Disclaimer: I wish, but no, I don't own the characters/show.

Spoilers: All of aired Season 2.

Author's Note: For lack of a better term, here's some angsty fluff from Olivia's POV this time. Quite an oxymoron, I realize, but I do hope you enjoy reading anyway! Thanks!

Peter Bishop is ticklish, really ticklish.

She wasn't sure who was more surprised when they landed with an almost comical "crash" onto the floor of Walter's lab, but he was the one who'd startled her into tripping on her own feet in the first place, so it only seemed fair that she startle him back.

She hadn't, however, expected the convulsions that nearly threw her off his stomach when she poked his ribs. The reprimand that'd been on her lips for surprising her swallowed as a much more devilish side of her took over, and decided to seize the opportunity that had presented itself.

Apparently he recognized the look the moment it formed on her face, because an alarmed look took hold of his own face as he made a panicked grab for her hands.

Too late.

Her fingers were everywhere, poking and flexing and moving before he could catch up with her. Not that he had the control to try, however, as every new spot she found sent him into a near hysterical laughing fit.

She only finally took pity on her prey after several cries of "Uncle!" and the sight of tears streaming down his face, but no sooner had she relented then did she find herself on her back.

The face of a victorious Peter gazed down at her, and only then did she realize what had occurred.

"My turn," he grinned, but she only smiled back at his confusion when he set about poking her ribs and nothing happened.

"Not ticklish," she shrugged, her smile only widening at his obvious frustration.

"Why am I not surprised?" he rolled his eyes, carefully moving off of her just a second before it would have gotten awkward, something she appreciated because things had been tense enough around them lately.

"The infallible Olivia Dunham, makes sense that she wouldn't be ticklish," he scoffs as he gets up, however, reminding her of just how much they've drifted apart.

She gladly takes the hand he offers despite his words, because while he'd moved to take the brunt of their fall her hip still smarts as she stands. But when he moves to let go of her hand, she holds on.

He looks confused at first, but then there's this hopeful look that replaces it that damn near breaks her heart, and she's suddenly very interested in the inner workings of her boots.

Tightening her grip, however, she somehow finds the courage she needs to face him.

"I'm not infallible, Peter, far from it," she swallows hard, locking her eyes with his, "I'm scared shitless actually."

He smiles briefly at her vulgarity, slowly raising his free hand to move several stray strands of hair behind her ear that'd escaped from her ponytail during their fall.

Inexplicably his fingers entrance her as they move, long and deft, calm and tender as they move her hair back in place, curling as they reach back to tuck themselves under her chin, enticing her to meet his eyes once more.

"What are you scared of, 'Livia?"

She opened her mouth at the same time that Walter burst into the lab with powdered sugar donut in hand, followed quickly by Astrid carrying a pink rectangular box no doubt full of equally teeth-rotting, artery clogging confections.

"Sorry we're late, Son! Apparently it's frowned upon to wonder out loud what the effects would be if a bakery dusted their goods with cocaine instead of sugar. That manager really was upset, though I can't imagine why as I wasn't accusing them of such a thing; in fact, I'd rather enjoy- Oh."

Her cheeks flaming red as Astrid's brows hit her hairline and a knowing grin crept over Walter's face, she slipped from Peter's touch with a swiftness she didn't know she had, mumbling some kind of nonsense excuse as she all but sprinted out the exit doors.