Rafael Barba wasn't quite sure when it had happened but he realized, standing here-outside Olivia Benson's door- that she had become his friend. Quite possibly his only real friend.

Sure he'd been taken with her the moment he saw her. After all, Barba was a man who knew what he liked- what he wanted. But that was just attraction- lust. The moment she opened her mouth she annoyed the hell out of him.

Another righteous sex crimes detective placating the victim whether the case was winnable or not.

But by the end of that first case, he had seen that she was different. After all the years dealing with these stomach churning horrors- Olivia Benson was still passionate about fighting for each and every victim. It wasn't some act she put on to do her job- she knew them all by name, every detail. She knew the law and what it took to win but she also knew that sometimes it was worth fighting for what's right- win or loose.

Rafael Barba found he wanted to work with Olivia Benson- because she would do whatever it took to help him win the case.

At first, Barba found himself posturing with false confidence- like a schoolboy. But eventually, he found more often than not- discussions about cases turned into one-on-one debates between he and Olivia as the rest of the team just listened in. They both knew the law better than anyone else in the room and their mutual quick wit made them the perfect sparing partners.

They always ended up on the same side but finding how to make their case was always easier with Olivia in the room.

Bit by bit, her passion started to rub off on him. He found he wanted to fight for victims because Olivia Benson thought it was right. Even more disturbing to him- he found himself seeking her approval. He found himself constantly looking to her to make sure they were on the same page. When he would hear himself say something especially revolting to or about a victim- Barba couldn't help casting a quick glance in her direction to gauge her distain.

One day though, he guessed it was around the time of the Avery Jordan case, Barba realized Benson had done something to him that he could never forgive.

She had transformed the victims from case numbers into human beings.

He found himself sitting in family court next to her while the custody of Avery's son was determined. Since when did he care what happened after he'd won or lost? Since when did he care this much about the opinions of a detective?

He rarely lost a case before meeting Olivia Benson, because he didn't bring cases he didn't think he could win. Sure, he took difficult cases- he loved a challenge- but always with an ace up his sleeve. Since moving to Manhattan, he found himself taking cases because the victim was worth fighting for.

He had overwhelming respect for her. Everything she'd been through.

After losing his friendship with Alex and Eddie- she was really the last person left that he considered a true friend. Of course he had 'friends'. The kind of friends you play nice with to ensure the future of your career. The kind of friends you go yachting with- or to the Opera to keep your place in the political scene of Manhattan. But real friends- lets face it- he wasn't the most affable guy.

It suddenly occurred to him how pathetic this was. Here he stood, after a personal crisis, outside the door of his only friend. And he wasn't even sure that she would consider them friends. Maybe-she was just the one in the team who was least irritated by him. Maybe, he'd mistaken the empathy that made her so good with victims with friendship.

He'd changed his mind, he didn't want to be here. But he's already knocked. Twice. He hears the lock click open on the other side of the door and freezes.

Olivia swings open the door, Noah on one hip. She looks at him surprised, "Barba?"

Shit, he'd forgotten about the kid. "I'm sorry, I- it's late, I wasn't thinking-" He turns to leave.

She's seen the look in his eyes, he's upset, "Barba, wait it's OK." He waves her off- he's already halfway down the hall. She steps out into the hall after him. "Rafael!" He turns back to her. "Come in here, you didn't come 20 blocks for no reason."

He gives her a sad, apologetic look and starts back towards her door. Noah pipes up- imitating his mother by yelling at him, "Raf!"

Barba quirks an eyebrow at Olivia. She returns an apologetic look, "Sorry, he's in the parroting stage." Barba gives the boy a small smile as he steps through the door behind Olivia. He hates to admit it but he thinks it's kind of cute.

Barba stands awkwardly at the door for a moment before Olivia leads him into the living room. "Take a seat. Looks like you could use a drink."

She sets Noah down in front of some blocks and goes to the kitchen to pour a scotch. Barba sits on the couch, his eyes on Noah but his mind drifting to his abuelita's apartment. Noah seems to take notice of the sadness on his face and attempts to crawl up onto the couch beside him. Barba, unsure of what to do, simply places his hands near the boy in case he falls. Once Noah is on the couch beside him, Barba's panic mixes with curiosity as Noah crawls into his lap and places his small hands on either side of Barba's face. He plants a sloppy kiss on Barba's cheek, "Boo boo?" Barba can't help but smile.

Olivia comes around the corner with two glasses of scotch. "I'm sorry." She hands Barba his glass and then sits beside him and shifts Noah onto her lap instead. "Noah, come here, Mr. Rafael doesn't want to play."

Barba watches the boy snuggle into Olivia. "It's OK. Perceptive little thing, isn't he?"

Olivia smiles down at Noah and nods. When she brings her eyes back to Barba's they're serious and sympathetic. "What's the matter, Barba?"

Barba takes a sip of his scotch and leans forward on his knees looking down into his glass. He closes his eyes, takes a deep breath. "She's dead." He looks back to Olivia- his eyes wet with tears his doing his best to hold back.

Olivia puts her own glass down and scoots closer to him- placing a hand on his back, "I'm so sorry."

Her hand on his back does him in- he looks back to his glass as the tears stream down his face. His voice comes out strangled as he continues to try to hold them back, "I shouldn't have-" he bites his top lip in anger at the tears that keep falling. "I just refused to listen."

"You can't blame yourself for this." Olivia tries to comfort him by rubbing her hand up and down his back.

He finally lifts his eyes back to hers and gives her one of his tight, half smiles, "Can't I?" Barba looks at Liv for a moment then glances down at Noah who's now drifting to sleep in her lap. "She practically raised me. My parents where always working and my father-" He shakes his head again, lets out a sigh- he's not going down that road right now.

"You were trying to do what was best for her, Barba, I'm sure she knew that."

Olivia had been surprised to find him at her door- but when she saw he was upset, she'd assumed it was his grandmother. She knew Barba didn't have many friends but she still felt a bit honored that he'd chosen to come to her with this. She'd come to consider him a friend- she was glad to see he considered her the same. When she thought about it they really had seen each other through quite a lot.

It seemed so few people got a glimpse of the man under those high-priced suits and snappy remarks. But she felt she was one of those few. And right now she could clearly see him- the boy that Rafael Barba once was. A small boy from the barrio- who was "too smart for his own good"- using his quick tongue to hide the fact that he was scared shitless. Scared shitless of the kids down the street. Scared shitless of his father's fists. Scared shitless that he'd never get out.

Rafael Barba had been born with incredible talents- none of which did him much good growing up the smallest kid in the barrio. If anything- his cleverness, his wit, his big mouth- made it worse.

Liv wants to reach out and hug him but she knows it'll probably make him uncomfortable.

Barba takes a deep breath, downs the rest of his scotch. He tries to collect himself, "I'm sorry, this was-" He stands up. "I shouldn't have unloaded all this on you. I'll-"

Her hand on his arm stops him, "It's OK. God knows, you've sat through enough of my bullshit. Not to sound cliché but that's what friends are for, right?"

Barba gives her a small smile. He looks down at Noah- now sleeping in Olivia's lap. He has the overwhelming urge to pat the boy's head but resists. Where did that come from?

"I'll let you get him to bed." He turns to walk out as Olivia stands, cradling Noah.

"Hey" He turns back to her. "You gonna be OK?"

He gives her a nod. "Thanks for the drink."

"Anytime, Barba."

He lets himself out. She lets out a heavy sigh and takes Noah to bed.