Many thanks to Beta Extraordinaire (AND NaNoWriMo 2011 Novelist!), O'ConnellAboo, whose wisdom, advice, and terrible puns are invaluable and inspiring.

Fringe, the concept and characters, are the property of Bad Robot et al. I'm grateful to play in their timeline!

This was inspired by the look on Peter's face as he watches Olivia walk away (from "The Cure")... and what he might've been thinking. Enjoy!


Chapter 1 – Late in Season 3

Olivia leaned against the wall as Peter opened the door to her apartment with his key. They were both dusty and covered with cobwebs, along with every other kind of grime that accumulates in a long-abandoned warehouse. They'd gotten a tip that the lab they were seeking was concealed somewhere in the row of warehouses by the Charles River; warehouses that hadn't seen activity since the textile mills closed years ago. They found the lab in the third warehouse, but by that time, they'd given up any pretense of getting cleaned up in the field. When they turned the scene over to the techs to catalog and transport the lab, they turned up the heat in the Navigator and dropped their coats at the cleaners on the way to Olivia's, not wanting to spend even a minute in them longer than they had to.

"Let me grab my stuff, and then you can start your shower," Peter said as they collapsed into Olivia's apartment. By this time, he was keeping shower gel, along with a toothbrush and a change of clothes, at her place. He'd remarked that while he loved the way that Olivia smelled after a shower, he didn't particularly want to smell that way without her.

When Peter came out of the master bathroom with shampoo and shower gel, he found Olivia standing by her washing machine, stripped to her panties. She looked up and saw him openly appraising her, a smile playing across his face.

"What?" he laughed. 'You're the only woman I know that's still beautiful with rat droppings in her hair." He pulled off his own clothes, tossing them in the washing machine along with hers.

Olivia shuddered and swatted him as she passed on the way to her shower.

ooo

Olivia walked into her bedroom, wrapped in a towel and tousling her hair with another. Peter, who had already finished his shower in the smaller bathroom, was stretched out on her bed, naked, his skin still pinked from the hot water. His eyes were closed and his left hand was stroking his already hard cock.

"Hey," he said languidly, and opened his eyes.

Olivia cocked an eyebrow at him – something he swore she was doing more often since William Bell had inhabited her consciousness.

"Just thinking 'bout you, sweetheart," he said with a smirk.

Olivia blushed faintly, not from the scene before her, but from the idea that Peter was so open and unguarded about his desire for her. "Really, Peter? After the day we had?"

"Always," he replied, watching her lean against the bathroom door frame. "You don't believe me? "

She smiled and shook her head, her damp hair framing her face like a Botticelli model.

"I took so many cold showers when I first got here, I thought I was going to turn into a smurf." He chuckled. "Actually, parts of me were looking decidedly smurfish."

Olivia snorted and threw her towel at his head, then loosened the towel wrapped around her and dropped it on the floor.

As she scooted across the bed to snuggle against him, Peter wrapped his right arm around her and pulled her closer.

"I figured you had a dozen girls on a string as soon as you hit town," she teased.

"Well, I did at first," he said, kissing the top of her head, "but then I fell for my partner, and after that…" He shrugged his shoulders, knowing that Olivia probably didn't believe him. In fact, his words were closer to the truth than he'd like to admit.

Chapter 2 – Season 1

Peter had never made a secret of the fact that he enjoyed female companionship. And while he hadn't pursued many lasting relationships, there were always women that welcomed a handsome smile, an easy laugh, and an experienced touch into their bedrooms. As with most other things he'd absorbed over the years, Peter learned by doing, and he was a quick study.

Despite the somewhat restrictive circumstances Peter found himself in when he returned to Boston, he managed to meet a few women on his infrequent nights out, and over the course of the next few months, had even bedded a couple. Nice enough women – pretty, intelligent (mostly grad students or the occasional professor), and accommodating enough of his strange schedule and noncommittal attitude. Somehow, it didn't seem to satisfy him the way these encounters had done in the past, certainly not enough to warrant using those priceless bits of Walter-less time.

He knew what it was; it didn't take a world class con man with a 190 IQ to figure it out, especially after he'd gone home with his third woman in a row with long blond hair and a light dusting of freckles across her face. So he resigned himself to an extended dry spell, and used his free time to run along the Charles or drink in the small jazz bars around Cambridge until he didn't think (as much) about that long blond hair twisted in his fingers or spread across his chest.

ooo

Peter leaned out the door of the hotel to watch her walking away, her blond hair swinging with each step, bouncing above the swell of that gorgeous ass. As he turned to head upstairs, he shook his head. Another night thinking about the blond agent, thinking about her in a way that necessitated another cold shower. Another night wondering why he was 30 years old and sharing a cramped hotel room with a crazed old man when he should be taking Olivia Dunham to bed.

It was late, and he was alone in the elevator. Thank God for small favors, he thought as he adjusted his stiffening cock into a more comfortable position for the ride to the 12th floor. As he neared their rooms, he didn't hear music or Walter's mumbling as he often did. Once he entered the room, he could see why. Walter's papers and a small baggie lay on the coffee table, and even the breeze blowing through the French doors opening to a small balcony hadn't quite erased the smell of marijuana from the room. Walter was spread-eagled on the bed, snoring rhythmically, dead to the world.

Peter shucked his clothes and stretched out on the couch. He couldn't get the images of Olivia out of his mind. Sitting on the bench outside the hotel, her green eyes staring into his.

I could've kissed her then.

Biting her lip, trying to decide if she could trust him. And then deciding that she could. Confiding in him about the stepfather she wanted to kill, tried to kill. Letting him see just a little past that tough-as-nails exterior. Letting him make her smile, just a little bit.

I should've kissed her then.

He wanted to feel her long blond hair rippling through his fingers as he buried his face against her and breathed in that Olivia scent that was so uniquely her own. He wanted to feel her hands tightening on his biceps as he looked down at her in his bed…

Some nights he could put her out of his mind, but tonight she was refusing to give him peace. The image of Olivia looking up at him, biting her lip as she always did right before she asked for something, floated before his eyes. He always wanted to kiss her then, to feel her lips part under his.

Peter groaned as his imagination completed the scene. Blond hair spilling over smooth, naked shoulders. Full breasts released from her customary black bra, rosy nipples hard and pressed against his bare chest. His hands pulling her closer so the warmth of her body surrounded his cock.

He imagined that fucking Olivia Dunham would be akin to taming a wild mustang…a little dangerous, apt to lead to a few bruises, but infinitely satisfying once you're in the saddle. He could see her straddling his body, back arched and head thrown back, drawing him into her, her hair like a curtain as he pulled her down for a kiss. Would it be a battle to see who caved first, who would let the first moan slip from their lips, the first sigh of pleasure?

Walter mumbled equations in his blissfully stoned sleep. Peter sighed, and pondered his options… the low road, yet another fantasy of his favorite FBI agent wrapped around his ever hardening cock, or the high road – a cold shower and one of Walter's textbooks…

Hell, he had to take enough cold showers when Walter was awake.

Chapter 3 – Season 2

Initially, he wasn't sure when his fantasies had changed. At first, it had been all about what he wanted, and his subconscious was pretty clear about that: Olivia, naked, moaning his name as he sank into her. The locations and positions varied, from her office at the lab to the couch in her apartment, to the back of Walter's decrepit Vista Cruiser. Up against a wall outside the Kresge Building. Straddling his lap as he sat at the piano bench, the keys pressing against her back. There seemed to be no limit to the where's and how's of his imagination, but it always came back to Olivia.

After sitting by her hospital bed, thinking it might be the only night he'd ever spend with her… that was when he couldn't delude himself any longer, telling himself the attraction was the challenge, the thrill of the chase his motivation. He'd felt protective of her, almost from the beginning, but he'd managed to convince himself that it was just because of their working relationship, because they were partners, just like she and Charlie had been. She had his back, and he had hers.

There in the dark, the only light and sound from a small lamp on the bedside table and the monitors , the only movement the slight rise and fall of the sheet as she breathed in and out serenely, the stillness exuding a deceptive tranquility… that was the night it all changed. Or maybe that was the night he admitted to himself that things had already changed.

As he sat on the edge of her bed and brushed his fingers against her arm, he realized he was losing more than a coworker and a friend. And that he'd squandered the chance to make her more than that. The hole in his chest reminded him why he didn't let people get close to him – because it hurt too much when you had to let them go. The pain he was feeling right now, looking at Olivia's peaceful visage, was almost more than he could bear. Sitting by her side, in the almost-dark, he knew it wasn't just the physical attraction that put her in his dreams every night; it was the way she made him feel. Like she saw him, all of him – even the darkness that he usually managed to keep hidden, covered up with his con man smile – and she didn't turn away.

He'd already made up his mind, sitting at the bar, that he'd be on the next plane out. Anywhere. Anywhere but Boston. He wanted to be as far away as he could be from anything that would remind him of her, of what he could've had, of another loss in a long string of losses. He'd never allowed himself the luxury of "what might've been", but as he sat next to her in the dark, his dispassionate façade collapsed and tears stung his eyes. He leaned over to kiss her goodbye – on the forehead, he hadn't earned the right to kiss her lips. And then – she'd opened her eyes and everything he thought he knew about the world, and himself, shifted to a new paradigm.

After that night in the hospital, Peter still dreamed of Olivia, and more often than not, still woke with a raging hard on. But for every dream of her stretched across a lab table, there were a dozen more of her wrapped in his arms, snuggled against him in his bed, smiling at him across a breakfast table. His desire for her hadn't lessened; if anything, he felt the need to touch her, to be close to her, even stronger. But now, instead of fucking the beautiful blonde that had outwitted him and coerced him out of Iraq and back into his father's life, he dreamed of making love to the woman he wanted to wake up with for a long time to come.

Chapter 4 – Season 3 (after 6B)

After their third night together, as they lay boneless and sated, Olivia traced unseen patterns on his chest and whispered shyly, "Teach me.'

"Teach you what, Livia? There's nothing I would change about you." He wondered if this was some lingering insecurity about the Other Olivia.

"I want you to be as happy as I am," she whispered, as she blushed a little. "I want… I want you to have everything you want."

Peter's arms tightened around her. "I have everything I want, sweetheart," he drawled. "And if we need to learn anything, we'll learn it together."

They were quiet for a few minutes, and Olivia's stillness made Peter think she might've dozed off, until she spoke quietly again.

"Peter, am I…" she hesitated, and Peter knew his first assumption was correct.

"Olivia, there is no comparison. With anyone." He turned so he could see her face, and she ducked her head, shy again.

Peter tipped her face up to his and brushed his lips against her forehead. He knew he loved her, had loved her for almost as long as he'd known her, but he also knew her well enough that it was too early to tell her.

"I know I'm not as worldly as She was… or maybe some of my predecessors." She had buried her face in his neck, and her voice was small and muffled.

"Olivia..." Peter's mind raced. What could he say that would reassure her but not sound patronizing or false? "Olivia, I'll tell you what I want."

She peeked up at him and bit her lower lip. Peter rubbed his forehead against hers and turned to face her more completely.

"I want you to never hold back with me. Do what you feel like and don't worry about what I might think. You've never been shy about telling me how you felt or what you wanted before," he said wryly, "and I don't want you to start in the bedroom." He cupped her face in his hand and gently tilted her face up to his, and kissed her, hoping that the kiss would tell her the things she wasn't ready to hear spoken aloud.

Chapter 5 – Late in Season 3, part 2

As she scooted across the bed to snuggle against him, Peter wrapped his right arm around her and pulled her closer.

"I figured you had a dozen girls on a string as soon as you hit town," she teased.

"Well, I did at first," he said, kissing the top of her head, "but then I fell for my partner, and after that…" He shrugged his shoulders, knowing that Olivia probably didn't believe him. In fact, his words were closer to the truth than he'd like to admit.

Olivia rolled into him, nestling to him. She laced her fingers into his and matched his easy strokes, eliciting a pleased growl. Peter covered her hand with his own, never missing a beat, and wordlessly showed her the pressure and the rhythm that made him even harder. He nudged her head; when she looked up at him, green eyes wide and shining, he kissed her deeply, enjoying the warmth and taste of her.

"You keep doing that and we'll be back in the shower," he murmured into her hair.

"Well… what do you think we should do about that?" she replied with a husky voice, trying to imitate him. The memory of their first night together was still fresh for both of them; Peter smiled at hearing his words echoed back to him.

"Oh, I have a few ideas…" Peter pulled her on top of him and whispered his intentions before running his hands down her back and losing himself in her blond hair.