The fanfic takes place after the third season finale, where Richard and Caroline kissed. Ok, enough small talk, here it is:

Beauty or the beast?

Two very different people,
too scared to get along
Till two hearts beat together
underneath one sun
One very special moment
can turn a destiny
And what some would say
could never change
has changed for you and me

Richard woke up from his sleep and smiled as he found himself on the couch in
Caroline's apartment. The beauty of the situation was overwhelming. The
sun was filling the apartment this early winter morning, making the already so bright
apartment even brighter. But the most important thing though, was the person sleeping peacefully beside him, head leaning against his shoulder, hand resting on his thigh.

*Sleeping beauty*, Richard thought.

They had sat on the couch the night before, talking for hours. Caroline had fallen
asleep, and feeling so at home having her close to him, Richard had soon drifted off as well.

Waking up beside her now, fully clothed, he wasn't the least disappointed that he
hadn't made it to the bedroom the previous night.

*Everything's got its place in time*, he thought. He continued to ponder: *I wonder if
that smile on her face is because of me?*

He put his arm around her and as he did that, she opened her eyes slowly.

"Oh, sorry, I didn't mean to wake you up," Richard whispered. "You go back to sleep."

"No no, I've had plenty of sleep. At least--" she looked at her watch. "--four hours..." she said and smiled.

"Do you want breakfast?" Richard asked, but didn't wait for an answer before rising
from the couch.

"Yes please," she said.

Richard was already in the kitchen, looking through the cupboards. He realized he had no clue where everything was.

"You can call me weird, but I usually keep the food in the fridge," Caroline teased.

"Very funny. I wasn't looking for food, I was looking for a candle and some matches."

"Oh. Well, I prefer just a sandwich for breakfast."

"Well aren't we funny today," Richard said sarcastically.

"I'm just happy. Anyway, I don't think I have any candles."

"What? Then how am I gonna make you a romantic breakfast?!"

"Romantic breakfast? That's so sweet! I think you deserve a kiss for that," Caroline said smiling.

She rose from the couch and walked over to where he was standing in the kitchen.
Richard put his arms around her and drew her as close to him as he could. He marveled at how incredible the warmth of her body felt against his own. Caroline put her arms around his neck and tilted her head while moving it closer to Richard's. They kissed for a long time, and then Caroline put her head on his chest. They stood like this for a couple of minutes, maybe enjoying this more than the kiss. Then Richard said something he might not have said before. Or if he had, he hadn't known what it really meant.

"I love you," he said gently. These were words that would come to haunt Caroline
forever, always echoing in her head.

She looked up, looking a little surprised. She couldn't believe this was her awkward,
uptight colorist saying these words. What had changed him into such a warm,
emotional person?

*Have I?* Caroline thought.

She looked deep into his eyes. She could've been lost in them forever, because they
seemed to be sparkling and she was at once mesmerized. She couldn't quite determine
how, but she knew that she hadn't seen Richard this way before. Well, except for last
night when they had been talking on the couch. It was as if his whole body radiated joy
and love. And just for her.

"I love you too," she said.

They stood embracing each other for a few more minutes before grudgingly letting go.

"What do you want to eat?" Richard said softly.

"Why don't we go to Remo's?"

"Why? Wouldn't you rather have a private breakfast here at home?"

"No, let's eat at Remo's." When she saw that Richard seemed everything but excited, she started smiling and seductively said "They have candles there."

"Admit it, it's just that you don't have anything edible in the whole apartment, isn't it?"

Caroline smiled. "Sometimes I wish you didn't know me so well."

Richard didn't answer. He just smiled, took her hand in his and then they walked out the door.

Richard and Caroline were sitting across from each other at a small round table.
Richard's hand was casually on Caroline's and they had just finished breakfast.

"I need to go to my and Julia's old apartment and pack my stuff today," Richard said.

"Okay. Where are you going to stay?" Caroline asked curiously.

Richard grew quiet. He didn't have an answer to that question.

"Um, I guess I haven't thought about that... It might take me weeks to get a new

Caroline lit up. "Move in with me," she said.

"What?!" Richard didn't believe what he was hearing.

"I said move in with me. I love you and nothing would make me happier." She put her right hand over Richard's, which was already over her left hand.

"But...don't you think it's a little fast? I mean, I'd love to, but what if we just mess
things up? I wouldn't survive." Caroline noticed that he looked very vulnerable as he
said the last words.

"We've spent every day together for the last three years. I think we would've known by now if we couldn't stand being together," she said.

"Yeah, I guess you're right. Then what are we waiting for?!" Richard said and smiled
widely, suddenly a lot more confident.

"Great! Now go pack your stuff. I'll be waiting in our apartment," Caroline said,
emphasizing 'our'.

"You know, it might take a few hours to pack all my stuff and get it over to your
apartment. I need to go a few errands first too."

"Oh, OK. But then why don't I come by the apartment later so I can help you carry and then we'll have lunch?"

"Yeah, sure, sounds great! I'll see you later then."

Richard rose up from his chair and bent down to kiss Caroline, and then left.

Richard and Julia's, a couple of hours later:
Richard entered the apartment, and didn't realize until after he'd opened the door that it had been unlocked.

"Julia!" Richard exclaimed as soon as he entered the apartment. "What...I thought you
were in Rome!"

Julia was sitting quiet on the couch with a glass of wine in her hand. At the table in
front of her was a half full bottle of Chianti.

"Ah, Richard! I had a feeling you would come here today to get your stuff."


"And...I took a plane to New York to talk to you."

"About what? I thought we were finished with each other."

"No," Julia said and rose from the couch and started walking towards Richard. She was obviously a little tipsy. "I never got a chance to say anything yesterday. You were the only one talking."

"So say it now," Richard said without moving a muscle.

"I'm sorry I have been so jealous of you and Caroline. You can continue working for
her. Just please come back to me!"

Richard was surprised. He hadn't seen this side of Julia before. Her voice trembled
slightly as she spoke. Maybe she was really serious?

Richard sighed.

"Julia, you don't understand. The problem between us can't be solved like this. It
doesn't help if you beg. Our problem is that I'm not in love with you." He paused for a moment. "I'm in love with Caroline."

"But I need you! I never thought I would ever fall in love for real. Love was not for me. But I know what it is like to be in love, to suffer---"

Tears started falling down her cheeks and Richard took her in his arms for consolation. She sobbed loudly for a while until finally calming down a little. Richard rubbed his arms up and down her back, as if comforting a child. When her breathing was back to normal, she dried her eyes and looked up at Richard and suddenly started kissing him passionately. The kiss said everything. It was as if it conveyed all of her emotions to him and he just couldn't help it but to kiss back. He didn't know that Julia could kiss with so much feeling, so much love. They kissed for a long time, until they were interrupted by a voice they both recognized very well.

"Richard!" Caroline exclaimed.

Richard quickly let go of Julia and turned around.

"Caroline! It''s not what it looks like! I just...and she...I didn't know..."
Richard couldn't seem to make any sense.

"It's okay, don't let me interrupt." That was all she could say. Her voice was shaking as she said it, and then she gave Richard a look of incredible sadness and anger. Maybe even disappointment. She turned and left so they wouldn't see the tears starting to stream down her face.

"Caroline!" Richard shouted and ran after her, out in the hallway. "Caroline! Wait!"

He caught her and put his arm on her shoulder to try to stop her. Caroline just shook it off frantically and started walking faster.

"Caroline, you have to let me explain."

"You don't need to explain, I already witnessed it! Once is more than enough." She got up to the elevator and pushed the button. She was standing with her back against

"Please, look at me," Richard pleaded, but she just continued staring into the wall. "I
said look at me!"

"How can I look into your eyes-" she made a quick pause, because she was having
trouble talking due to all the emotions she was feeling. "-how can I look into your eyes after what you just did? How can I let myself feel now, and how can I look into your eyes without feeling?"

"You're not saying this is the end, are you? I love you of all my heart!"

Caroline looked down at the floor for a second before turning around to face him.

"Good bye Richard," she said.

"No, Caroline..." Now Richard was on the verge of tears too.

Caroline ignored it and stepped into the elevator. She turned around, and as the doors closed, she saw tears starting to stroll down Richard's cheeks.

Please don't say I love you
Those words touch me much too deeply
And they make my core tremble
Don't think you realize the affect you have over me
And please don't look at me like that
It just makes me want to make you near me always

Annie's apartment, later:
Annie cradled her friend in her arms to try to calm her down. Caroline had barely
spoken one understandable word since she arrived, so Annie didn't know yet what had happened. She had been able to get the words "Richard" and "Julia" out of Caroline, which didn't really help. Anytime Caroline was sad nowadays, it would always be about Richard and Julia. But this time it had to be something different. She had never seen her friend like this before.

Caroline stopped sobbing and gradually her breathing got back to normal.

She was exhausted by all the emotions and crying.

Annie cautiously said, "Tell me what happened."

Caroline inhaled deeply and sat back on the couch.

"I suppose I better start from the beginning. Richard came knocking on my door late
last night. We talked a little and he said he and Julia had split up. And well, the
conversation ended with the most passionate kiss I've ever experienced."

She looked up at Annie for the first time. She was totally dumfounded and her mouth was open widely.

Caroline continued;
"I asked Richard to move in with me, and he went to his and Julia's old apartment to
pack his stuff. When I came to help him carry, I found him and Julia kissing." Caroline's voice started trembling again as she said the last sentence.

"Oh my God, I'm so sorry... I can't believe he would actually choose Julia over you. I
just thought she was some kind of really bad back-up plan for him."

"You were wrong. I was the back-up plan. He knew how I felt and when it didn't work out between him and Julia, he thought, 'why don't I go sleep with Caroline. She's willing.' Too bad I fell asleep and he didn't get the chance to score."

"Caroline, you know Richard isn't like that at all. He's not Del!"

"Maybe not... You know, just this morning, he said he loved me."

"Well there you go."

"What do you mean?"

"Oh come on, you really think he would say that if he didn't really mean it? I mean,
we're talking about a man who feels awkward shaking someone's hand!"

"Yeah, okay maybe it's a little weird. But Julia will always be his sincere amore."

Both Caroline and Annie gave a jump when someone knocked on the door.

"Who is it?" Annie asked.

"Um, it's Richard."

Caroline sighed and said,
"I'll get it."

She went and opened the door.

"Hi," Richard said carefully, as if afraid she would hit him or something.

"Hi." She went out into the hall and closed the door behind her. "Let's go into my
apartment instead," she said while walking in through her door. Richard just followed quietly. Caroline stopped in the middle of the room and turned to face him. Richard searched her eyes to see what she was thinking, what she was going to say. He felt sick from fear of what might come.

She started speaking;
"I don't know why you're here and all I have to say to you is that we're through." Her
voice was harsh and her body tense as she spoke.

This was what Richard had feared, his worst nightmare had just become reality. He

"Please, you never gave me a chance to explain before! Julia was upset and so I tried to comfort her. Suddenly she kissed me, and-"

"-and...?! Don't you realize I can never trust you again after that! If you loved me you
wouldn't have done what you did! I saw the kiss and God, you enjoyed it!"

"I did not! Please, Caroline, don't do this." His voice was now shivering.

"Richard, go. I don't want you here." She sounded surprisingly firm.

Richard walked up the last meters to Caroline and without a word put his arms around her. As he did this, Caroline couldn't control her feelings anymore and they started kissing. They kissed hungrily and intensely, as if the kisses were food and they hadn't eaten in months.

Suddenly Caroline broke the kiss, loosened herself from Richard's grip and turned her back towards him. Her arms were folded and she was staring down at the floor.


"I can't do this Richard. I know I will always feel like second best to you after what you did."

"But you're wrong Caroline. So wrong..." Richard whispered, shaking his head slowly.

Caroline turned around and put her arms around his waist.

"Good bye Richard," she said as she started crying once again.

She rested her head on his chest, trying to absorb as much of him as possible, for she
knew this was the last time she'd ever feel his body close to hers, or even just look him in the eyes or talk to him. She looked up at him and said, "Even though I was never your first choice, you were always the one I wanted more than anything and I will never forget you."

Richard swallowed hard to try to hold back the tears. But it didn't take long until hot
tears filled his eyes and spilled over, wetting his cheeks.

They stood like this in silence for several minutes, until Richard said,"If there was any way I could prove to you how much I love you, I would do it no matter what. But all I have is words, and apparently that's not enough for you."

He kissed her lightly on the lips, then turned around and left the apartment without a word. Caroline was left alone with her emotions and her tears. And Richard's words from earlier that day echoed in her head;
"I love you."

Please don't kiss me so sweet
It makes me crave a thousand kisses to follow
And please don't touch me like that
Makes every other embrace seem pale and shallow
Please don't come so close
It just makes me want to make you near me always.

When Richard got out into the hallway, he went over to Annie's door and knocked

"Can I come in?" he asked tentatively when Annie opened.


As he walked into her apartment, Annie tried to look at him and sense whether he'd
been successful talking to Caroline or not. It wasn't too hard to understand though, as he looked devastated and his eyes were red from crying. Besides, she knew he wouldn't have come over to her apartment if Caroline had taken him back. Not that she fully knew what he was doing here anyway.

Annie remained quiet and waited for Richard to speak. But he didn't say anything, he just stared off into space. He was feeling numb from the rejection and couldn't really fathom what had happened. Up until now, he had at least had some kind of hope, but now it was so final, so definite.

Everything seemed to be moving in slow motion and his head felt thick from crying. He took several deep breaths to try to regain at least some kind of composure, if possible. He realized Annie was staring at him and tried to speak.

"It's over," he stated. His gaze shifted from the wall over to Annie.

Annie didn't know what to say. She tried with a sympathetic "I'm so sorry," then
moved closer to him and put her hand on his over-arm and rubbed it gently.

Richard seemed to come back to reality just a little bit at Annie's tenderness and
support. He said,"Do you still have a copy of the letter I wrote to Caroline?" His voice
sounded surprisingly strong suddenly.

"Yes, of course. Why?"

"Can I have it? I kinda need it."

Annie didn't question him, she just went over to her bed and lifted the mattress. She
picked out an envelope and handed it to Richard, who pulled out a pen from his coat
pocket and sat down on the couch. He sat there for a few minutes, writing down a long message for Caroline on a paper, which he folded and attached to the envelope.

Richard then rose from the couch and turned to Annie.

"Thank you," he said.

"For what?" Annie asked, raising her eyebrows.

"For everything. For not telling Caroline how I felt, and for being there for me now
and... I never thought I'd say this, but you're a really good friend, Anna Marie."

"Hey, how do you know my real name?" Annie asked.

"Ma told me." Richard smiled teasingly.

"Ah, you can call her Ma. Come here, Richie!" She put her arms out to him and they
hugged, probably for the first time ever.

"I'm leaving New York now, but if we ever meet again...don't call me Richie, alright?"

They smiled at each other. That they teased each other in this situation was like a
confirmation from both parts that it had always just been for fun. That deep down they actually liked each other, even though they might not have realized until this moment how much the other person really meant.

"Richard, you're a great person. You're the kind of man I'd want my best friend to
marry. Even though that doesn't justify what you did..."

"I know, I know. God, I wish I hadn't been such a fool." Seems like Annie had made
Richard upset again, because his voice was now carried a slight fragility. "Well, I guess I'll go now. Take care Annie." He tried a small smile, then turned around and left.

Out in the hallway again, he walked up to Caroline's and shoved the letter under her
door. Then he whispered, a little solemnly;
"Bye Caroline. I love you."

And left.

* * *

Caroline was sitting on the couch with a blanket up to her shoulders, because for some reason the blanket made her feel less lonely. The apartment was completely quiet, Caroline wasn't even crying. She was all cried out and had neither the strength nor the tears to cry any more. Now she was just sitting in utter silence, waiting for---what? For the heartache to disappear? She knew it wouldn't. For her heart to heal? She didn't think it ever would completely. For life to go back to normal? That could never happen now. For life to end? She didn't know. She just counted the minutes that went by, waiting for time to heal, as it was said it did.

Caroline decided to go over to Annie's. She hadn't wanted it before, because she
needed to be alone, wanted to just sit down and cry and don't care. Ever. But after a
while she couldn't stand it anymore and just wanted to do something-anything -to
think of something else than Richard.

Caroline rose from the couch and started walking towards the door. She stopped
abruptly when she noticed an envelope on the floor by the door. She went over to pick it up and sat back down on the couch.

*Oh great, it's from Richard,* she thought wearily. She first read the letter attached to
the envelope;

Dear Caroline,
I can't describe to you
how sorry I am
for having hurt you.
And I'm not going to try either,
because that wouldn't change anything.
I can't change the past,
what I did will forever be etched
to my brain and my heart
and I will forever regret it deeply.

I wrote the letter in the envelope to you
when you were to marry Del.
I know I can't have you,
but I think you deserve to know
that I loved you even back then,
and still do, always.
It's up to you to decide if it's just a
"second-best letter" or not,
and if I'm the kind of guy who would
ever write anything like it
if I didn't really mean it.

I'm leaving New York now,
I can't stay here and be reminded
of you all the time.
I don't know how I'm going to
manage to live my life
without you,
but apparently I have no
other choice.
I will always love you and
I miss you already.

Now the tears came. They really came, all at once it seemed, wetting her lashes and
falling down along her cheeks. Some fell down on the letter, making wet dots all over it. Her whole body was quivering and she had to try hard to be able to breath between the sobs.

With trembling hands, she tore the envelope open and read the letter inside. She had to read it several times to even comprehend what she was reading.

Dear Caroline,
I don't know what I'm really writing,
so please, bear with me.
I know I'm probably violating several rules
of etiquette by telling you this
right before your wedding,
but I have feelings - strong feelings - for you.
I want to be with you.
I want to share your laughter
and wipe away your tears.
If you feel the same way,
and I have any chance at all with you,
come to Remo's as soon as you can.
You may not recognize me,
because if you walk through that door,
I'll have a smile on my face
previously unseen by anyone.
If you're not there by seven
I'll know your answer is no.

Caroline rushed up from the couch and out the door.

"Please, God, don't let him be gone yet!"

Richard and Julia's apartment:
Caroline knocked nervously at Richard's door, sure of that it would be just like after she and Del canceled the wedding, when he was gone by the time she arrived at his

When she got no response, she knocked again, this time louder, and then waited.


And Caroline knocked once again. She knew he would have to come to this apartment before leaving, because all of his belongings were still here.

"Richard, are you there?" she shouted. "Please don't be gone," she said weakly and sank down to the floor, leaning her back against the door. She rubbed her over-arms to try to get a little warmer - she had left her apartment so quickly that she had totally forgotten about putting a jacket on. But that wasn't the only reason she was shivering though.

Caroline heard footsteps around the corner in the hallway coming her way, and she
quickly dried her eyes from the tears that had started to fall anew. She thought it would be really embarrassing if some stranger saw her in that condition. She prepared herself for an excuse in case he asked her what she was doing sitting out in the hallway - she had locked herself out. The person came closer, and then turned the corner-

"Richard!" Caroline exclaimed in shock.

"Caroline..." Richard stopped in his tracks when he caught sight of her. He looked very haggard and weary as he stood there, but Caroline could tell her presence made him a little bit happier. Or maybe even a lot.

"Um, I would like to talk to you Richard." She stood up and motioned to the door to his apartment. "If it's okay?"

He tried to say something, but all he could manage was a simple "Sure." He stood still for a minute, before realizing that she was waiting for him to unlock the door. He fumbled with his hand in his coat jacket to get out the key, which took a little longer than it usually would have. Then he had to aim to even hit the keyhole with it. He sighed in relief when he heard the 'click' and the door opened. They walked into the apartment in silence and sat down on the couch. Caroline noticed that Richard's
belongings were not packed anymore. Her face went pale as she realized what the
reason might be.

"Oh, I see you and Julia decided to try again. Good. Great!" she said, trying to sound
natural and happy for him, but failing miserably.

Richard forced a laugh, looking down at his hands, then said,"No, Julia had such a bad conscience after kissing me, so she offered me the apartment. She's not gonna live in New York anymore, so she doesn't need it anyway."

Caroline let out an air of breath.
"Oh God, I thought you two were back together," she said, unable to hide the relief she felt.

Richard's head shot up.

"You mean that matters to you?" His voice was filled with hope and surprise.

"Yes," Caroline said softly.

Richard smiled - a loving, sincere smile.

"What made you change your mind?" he asked.

"Your letters really made me think. They convinced me of your love and I realized I
could never go on living without you. I still don't know why you kissed her, and you
hurt me badly, but-"

"I'm so so sorry Caroline! The kiss meant nothing. It began with that she started crying, and I tried to calm her down, so I hugged her. Then suddenly she kissed me, and I was so surprised by her behavior...I really can't explain why I didn't just leave, I don't even know myself. It was stupid and foolish and it nearly cost me my everything."

"Richard, it's okay. I know you regret it, I'm already convinced of that. That's why I
came here. I believe you-and I love you." Caroline put her hand to her heart for
emphasis as she said the last three words.

"You can't believe how happy I am you're saying this!" Richard gave her a genuine
smile and hugged her hard. And Caroline started crying again, for the umpteenth time for the past two days, but this time out of sheer happiness.

They held each other close for a long time, before finally letting go. Richard looked at
Caroline and said, "I want to share your laughter and wipe away your tears," before
drying the tears from her face with his fingers. "Do you still want me to move in with

"That would make me a very happy girl."

"So you're not happy now...?" Richard said, tracing Caroline's lips with his fingers.

"Very. But I want to be with you always."

"God, I love you so much!" Richard said and kissed her, long and deep, making amends for shed tears and sleepless nights.