hadn't allowed himself to think about what Beverly must be going through. He'd been completely selfish, hadn't been behaving like her friend at all.

She nodded again. She had her arms wrapped around herself as if to stave off the cold and she hadn't moved from her position near the couch. He moved towards the replicator and came away with two tumblers. Gathering up the glasses, he set them both, along with the whiskey on the coffee table.

Lowering himself down to the couch he realised he didn't have a single clue what to say. Not to comfort her, and not to comfort himself. His hands automatically reached for the bottle, and he cracked the seal pouring them both a generous amount.

Handing her the tumbler, he tilted the rim of his own against hers. The ringing clink was loud in the silence of the room.

"To Jean-Luc Picard. Captain, mentor, friend." He didn't think he'd ever said the man's given name out loud in Beverly's presence, maybe he'd not even referred to his title in her presence since they'd heard about…. He thought it just might break her, but she merely looked down into the glass then lifted it to her lips and tossed the whole thing back. She held the glass out and nodded at the bottle.

He thought, just for a moment, about cautioning her but one look at her too white face had the words of censure dying on his lips. What it must be like for her, right now. To lose yet another partner… Because that's what he'd been, he thought, whether Picard had ever acknowledged the role or not. He'd been her partner.

When she'd downed the second glass she gave in and lowered herself beside him on the couch. His body was turned towards her as she reached for the bottle and poured them both another healthy measure. That's when he noticed the slight shake in her hands.

Looking up into her face he saw her bottom lip and chin trembling and gently took the glass from her, setting it on the table.

"Beverly…". He pulled her towards his upper body. At first, she struggled and twisted but finally relented and as her chin rested on his shoulder, her gasping breaths were the only sound in the eerie quiet of her quarters.

He felt her pull back and he thought she was trying to hide her tears from him, but although her eyes were bloodshot, they were perfectly dry. Her lips, when they settled on his, caught him completely off guard and for several seconds he remained immobile as she kissed him, her tongue probing his upper lip until he responded automatically, opening up to allow her entrance.

Their mouths moved together, lips caressing, tentatively at first then growing bolder as the awkwardness dissipated. It was comfortable and comforting and even familiar, though they hadn't shared a kiss like this in years. Her hands moving around his neck, deepening the kiss brought him abruptly back to his senses.

He gently pulled his lips from hers. Trying to calm his rapid breathing he leaned his forehead against hers.

"We can't do this… Not now."

Seeming to come back to herself, Beverly moved her arms down, unlinking them from his neck and bringing her hands to rest against his chest where she leaned back creating space between them.

"You're right. Will… I'm sorry, I..." He looked down to find her gaze focussed on his chest.

"Don't be sorry," he breathed out. "It's not that I don't want to…. That I don't want you… But not… I wouldn't want you to regret it… and I think you would."

That sobered her quickly, the lingering desire snuffed out completely. What had just happened had been nothing like the passion she'd shared with Jean-Luc after Jack's funeral…. But it was close enough to bring her to her senses…

He pulled her back towards him, burying his face in the hair at her temple, sensing her distress.

"Just let me hold you. Neither of us should be alone right now. We both need this, need each other."

She hesitated, then nodded her agreement and allowed him to pull her against his chest as he put his feet up on the table and settled back into the cushions. She willed herself to relax against him, her head pillowed in the hollow of his shoulder as he dropped a kiss in her hair.

Looking at her now, several days later, her body painfully stiff and radiating discomfort, he wondered if it were actually the same woman. This Beverly bore very little resemblance to the woman he'd held cradled against him for hours, then spooned against his body in her bed when grief fuelled exhaustion had eventually overcome them both.

She still looked care worn and emotionally fragile. He didn't know if that was because she was anxious about their upcoming conversation or due to the lingering stress and leftover emotions of having believed Picard dead.

He himself was still sorting through remaining traces of anger and grief. He knew, however, that his anger was directed at the Captain himself for having foolishly put himself in danger, and for how very badly it had affected the woman in front of him while Picard simply went on with his life, seemingly oblivious to her suffering.

She finally slid into the chair beside him, hands creeping around her teacup as if she found the warmth comforting. She captured her bottom lip between her teeth then released a heavy sigh gathering her strength to begin.

"Will, I want to thank you… for keeping a level head the other night, for stopping us… me from doing something we would have regretted." Her eyes finally met his as she found the courage to look at him.

"Would we have?" Beverly's eyes opened wide in surprise.

"Will, I…. I thought we discussed this."

"No, we agreed that we would discuss it. So, let's discuss it." He'd been thinking about this for several days now and he'd reached some conclusions of his own. Both he and Beverly were alone, lonely even. Why couldn't they be together, be there for each other in that way, if they wanted to? What was stopping them?

Beverly was shocked and not at all certain where he was going with this. She'd never really thought of Will like that before Odan… wasn't certain that she could get past their friendship. In the back of her mind, he'd always been Deanna's….

"Will…" she prompted delicately. "is this about you and me… or is it about Deanna and Worf dating…?" He shrugged and she waited while he paused in order to gather his thoughts.

"She and Worf are serious, Beverly. I'm working on accepting that. Deanna is happy. She would be the last person to deny anyone else the chance at happiness, whatever that might look like."

He extended his hand across the table to take one of hers. When she finally offered it to him, he smoothed his thumb over her knuckles before continuing.

"I don't think that either of us is looking for a relationship. At least not beyond what we have now."

She nodded in agreement. She was starting to believe that she was destined to never have again what she'd thought to have with Jack for the rest of her life. She was lonely at times, and she knew that Will was too…

Why couldn't they? If they both went into it with clear expectations…. A relationship didn't always have to be about love or even overwhelming passion or chemistry. It was perhaps safer if it weren't, she thought, forcing away the image of Jean-Luc's face that tried to surface. Was she actually considering this…? There were so many reasons….

"But Deanna…."

"Wants a relationship. What she's got with Worf." His eyes held hers, steady and full of certainty. "Starfleet life is lonely, isolating even. We both know that. We could have something uncomplicated, based on friendship, companionship."

"And if… if we decided to…. And I'm not saying we necessarily should…." she added quickly. "We wouldn't let it ruin our friendship if it didn't work out?" God, she was actually considering this…

"No. We wouldn't."

"Will…. we would have to talk to Deanna, tell her if… if we decided to…"

"Not the Captain?" Her response was an incredulous snort.

"Do you honestly think that he would care? We don't have that sort of relationship, Will. You know that. I can't even imagine how that conversation would go. No. Jean-Luc doesn't need and wouldn't want to know." He nodded in agreement.

"We don't have to decide now, you know," he said, seeing her conflicted face. "We can just let things happen naturally, do what feels right."

"Feels right?"

"Well, at the moment I feel like I would really like to kiss you again." His look teased out an answering smile. "Just to make sure…"

"Of what…?" He had leaned over the table towards her, moved into her space, his cheek hovering against hers as his nose brushed against her temple.

"That it feels natural," he whispered against her ear, provoking a shiver in response. Seeing her reaction, he moved to brush his lips over hers.

"That it feels right…"

This time his lips were more insistent, capturing her mouth and thoroughly exploring, his tongue dipping inside to briefly tangle with hers.

Somewhere in the back of her mind Beverly realised that it had been Will, the last one to kiss her like this, the last one to touch her intimately. The sensation of his lips moving over hers, relearning and remembering how they fit together was intimately familiar, stirring up residual desire. It had been so very long since she'd been touched like this, wanted like this.

When she pulled back, breaking the kiss, they were both slightly breathless and her cheeks were flushed. He rested his forehead against hers.

"Checks both of those boxes for me." Despite the seriousness of the situation, she found herself chuckling and shook her head at him in exasperation. "We have a good time together, Beverly. We're compatible…. on every level…".

"Will… I know we never talked about that, about Odan…"

"We didn't need to. Nothing would have happened without my consent. You know that don't you?"

She'd assumed that, yes. But hearing him state it so bluntly had heat rushing to her cheeks.

"Let's just see where it goes naturally. If it becomes uncomfortable or too much for either of us, we'll still be friends. We'll take it slowly. No pressure, no rush, no expectations. We're just exploring the possibilities."

"Exploring the possibilities…" she echoed.

"Let's see if we could make each other happy for a while. Whether that's a week or a month or…" He ran his hands down her arms and captured her slender fingers. "For however long we decide."

She was quiet for such a long time before answering, that he was certain she was going to turn him down. Her response when it came surprised him, and probably herself as well.

"Alright…. Alright, Will."

—

Will looked up from the PADD he was using to go over the personnel files. There were a couple of ensigns up for promotion, one in Security and another in Engineering. Part of his job as First Officer was to go over each department head's recommendations before presenting them to the Captain.

When he sensed someone nearby, he was wholly unsurprised to find Deanna standing beside his table in 10-Forward, her hands on the back of the chair opposite his.

"May I?" He raised both eyebrows and nodded.

She didn't usually stand on ceremony, but things had been a bit awkward between them since she'd started seeing Worf. As her friend he was thrilled that she was happy, that she'd found with the Security Chief, the type of relationship she'd been hoping for. As her former lover, he felt protective and questioned the wisdom of two such polar opposites coming together.

He of course said nothing to her about either of those things. But he didn't really need to. She already knew. He was trying to trust that she would work it all out. Only time would tell, he supposed.

"Of course. What can I do for you, Counsellor? Or is it Deanna right now?"

"A little bit of both, actually…. How's Beverly?"

"You should ask her yourself."

"But I'm asking you." His response was to sigh.

"If you're worried about Beverly…"

"I didn't say that." She paused then looked at him, seeming to harden her resolve about something. "I'm going to be blunt with you, Will. Will… I want you to be careful. I know that you and Beverly have gotten close over this past year, and I know that she is your friend, and that I have encouraged you in that friendship. But Beverly is my friend as well... And right now, she is vulnerable."

He looked genuinely offended but she refused to be contrite. "You have a big heart Will and I know that you would never want to hurt her. And there is a… a history there."

Neither Beverly nor Will had ever talked to her about what had happened while Will had played host to the Trill, Odan. They hadn't needed to. She'd simply known that Beverly, for the short time that he'd merged with her lover, had accepted Will as Odan.

As far as she was aware the two friends had never even talked about it afterwards. They'd simply endured a period of awkward stiltedness with one another and eventually pretended that it hadn't ever happened.

Deanna didn't want either of them, but especially Beverly, to get hurt if those unresolved emotions got stirred back up or worse if they decided to change the nature of their relationship while those feelings and others were still unresolved.

"Yes, Beverly and I are friends, Deanna. And I would never hurt her." He saw the hesitation in her eyes.

"Not intentionally no…. I don't want you to get hurt either, Will." She lowered her voice before she continued. "Beverly is in love with the Captain, Will." He scrubbed his hand down his face and over his beard.

"I know that. Who says this is about love? Not all relationships need to be about romantic love. Not everyone wants what you want, Deanna…. "

He cut her off as she opened her mouth either to protest or to further the debate. "You can't protect everyone you love from getting hurt, Deanna, but I promise to come to you if I get in over my head. Okay…?"

He sighed when it seemed that she was not going to let it go. "We are adults, and we can handle things. If not, we know where to find you. Okay…?"

He'd already decided not to mention this discussion to Beverly. If Deanna wanted to have that conversation with her then she could, but she hadn't. Deanna was imagining or projecting problems where there weren't any. He clasped her hand and pulled it across the table towards him. He could feel her concern and hesitation pulsing inside him.

"Okay?"

"Okay, Will." She just hoped that both he and Beverly knew what they were doing. Will might know that Beverly was in love with the Captain, but neither Will nor Beverly knew that the Captain was also in love with Beverly… If they weren't careful someone was going to get hurt.

—

One Month Later…

Beverly practically ripped the wine-coloured stockings down her legs and off of her body. The dress went next. She twisted it all into a compact bundle, wishing that she could as easily wad up and toss away the entire evening.

Stupid, Beverly. Why did you even *go*? And why in the hell did you go dressed like *that*? I've lost the plot completely. He probably thinks I'm a tease.

She groaned loudly, flopping back onto the bed after stuffing the entire outfit, accessories and all into the recycler. She wanted to keep nothing which could possibly serve as a reminder of tonight's debacle. She couldn't blame him… or at least not completely…. But still…

What could he have possibly been *thinking*, she asked herself in exasperation. He'd laid it out for her years ago…. And now what? Was she supposed to just happily forget what he'd said five years ago, forget the shame, guilt and anxiety she'd felt last night across the fire when he'd attempted to mentally paper over what he'd been hiding from her for two decades.

Then last year…. His relationship with Lt. Commander Daren had surely been some bizarre surrogate of the relationship that he'd denied the two of them all these years. Looking back with the knowledge she now possessed, she understood that Nella had, in fact, been her. Physically and, in a broader sense, the more obvious parts of her personality…. And look how that had ended?

She'd just been settling back into her familiar designated role, finally accepting that they were just friends and then… He thought he could just upend all of that on a… a whim ... a… a… hormone fuelled interpretation of an imperfect mental link that had been forced on them… No.

He'd spent years torturing himself over loving her, over Jack's death. She couldn't see how a healthy lasting relationship could ever come of that, and she wasn't interested in an affair with him. Short or long term it would destroy her in the end. Her heart was too involved.

Not to mention all of the lies, Beverly. His lies, your lies. Lies of omission, certainly, but lies all the same. She threw her forearm over her eyes, trying to push that thought away, then abruptly sat up and pulled the clip out of her hair and tossed it in the direction of the dresser. A shower. She needed a shower.

—-

"He admitted it?" She nodded and took another sip of the tea she'd replicated, attempting unsuccessfully to keep her hands steady. She'd wanted something stronger but needed her wits about her for this conversation.

Will whistled softly and relaxed back against the dining chair opposite her.

"Twenty years… That's a hell of a long time to secretly be in love with someone."

"He said he wasn't. Not anymore. That he didn't have those feelings for me anymore." She was getting agitated, fingers twisting painfully together on the table. He placed a hand over them to still their frenetic movement causing her to pull back. She stood uncertainly, then began to pace, hands running distractedly through her hair.

"But…"

"But nothing, Will." Her tone was evasive, and they both knew it and so he waited her out. "It was… when we were at the Prytt border, and I pushed him through…"

Will had read both of their reports earlier in the day. They were concise and detail rich, but he'd known immediately when he'd greeted them in the transporter room that something more had happened. Beverly had been overly buoyant, almost bubbling over; a sure sign that she was trying to hide the fact that she was anxious.

When she'd told him that the Captain had invited her to dinner that night, he'd sensed something but hadn't pressed. If she wanted to tell him she would, he'd reasoned.

He had no real claim on Beverly or her time. True, they'd agreed to casually explore where something between them might go, but Riker was not foolish enough to think that Beverly had fallen in love with him. The woman hadn't been able to get over Jean-Luc Picard in almost two decades, after all, despite everything the man had done to sabotage a relationship between them...

She'd apparently been stewing for the past 72 hours. When she'd commed him it was actually much more quickly than he'd anticipated. He'd thought she'd withdraw for at least several more days, and perhaps not ever mention what had happened either on the planet or at dinner afterwards at all.

However, when he'd arrived on her doorstep this evening, what had happened on the mission and the entire evening with the Captain had come spilling out of her in a flood. He'd sat at her table, nursing a cup of coffee, and listened without interruption until the flow of nervous disjointed words had finally dried up.

"Beverly, if you want…"

"I don't," she replied quickly.

"Beverly…. Maybe we should rethink what we've agreed to."

"I don't even know what exactly it is we've agreed to. And you were the one who…"

"I know I did, but…." He forced a puff of air out of his nose and regarded her steadily. "You love him, Beverly. You know now that he loves you too…"

There were tears in her eyes as she shook her head violently at him. Her voice, when she finally gained control enough to speak, broke but she persevered. She had to make him understand.

"Will, I trust Jean-Luc Picard explicitly with my life, my safety, my son…."

"But not your heart…"

"No." Several tears had escaped her control and overrun. "Not with that."

She turned away from him, quickly swiping at the tears with long fingers. Will thought about it for a moment and came to the conclusion that this was the only time he had ever seen Beverly cry. Not when Wesley had been in danger. Not when she'd told him about what had happened all those years ago. Not when she'd been mourning Picard. The fact that she was this emotional about what had happened on Keprytt told him all that he needed to know.

"All the same, Beverly. Let's slow this down. Put it on pause."

She laughed at that, choking on her tears and came to sit again on the chair beside him. "Slow it down? I wasn't aware it had actually gone anywhere at all."

"You know what I mean, Beverly." He smiled ruefully.

"I do…" She swiped at several more errant tears, her hand wiping them aggressively away. "Will, I'm sorry…"

"Don't be. You need to focus on figuring out what it is you want to do, Beverly. I think you need me as your friend right now. Anything else can wait." She nodded thoughtfully.

"How did you get to be so wise anyway, Will Riker?"

"I look at everything I've ever done… and advise the opposite." That earned him a small lopsided smile.

"Will, he wants me to go to breakfast," she confided quietly, her reluctance and anxiety evident. Her arms were hugging her middle now, fingers wrapped so tightly around her biceps that her knuckles were white.

"So, you go. If that's what you want." He sensed her continued hesitation.

"Beverly, I don't want what we agreed to, to interfere with what you might have with him. I don't want you using this as a shield. I don't want you hiding behind "us." Not when you could have something real with him."

She nodded vaguely at him, and he stood up, snagging her hand and pulling her up and against his chest. He felt her shudder against him and relax slightly.

"Beverly, how much of your reluctance is about what happened? About having to tell him about…". He felt her stiffen against him. "Will you at least talk to Deanna…"

Her voice was muffled against his chest. "I'll think about it, okay?"

He realised it was as good as he was going to get for now and he kept his arm comfortingly around her waist as she accompanied him to the door.

—-

"Computer, location of Dr. Crusher." There was an abnormally long pause.

"Dr. Crusher is currently located on Deck 12."

"Computer, specify location of Dr. Crusher."

"Dr. Crusher is in transit. Deck 12."

"Computer, change turbolift destination. Deck 12."

"New destination acknowledged. Deck 12."

He hadn't been planning on taking the long route back to his quarters as he admitted to himself that he occasionally did. He had rounded off a brutally exhausting day with a communication from headquarters that had taken far longer than necessary, and he was more than ready to retire for the evening with a cup of tea and maybe a chapter in the novel he was currently reading.

However, when he'd entered the lift, he hadn't been able to resist querying the computer for Beverly's location, something that he would have never allowed himself to do only a week previously.

Ever since their experience together on Kesprytt several days ago, he'd been searching for a way to assuage her fears about developing a relationship between them. It wasn't that he didn't share her fears, just that he was convinced that the risk was worth finally fully exploring what lay between them, what had lain between them for decades.

Never in his wildest imaginings had he ever allowed himself to believe that she might have feelings for him beyond that of their close friendship, that she might love him. To discover that she did, that she had been in love with him for years…. Was humbling and overwhelming. Yet she was resistant to exploring that connection, and he couldn't really blame her.

She was the only woman he would ever again consider a relationship with while serving as her Commanding Officer. He'd been unable to make the necessary concessions for Nella during their brief affair. He hadn't been willing to risk the conflict of interest and potentially compromising his position and reputation as Captain in order to be with her long term while serving together.

It was unsurprising that they had eventually found their long-distance relationship untenable and had mutually ended their brief affair several months ago. Picard sighed heavily and leaned against the side of the turbolift in an uncharacteristic show of fatigue and frustration.

Beverly, he reflected, was fundamentally different. He would do anything, make any concession necessary to embark on that journey with her. Anything. However, she was not, he thought somewhat irritably, making it easy for him to communicate that fact to her.

She'd been especially distant the past three days, keeping him at bay. He'd invited her to breakfast tomorrow morning and received a non-committal response.

As the turbolift slowed he reflected upon how truly at a loss as to how to proceed he was. The fact that he was now resorting to arranging "accidental" meetings around the ship…

He understood that the collapse of his love affair with Nella probably had its part to play in Beverly's reticence. No doubt she looked upon that relationship and saw the probable failure of their own. She didn't understand how the two situations were fundamentally different.

That is what he had to figure out how to overcome, but in order to do so he had to actually spend time with her outside their professional roles and daily breakfast, which often revolved around a rehashing of ship's business or the latest gossip in Sickbay. And he hadn't even yet succeeded in getting her to come to breakfast.

His mind ruminating on ways to reopen the conversation she had effectively quashed several nights ago, after the Kesprytt mission, Picard exited the lift, started down her corridor and ... stumbled to a halt as he caught sight of her standing just inside the threshold of her door. He stood rooted in place, gaping at the unexpected tableau now in front of him.

Beverly was propped up against the frame of her door, her body somehow tense as she looked up into the face of First Officer Will Riker. Picard immediately took note of the proximity of their bodies, how her hips were shifted subtly, angled towards his.

He reflexively tried to tell himself that this was nothing more than his imagination conjuring up something where absolutely nothing existed, that they, Will and Beverly were friends, close friends, not close like he and Beverly were close. Had been, like they had been close.

All of these thoughts chased each other through his mind distracting him with reassurances until Beverly shifted closer to the Commander, once again drawing his attention.

Murmured words reached his ears, but he couldn't quite make any of them out. Probably wouldn't have been able to process them even if he had been able. Will's hands cupped her face, his head dipped down towards Beverly's as he murmured something that Picard couldn't decipher.

Beverly's arms moved up Will's chest, her hands fisting the material of his uniform tightly. Riker bent his head and captured her lips gently. This was not a platonic kiss. His lips released hers softly and he brought them to her forehead, lingering there.

As Picard watched helplessly, recoiling almost completely back around the corner, Riker spoke again, but Beverly shook her head and kissed him softly.

"Are you sure you don't need me to stay…" Will's voice was clearer now.

"Yes, I'm sure," she responded. "I have Alpha shift tomorrow. I need to check on an experiment in the lab before I report for duty and… and there's breakfast…. I'm going straight to bed."

Will leaned down and softly captured her lips one last time in acquiescence before withdrawing.

"Good night, Will."

"Night."

Picard felt lightheaded, his head filled with a rushing noise, some emotion dumping itself into his stomach and his veins. A metallic taste filled his mouth. There wasn't a single thought in his head as he stood there, incapable of moving, watching as Beverly slipped back into her quarters.

Riker moved away from her door, thankfully not towards the ship's Captain, who now stood motionless in the middle of the hallway.

How he made it back to his own cabin he had no idea. He didn't know how long he'd stood just down the corridor from Beverly's door, staring at the spot where Beverly and Will had disappeared, before he shook himself back to awareness and fled in the opposite direction.