Olivia and Elliot were sitting at there desks finishing the paper work from a case the just closed.

"Elliot, I need to see you in my office." The Captain said from outside his door.

He gave Olivia one of his, 'what did I do now' looks. She just smiled at him.

Elliot walked out of the office, his face red, and eyes teary. He walked out of the station house, not even looking at Olivia.

The Captain came out and looked at Olivia, who was giving him a ,'what the hell just happened' look.

"Go-" He said to Olivia. She grabbed her keys and ran out.

She caught him just as he was approaching his car.

"Elliot! Elliot! Wait!" She yelled. She walked up to him. He was crying.

She pulled him in and hugged him. What happened? she wondered.

He grabbed her tightly, and sobbed in her arms.

"Come on El, I'm driving you home" She said.

He didn't say anything on the ride home. Not even when she almost crashed his car into the car in front of them. She was to busy looking at him. She never saw Elliot upset like this, he wasn't angry, he was sad.

They got to his apartment and sat down on his couch.

"My mother" He choked out, "she died, heart attack"

"Oh my God, El, I'm soo sorry." She moved closer to him on the couch.

He was hunched over hands over his face. She rubbed his back.

"I can't believe this happened. I just…she wasn't that old, you know?" He said looking up at her.

She couldn't speak. She couldn't stop thinking about her own mothers death, the emotions just game flashing back with out warning. Stop it Olivia, this is about Elliot and his mother, not yours.

Tears emerged from her dark brown eyes. "El- I'm sorry I just don't know what to say, except-I'm so sorry." She still rubbing his back. It killed her to see him like this, and not being able to do anything about it.

"It's ok, you being here…it means a lot"

"Can I get you something to drink? Water, juice…beer?" She asked sincerely.

"A beer would be great" He said.

She got up from the couch and headed to the kitchen. When she came back Elliot was sitting up, his face emotionless. She handed him his beer.

"You're going to make me drink alone?" He asked her. As soon as he said it, he saw her hand come around from her back with another beer.

"Never." She smirked. "Now talk to me EL"

"I just don't know what to say, Liv. I'm in shock. Memories just keep going through my head. How am I going to tell the kids…" He asked as he looked up at her and deep into her eyes.

"I---I don't know. You just do I guess" Olivia's heart broke. The thought of Elliot telling his kids that there Grandma was dead really got to her.

"Would be alright if I told them tomorrow? It's already 9, they might be sleeping" He said. They both knew that not one of his kids was sleeping.

"I think that would be fine." She got up and grabbed them another round of beers.

"She was a great mother" He said when she came back.

"I bet she was, I mean look at how well she did with you" she said looking into his baby blues.

A tear rolled down Elliot's cheek. Without even thinking, she softly brought her hand up to his and wiped it away. He pulled her in, and they hugged. He sobbed on her shoulder all night. They ended up falling asleep on his couch, wrapped in each others arms.

When she woke up the next morning he still had his arms around her tightly. She forgot where she was for a minute. Her first thought was, 'fuck, who did I sleep with this time?' When she turned her head and saw Elliot there, she remembered, and was relived.

She pulled his arms gently off of her. She got up and made a fresh pot of coffee. She wrote Elliot a note and left.

Elliot woke up about 15 minutes after Olivia left. He smelled the fresh scent of coffee. "Liv? Liv…where are you?" He said as he got up looking around for her. He walked to the kitchen and saw her note:


I didn't want to wake you, you looked so peaceful. I'll be at the station house, call me when you get up. I'm here for you, always.


How sweet he thought. He was just about to pick up his cell and call her when he heard a knock at his door.

"Hi Elliot" She said.

"Kathy…hi, so I guess you heard" He said looking down at the floor.

"Yeah, your sister called the kids to see how they were holding up" She said in a sort of nasty tone.

"You're wondering why I haven't told the kids yet" He asked, knowing the answer.

"Uh, Yeah"

"Listen Kathy, I was just about to call them. I just couldn't last night…" He said, And just as the words came out of his mouth he saw her glance down at Olivia's note. Shit! He thought.

"You just couldn't last night," She said looking down at the note. "Because you were too busy banging your partner? Jesus Christ!"

"No, It's not like that and you know it"

"Really? How dumb do you think I am Elliot?"

"You-Left-Me! Don't forget that" He snapped

"Yeah well, I think I had every right--it's pretty obvious you guys are more then partners Elliot"

"Nothing is going on between Olivia and Me. Nothing" He said getting heated.

"Nothing, she just spent the night here last night, but yeah…I'm sure nothing happened"

"I Don't have to explain my relationship with Olivia to you."

"Well you just said it all right there" She sighed. She didn't want to fight, his mother just died for Christ's sake. "Look El, I'm sorry, I didn't come here to fight. I just wanted to let you know that I'm sorry about Carol. She was a good woman." She said putting her head down.

He took a deep breath, and looked at her. "Thanks."

"Well I'm going to go. The kids and I will see you at the wake." She started to walk out.

"Wait! You have to know, that nothing is going on between Olivia and I. She came over last night so I didn't have to be alone. We fell asleep that's all that happened, I swear" He said looking her directly in the eye.

"Look El. It's ok. I know you know that I'm seeing someone so why can't you just tell me that your seeing Olivia? Do you think that I would think that you cheated on me with her? Because I Don't. I know you would never do that to me. But you can't tell me that you guys are not in love with each other, because El, It's all over your face" And with that she walked out.

He just stood there, mouth wide open. 'I'm not in love with Olivia, and she certainly isn't in love with me. Yeah were close, but were best friends. Let's face in our line of work, we don't have many friends. I don't think about her like that…ok so yeah maybe sometimes I think of her like that, think of kissing her, touching her…but so what? She's hot, she's more then hot, she's sexy, and beautiful, she's a Goddess, but that doesn't mean that I'm in love her? Oh my God! Am I in love with her?'


"Hey, It's me" he said softly.

"Hey, How are you doing?" She said. The sound of her voice sent a warm sparking feeling through his veins.

"As good as can be. Listen Liv, I'm leaving in about 3 hours to go home…um…." he couldn't get the words out, "I ah…can you…I mean would you mind…It's just I don't want to be alone---"

She cut him off, "Elliot, I'll be packed and ready"

"Thanks…" He said shyly. He hung up the phone and was surprised that he had a smile on his face. He couldn't help it, Olivia did that to him. It didn't last long though. His smile quickly faded when he remembered where they were going. He went to his bedroom and started packing his things.

So many things were running through his head. Times with his mother. She holding him, talking to him. He remembered her bringing him to the park when he was just a little boy. She would push him on the swing for hours.

He pulled up to her building. She was waiting outside. He got up and put her bags in the trunk. He walked up close to her and grabbed her hand.

"Thank you for coming with me Liv, I just can't do this…by myself" he said squeezing her hand gently.

"I'm glad you asked me to come along El, I would have went even if you hadn't though."

"I know." he said with a smile.

She walked around to the drivers side of the car.

"What are you doing?" he asked.

"I'm driving" She said bluntly.

"But you don't know where your going"

"You'll tell me" she smirked and got into the car.

It was about a three hour drive. Elliot talked the whole way. Olivia liked it. Elliot wasn't much of a talker. So when he talked, she listened. She listened to all his stories about his mother. She sounded like such a good mother. Olivia could only imagine what it was like to have a mother like Elliot's.

"I wish I would have known her" She said.

"Me too. You would have like her, and she would have liked you" He said with a twinkle in his eye.

They arrived at Elliot's house. They both got out and Elliot grabbed their bags.

"I'm sorry Liv," he said to her before he opened the door.

"Sorry for what El?" She asked confused

"Oh Jeez, my sisters, lord even knows what they are going to think when they see that I brought you. So what ever they say, I'm sorry in advance" he said with a smirk.

Olivia had no idea what that meant…were they going to hate me? Was it to soon after his split with Kathy for Elliot to bring a girl home? But I'm just not any girl, I'm his friend, I'm his partner. Great now I'm nervous, she thought.