DISCLAIMER: I own nothing. Characters belong to Dick Wolf, lyrics belong to Jimmy Wayne.

A/N: This was another songfic I debated putting up, but here it is. Tell me what you think!

And for those of you reading Don't Think... don't worry! ;D There's still a lot to come. I just took a break.

Elliot grabbed Olivia around the waist and pulled her to the side of the room.

She was so pretty, he thought. Standing there, smiling at him, holding a martini in one hand. Her silky black, spaghetti strap dress showed off her curvy body.

"What is it, El?" she asked.

Elliot kept a very serious face while he said, "I don't like the way he's looking at you, the way that he's making you laugh."

"What's wrong with him?" Her joy filled voice started to become more serious.

"He's too forward, Liv. He's just trying to get in your pants."

"He's not, El. He's a nice guy. I like him," she said. "I can flirt with who I want to, I don't need your permission, Elliot."

Do you remember the day I turned to you and said
I didn't like the way he was lookin' at you, yeah
And how he made you laugh

You just couldn't get what I was sayin'
It was my imagination

"Liv," he tried to explain to her.

"Sorry, El," she said sadly and walked away, back to the man she had been talking to before Elliot pulled her away. She immediately looked happy and as if nothing had just happened.

Elliot sighed deeply and watched her talk and laugh with him. His heart broke a little as he watched her with him.

Elliot stood at the peer, leaning against the railing. He watched the sunset make the sky look like a painting, the silhouette of the Statue of Liberty outlined by the red sky and the reflection of the sunset in the water. He sighed, trying to keep himself calm.

How could she have? She had gone off with that man from the party, gone to the Statue of Liberty with him to watch the sunset. He sighed again, thinking about them, being together, watching the same beautiful sunset that he was watching. Alone.

He pictured them. His stood behind her, his hands loosely around her waist, his head on her shoulder. They were kissing gently and passionately.

Elliot dipped his head, getting the picture out of his mind. He wanted to be the one holding her over there, he knew it should be him holding her over there.

So do you believe me now?
I guess I really wasn't that crazy
And I knew what I was talkin' 'bout
Every time the sun goes down
He's the one that's holdin' you baby

Yeah, me I'm missin' you way across town
So do you believe me now?

Elliot thought back to that night. Him and Olivia had gone to the party together, not having anyone else to go with. They promised that they were going together, as just friends.

In the beginning, they had stuck together, not knowing anyone else there. They looked like an awkward couple on a bad date. He smiled at that thought.

He had watched them for thirty minutes, talking, laughing, and drinking. Why had he let it get as far as he did? He could see what was happening between them, him and her, and watched them for too long, letting her fall for him.

Elliot knew that he could have been that man, that he should have been that man. They had been best friends for years, and he had secretly loved her for all of those years. And if he had just slipped in sooner, maybe it would have been him.

I'm kickin' myself for bein' the one foolish enough
Givin' him the chance to step in my shoes, oh
He was bidin' his time when he saw our love was havin'
A moment of weakness, he was there between us

Elliot looked up. He could see the ferry loading, bringing people back across. They would be here in a moment of minutes. He thought maybe he should leave, not let her know that he was there just thinking about her. But he couldn't move, he didn't want to move.

Ooh yeah, I bet now you see the light
Ooh yeah, what's the point in being right?
When I'm the lonely one tonight

When the ferry began unloading, Elliot watched for Olivia and her date.

Then, there they were, hand in hand, smiling at each other. They kissed and parted ways. Olivia began to walk towards Elliot, not knowing he was there. She looked at her feet, in strappy black high heels, and smiled as she walked.

She was so beautiful. Her loose black dress shimmered in the fading light. Her earings swung as they sparkled. Her long copper brown hair was pulled back into a loose bun, strands of hair falling out, shaping her beautiful face. Her olive skin looked so soft.

As she drew closer to Elliot, she looked up, seeing where she was going. She nearly passed him, too. She nodded at him as she began to walk by, not seeing who he was through the golden sunset. Then she stopped, she noticed him.

He didn't say anything, he didn't move, he just looked at her, a hurt look on his face.

"El," she said, surprised. "What are you doing here?"

"Waiting for you."


"Do you believe me now?" he asked.

"El," her voice sounded sad and hurt.

So do you believe me now?
I guess I really wasn't that crazy
And I knew what I was talkin' 'bout
Every time the sun goes down
He's the one that's holdin' you baby

Yeah, and me I'm missin' you way across town
So do you believe me now?

"It should have been me, Liv," he said, looking down, scratching the tip of his thumb with his other thumb.

She was quiet for a minute, not knowing for sure if she had heard him correctly. He didn't dare look up at her. "What?" she asked softly.

"I should have been over there with you, Liv. Not him. It should have been me holding you." He still didn't look up at her.

"Oh, Elliot..." she said just as softly, with a little more joy in her voice.

He finally dared to look up at her. Her gorgeous brown eyes had begun to tear up and the smile on her face mad her the most beautiful thing on the earth.

Yeah, so do you believe me now?
Yeah, every time the sun goes down
He's the one that's holding you, baby
Yeah, and me I'm missin' you way across town
So do you believe me now?

She fell into his arms, smiling and nuzzling her way under his chin. He held her gently, surprised for a brief moment. Then he smiled, too, pulling her even closer.

She had never let Elliot know either, but she loved him just as much as he did. All these years, they'd been keeping from each other. "I love you, El," she whispered gently.

He smiled and let out a relieved sigh. "I love you, too, Liv."

He kissed the top of her head, inhaling her sweet lavender sent. She nuzzled closer to him.