So I'm takin a little break on my other stories. No worries, I'm not quiting, just giving myself some time to work on my story lines and get some chapters written out. I got the Danielle Peck CD a little while ago, and this song just made me think of Liv and Elliot...so I decided, as much as I try not to do song fics, this one needed to be done. So here you go...this is a one shot, so keep that in mind...but don't forget to review!

Set several months after Kathy left Elliot ( a season or two ago when everything was so tense between them)...the divorce is final.

Song is "Only the Lonely Talkin'" by Danielle Peck. Though I would love to be able to take the credit for right a song so perfect for Elliot and Olivia, I cannot. It is not mine.


Only the Lonely Talkin'

It was a little after midnight when Olivia heard a knock at her door. Rousing herself from her semi-asleep state, she slowly made her way to the door, opening it to find her partner standing in front of her. The look on his face was one she'd never seen before, one she could not name.

"Hey. Did I wake you up?" He looked up, smiling sheepishly.

"Nah, I was just dozing in front of Leno." She answered, holding the door open wider. "Come on in." He walked past her into the apartment, wandering somewhat nervously instead of sitting down. "Is everything okay El?"

He looked up at her, as if momentarily startled by the question. "Hmm? Oh, everything's fine." He sat beside her on the sofa. "Just wanted to check in on you, and-"

"El? It's after midnight...what's going on with you?" Olivia asked in concern, watching his face for signs of a problem.

Elliot sighed. "Nothing, it's just-" He shook his head. "Nevermind." He stood, moving away from the couch and walking over to her window to stare out.

"El? Come on. Don't do this."

"Do what?"

"Shut me out. You come over here in the middle of the night, for God knows what reason, and then won't talk to me about what ever's bothering you." Olivia answered in exasperation.

"My apartment's so damn empty." Elliot stated dryly.

"Oh." Olivia wasn't sure what else to say.

"Forget it, it's late, I'll just go." Elliot said suddenly, moving towards the door.

"Wait!" Olivia jumped from the couch, stopping him before he reached the door. "You don't have to leave El."

"Liv-"

"You can stay. Crash on my couch if you want to." She told him, gently leading him back to the couch and pulling him to sit down. "We can watch a movie."

"Are you sure? I feel kind of stupid doing this."

"I'm sure, and don't." She assured him, standing up from the couch to open a drawer beneath her television. "What movie do you want to watch?"

"Doesn't matter. You can pick." He told her, relaxing against the couch and throwing an arm across the back.

"Comedy? Musical? Romance? Action?" Olivia rattled off choices.

"I don't care. Pick your favorite." He smiled as he watched her sift through her DVD selection, finally pulling out a case. "What'd you choose?"

She smiled and held up the box. "Rent." She set up the DVD player, pushing play before coming to sit beside him on the couch. They started out a respectable distance from each other, but as the movie went on they drifted closer together, with Olivia sniffling into Elliot's shoulder as Collins sang "I'll Cover You" and Mimi sang "Goodbye Love," Elliot's arm wrapping around her and pulling her into his side. As the movie ended, they found themselves sitting in comfortable silence, Olivia snuggled into Elliot's side with her head resting on his shoulder. His hand was rubbing up and down her arm slowly.

Your baby blues
Looking at me tonight
In a brand new light
What a surprise
Was a time when I would have given anything
For you to look at me this way
But as your friend I've got to say
Maybe we should wait
When you say you're over her
I want to believe it
But we both know...

"Liv?" Almost reluctanly, she pulled her head up from his shoulder to look at him questioningly.

"Hmm?" Anything else she was going to say was lost at the look in his eyes. He was studying her face with a quality she could have labeled as longing gracing his handsome features. When he said nothing, she whispered, "El?" Slowly his hand came up to cup her face, his thumb smoothing over her cheek. Her lips parted on a gasp as his thumb brushed gently over them. She could say nothing, do nothing, but close her eyes as he lowered his head and brushed his lips softly over hers. She moaned softly, and he kissed her again.

It's only the lonley talkin'
Wanting, me to keep on holding you this way
Baby, you know i want to
But I've got to be sure
It's not only the lonely talkin'

"Oh Liv."

"God El." She murmured, her mouth opening on a moan as he deepened the kiss. One hand cupped her face, pulling her closer to him as his other hand wrapped around her waist. His tongue swept into her mouth as they slowly leaned back against the arm of her couch, her body under his. She gasped as his lips left hers, and arched her back as they made their way down her neck, sucking and kissing, and sending shivers down her spine. She grasped the back of his shirt as he continued down her chest, peeling her tank top from her shoulder, setting off warning bells in her mind, through the haze of arousal. "El. Stop. Elliot!" She reluctantly pushed him off of her, pulling her shirt back into place.

"Liv? What's wrong?" He asked in confusion.

"This Elliot. This is wrong."

"Liv." He nearly begged. She'd never looked so beautiful to him as she did in that moment, her lips swollen from kissing, hair mussed by his fingers, and breathing heavily as she tried to pull herself together.

"No, this is wrong Elliot." She said again, more steadily, as she retreated to the other side of the couch.

"Why is it wrong Liv? I want you, you want me-" He reached to touch her leg.

Yanking it away, she stood and paced away from him and the couch. "No El. I want you. You want company." She told him, sadness lacing her words.

Elliot sank back into the couch, his head in his hands as guilt swept over him. "Oh my God. Oh Liv." He choked out. Olivia turned from the window to look at him when she heard the pain in his voice. Swallowing the ache in her chest, she went back to the couch, sitting beside him and allowing him to pull her into his arms, hugging her tightly to him.

It would be easy for me
To lie in your arms tonight
Oh but in the morning light
Would it be right
Cause I want all of you
Not just a part of you
So tell me...

Is it only the lonley talkin'
Wanting, me to keep on holding you this way
Baby, you know i want to
But I've got to be sure
It's not only the lonely talkin'

She rested her head on his chest, her hand making soothing circles on his back. Slowly she felt him pull back.

"I'm not sorry Liv." He whispered, and she colored slightly.

"El-I" She started, but he interrupted her.

"I'm sorry for my timing." He clarified. "I'm not sorry for kissing you." She blushed again.

"Me neither." She whispered with a soft smile.

"I miss you, Liv. Things have been so weird between us, I guess just wanted to be us again." He told her honestly.

She laughed softly, "And when did we ever do that?"

"Just because we never did it, doesn't mean I never wanted to." His voice was raw with emotion, wiping all traces of laughter from her face.

"Oh El, I-" She stammered.

"I love you Olivia," He took her face in his hands, looking her in the eyes as he confessed. "God help me, I love you."

She gasped, tears filling her eyes as she tried to look away, his hands on her face restricting her retreat. She closed her eyes, breathing deeply. "I love you too Elliot," she murmured so softly he thought he had imagined it.

"Liv?"

"I love you too Elliot. I have for a long, long time." She confessed softly, and he promptly kissed her. When it began to deepen she pushed him away again. "It's still wrong El."

"But Liv-"

"I don't want you to regret it. Regret us."

"I could never regret loving you Liv." He promised her.

"Maybe not, but the timing is bad. I don't want us to regret doing this. I don't want to wonder if it was really me you wanted, or if it was just the fear of being alone. I want to know I have all of you Elliot, not just your body." She placed her hand on his chest, directly over his heart, and looked him in the eyes.

Baby we've got time
To make this thing right
But right here, right now
Tonight...

He nodded, "Okay," he kissed her forehead. "God help me, I still want you." He groaned.

"And you'll have me, eventually." She kissed his lips chastely, standing and offering her hand to pull him from the couch. "Until then, lay with me?" She asked innocently. He smiled and took her hand, following her to her bedroom. Climbing under the blankets, she spooned her body into his, snuggling back into him and wrapping his arms around her middle. "I love you Elliot."

It's only the lonley talkin'
Wanting, me to keep on holding you this way
Baby, you know i want to
But I've got to be sure
It's not only the lonely talkin'

"I love you Olivia."


A/N: Wow, so that was harder to write than I thought it would be. Let me know how you like it!