Disclaimer: Ben, Margene, Bill, Barb, Nicki, and any other characters mentioned here are property of HBO, etc. No copyright infringement is intended.

Author's Notes: Finally! I've had this thing sitting around my hard drive for quite awhile, so its a relief to have it finished and posted! I think it turned out really well, too. And just in case you missed it, I want to point out that the pairing for this story is Ben/Margene. Hopefully, if you watch this show it means you're not the type that's easily squicked out, but I just don't want any surprises. And now, on with the show!


Once upon a time, Margie was just another petite brunette teenager. She wasn't the smartest student in her classes, or the fastest runner on the track team, or the most gorgeous girl on the cheerleading squad, but she had more friends than she could count. People called her bubbly, vivacious, charismatic. Once upon a time, that meant something. She was never lonely, and never alone.

She doesn't think it means much nowadays. The pouty lips and slightly whiny voice that used to have boys at her beck and call now only get sighs of annoyance from Nicki and Barb. She doesn't have that life anymore; she doesn't have boyfriends to date or girlfriends to gossip with or parties to go to. Part of her knew what she was giving up when she agreed to become a part of Bill's family, but she didn't realize just how lonely of a life it was. Margie has always been a people person; she needs to be able to have that human connection as much as possible in her life. Bill was older and more experienced and oh so exciting and deep down she really does love him. But sometimes she wonders if that love is worth all she's lost.

Bill is with Barb at some sort of Copper Mountain function tonight. Nicki is at Juniper Creek visiting her father, Teeny is at the school's good attendance lock-in, Ben is off somewhere with Jason, and Sarah has taken all four of the boys to spend the night with Heather and her two younger brothers. Even Pam and her husband are out to dinner for their anniversary, leaving Margie alone in a house that's not really a home.

She has leftovers for dinner and watches a movie before the boredom really starts to settle in, and within the next five minutes she's polished off several glasses of wine. She wanders through the living room, kicking Aaron and Lester's toys out of the way and stumbling over a few that she thinks probably belong to Wayne and Raymond. In the far corner of her mostly-unfurnished living room sits a stack of cardboard boxes, still sealed shut with packing tape. The top two are labeled "Kitchen" and "Dining Room" in Barb's meticulously neat handwriting. But the bottom-most box simply has her name scrawled across it in black magic marker. With a faint smile, Margie hefts the other two boxes out of the way, sliding gracefully into a cross-legged position on the hardwood as she attacks the tape with her fingernail, slicing it straight down the middle.

Inside the box Margie finds a jumbled mess of relics from her glory days. With a teary-eyed smile, she gently disentangles medals and trophies, polishing them against the sleeve of her sweater and setting them in a row in front of her. Farther down into the box she finds envelopes of pictures, yearbooks, CD's, her graduation tassel. She spreads these all out on the floor as well, feeling a slight weight lift from her chest as she does so. This is who she is. Or maybe it's who she was; either way, the reminder is comforting, like a strong arm wrapped around her shoulders. Margie brushes the tears from her eyes and feels her smile grow wider.

Still left in the box are some of her old clothes; blue jeans, halter tops, miniskirts, all in some form of form-fitting, brightly-colored, or low-cut. She still manages to sneak a few favorites in from time-to-time, but the looks of disapproval she gets from Nicki and Barb make her refrain more often than not. But right now, there's no one here to see her, and the allure of breaking the rules is quite strong. In the sanctity of her living room, Margie slides out of the itchy wool sweater and stiff khaki skirt, immediately feeling more free. She kicks the discarded garments to the side and slips on a black wife-beater with the Rolling Stones logo emblazoned across the front of it. Smiling, she smoothes it over her stomach, then reaches for a pair of jeans - the ones with the rhinestones sprinkled across the back pockets. The denim slides easily up her calves, but when it reaches her thighs it meets resistance. Margie hops and tugs, and the material stretches thin across her skin. But try as she might, she can't get the button clasp to fasten around her waist.

Margie yanks harder, and harder still, until she rips the button clean off. It goes sailing across the living room, bouncing off of the far wall with a soft ping and landing on the hardwood floor, rolling to a stop at her bare feet. The tears rise to her eyes once more, threatening to spill down her cheeks, but this time Margie throws her head back defiantly, blinking them away. She strips out of the ill-fitting jeans and drops them on top of her skirt and sweater. She randomly chooses a CD from the box and pops it into the player - soon, the sounds of Foreigner fill the living room. The smile returns to Margie's face as she begins to dance to the beginning strains of "Hot Blooded".

She used to dance all the time - in the middle of a darkened dance floor, smiling through sweaty clumps of hair sticking to her cheeks, surrounded by a circle of friends who moved as one to the beat. She closes her eyes, imagining the flash of timed strobe lights, and she can literally feel the moment that she lets go. Bill is not in control of her; Barb and Nicki are not in control. The music is in control of her body and she willingly surrenders, twisting from the knees and shaking from the waist, her arms flying out around her in wide, crazy circles.

A noise from behind her elicits a terrified shriek from Margie, and she spins around to find Ben standing at the sliding glass door, his eyes wide. He's dressed, as always, in athletic shorts and a long hoodie, his hands fidgeting nervously in the pockets, his breath revealing patterns of finger-marks against the glass. Margene smiles.

"Benny, come in - stop lurking out there like a creep, you scared the hell outta me!" The corner of his mouth twitches upwards like it always does when she swears, but his hands remain in his pockets. Margene sighs, crossing the kitchen to open the door for him. The tile is cold against her small, bare feet. "Seriously - come inside or go home. You look like a pedophile just standing there and staring." Ben rocks back on his heels, and for a second she thinks he's actually going to go back to Barb's house, but then he ducks under her arm and comes inside, leaving her to slide the door shut behind him. Though there's a high fence surrounding the backyard of the three houses, Margene feels suddenly self-conscious, and pulls the blinds closed. When she turns to look at Ben, his face is red and he's staring down at his shoes, muddy and ridded with holes. "What, did Jason finally get tired of you?" she teases.

"We got in some dumb argument," Ben admits. "We've been doing that a lot lately. He's just..." Ben trails off, shrugging his shoulders. "I dunno," he mutters eloquently. Margene wanders over to the refrigerator to get something to drink. She scans the shelves, seeing the boys' milk and juice, some soda, and a few of Bill's beers.

She takes a beer.

Margene feels Ben's eyes on her as she expertly twists off the cap, but as soon as she turns her head, his gaze drops back to the floor. She lifts the bottle to her lips to conceal her smile. "Want anything?" she asks. He pauses, blushes, shakes his head. Margene stifles a laugh. Beer in hand, she closes the refrigerator and sashays back over to him, reveling in his discomfort. "Wanna talk about it?" she asks. He raises panicked eyes to meet hers. "Jason," she clarifies. "Do you want to talk about Jason?"

"Only if you...geez. Put some clothes on. Please." Margene laughs - not her usual, high-pitched giggle, but a low, throaty chuckle. She takes a step forward.

"Why?" she teases deliberately. "Am I making you uncomfortable?" Ben chews on his bottom lip but doesn't answer. Margene finishes the beer, feeling slightly light-headed as the alcohol combines with that of the glasses of wine she's already consumed. She blames this slightly-drunken state she's in on what happens next.

Margene stands up on tip-toes, winds her hands around Ben's neck, and presses her lips to hers. If he puts up any sort of resistance, she can't see or feel it, because his hands come out of his pockets almost immediately to grasp her tiny waist, thumbs sliding under her tank top. Margene starts to walk them backwards, which is ridiculously awkward considering the height difference, but Ben soon takes care of that; he hauls her up against him, her little legs wrapping around his waist, and he carries them into the living room. They fall onto the couch with a dull thud, Margene on top.

Her fingers search blindly for the zipper of his hoodie, and brush against his crotch instead. He's hot and hard against her, and flinches at the touch. When she finds the zipper, she undoes it, pushing his hoodie over his shoulders none-too-gently. Beneath it she finds a white undershirt, too thin to conceal a well-defined chest and two small, flat nipples. Margene slides her hands underneath it, pinching them, and he gasps, arching up against her as she slides the shirt off completely.

His chest is smooth and hairless, and she kisses her way down it, loving the feel. Bill is covered with crinkly brown hair that tickles her lips and skin. Bill crushes her to him, covering her tiny body with his own, but Ben lies passive beneath her, hands stroking her back, her thighs, letting her be in control. She sits straight up, straddling his lap, and pulls her tank top over her head, tossing it across the room. Her bra soon follows, and Ben's eyes widen at the sight of her bare breasts. Margene grins and sinks back down on top of him. She rolls them so that they're laying side-by-side and kisses him again, toying with the waistband of his boxers. Ben's hands flap helplessly, unsure where to settle, so she takes them and guides them to her breasts, letting her lips and tongue assure him that it's okay to touch her. He gives them an experimental squeeze and she responds with a moan. Encouraged, he begins massaging them in his wide, callused palms, thumbs flicking over her already-hard nipples. Margene grabs him by the back of the neck and yanks him forward, opening her mouth to him as wide as she can manage.

It would be clich├ęd to say that Ben makes her feel young again, or that he makes her feel alive. She's really not sure what she feels as they slowly grind against one another on the couch, underwear still providing that last inevitable barrier. But she knows that she doesn't feel like a baby-sitter. She doesn't feel like a cook, or a mother, or a sister-wife, or a flabby, past-her-prime housewife. She feels accepted, wanted

She feels like herself.