Author Note:

I started this story a few weeks ago, before I knew that Marshall was going to propose to Abigail. The idea happened upon me one day while I was bored at work, and suddenly I was off jotting notes on a scrap of paper wherever I had the chance. Then that episode had to go and kill my buzz. I wanted to post though before the next episode airs, with Mary finding out, before the ax has completely slashed through my idea. There is more to come but I am still working on it.

I've written fics before but never submitted anything to a site. This also has not been beta'd though I have reread in myself about 20 times. I hope this doesn't suck. Thanks for reading!

Mary was working on a threat assessment when she overheard the end of Marshall's call: "Okay. Sounds good. Can't wait to see you tonight."

Abigail. She mentally shrugged her shoulders. She hated the distance between her and Marshall that had grown since the beginning of his relationship with Abigail. If she was being honest with herself, she would admit that the distance began when she took off for Mexico with Faber. However, busying herself with her work, she wasn't going to entertain that train of thought right now. She glanced in Marshall's direction and noticed a bizarre smile on his face. "What are you so smug about?" she asked teasingly.

He looked up at her, losing a bit of his joy. He had every intention of telling her but he was nervous about her reaction and didn't really want to hear her exclamations about how much she couldn't stand Abigail. "I'm going to ask Abigail to marry me tonight."

Mary felt the air rush out of her like some had struck her abdomen with a bat. "Wow!" she managed with that exhaled air but couldn't find the breath for another word and her eyes grew wide. She felt the color drain from her face as she looked at him, blinking her eyes, trying to manage to say something else. The silence lasted a few moments, bordering on awkward, when she spoke softly. "That's really great Marshall."

What could she say? She wanted to scream 'NOOOO!' but she was supposed to be a supportive friend. He was nothing but supportive to her. She couldn't believe this was happening. She should have seen it coming but she had always just convinced herself that they were playing house. She already missed so much of his presence in her life, but she had figured she would get it back eventually. 'He's moved on. He's really moved on. He's not coming back,' she thought to herself.

"Congratulations," she tried to say louder but it only came out as a whisper.

She turned back to her computer screen because she realized she had forgotten how to breathe. She tried to focus on the threat assessment but her mind refused to focus on anything but Marshall. She could feel his eyes on her so she started typing random letters to make him think that she was fine. Her body was betraying her, as her hands were shaking and she felt light-headed.

Marshall eventually turned back to his screen but watched her over the next five minutes. He was processing her reactions and body language. He kept replaying the look of heartbroken shock on her face that she tried so hard to conceal. He saw her face turn very pale and he could see her hands shaking across their desks. She had that look, the same look he knew he wore when he had to pretend to be happy about her engagement to Raph. Her reaction made his heart pound in his chest. 'God damn it!' he thought to himself. He really thought he was over Mary and he was mad at himself for getting sucked right back in simply from seeing her reaction. 'It doesn't mean anything,' he scolded himself and he forced himself back to his work and his plans for the night ahead.

Mary could feel her insides churning and her heart was racing. She felt like she was suffocating. She needed air. She needed to think. She wanted to race outside in a huff but she didn't want to make a scene. This wasn't about her. She should be happy for Marshall. He deserved better than how she was behaving. If she could just a get a few minutes outside, maybe she would have enough strength to be a better friend to him. She slowly stood up and walked at a very controlled pace towards the door to go out onto roof.

"Mare?" he asked as she passed his desk.

"I'll be right back," she said breathlessly as she pressed through the security door.

She threw open the roof access door and took a deep breath of fresh air. She walked to the ledge, just out of sight from his desk, and pushed her hips into the wall to support her weight. She placed her palms together and brought her hands to rest under her nose against her lips. She took another deep breath as the wind brushed across her skin. She was grateful to feel a sensation other than the adrenaline rushing inside of her. The pounding in her chest had evolved into an ache that fanned out through her entire rib cage with each heartbeat. She ran her hands through her hair then laid them flat on top of the ledge. She was losing Marshall. She realized she had probably lost him quite some time ago.

Marshall's stomach dropped as she saw her walk away. He had played her possible reactions inside of his head for days, but this was not one of them. He was equally dying to know what she was thinking and trying to remind himself that he loved Abigail now. He had given up on her ever returning his love and moved on. His relationship with Abigail was very serious and he knew they would have a wonderful life together, but he missed the closeness of his friendship with Mary. He had been pushing her away and minimally engaging in their usual verbal sparring for the last few months. He berated himself as he acknowledged that he still loved her, knowing that she could never return his feelings. Several minutes passed. He decided he should check on her.

Mary closed her eyes and turned her face up to the wind. The tables had turned. Of course she loved Marshall. She'd loved him for longer than she'd allow herself to admit. No one knew her like Marshall did. No one understood her the way Marshall did. No one cared about her as much as Marshall did. She supposed now that no one cared about her period as much as the way he once did. His announcement was the final nail in the coffin that was about to bury the remains of their relationship.

She truly did want him to be happy but she didn't want to lose him. Marshall marrying someone else, giving his life to someone else, suddenly felt equivalent to him leaving her altogether. She only had herself to blame. His words from three years ago came rushing back to her. 'Here's to the best friend I've ever had, could ever hope to have. The girl for whom no man will ever be good enough. I hope you know that I love you. And I wish for you nothing but a lifetime of happiness.' She now understood the depth of his agony in that moment. Mary wasn't blind. She could see the anguish on his face. She hadn't told him about her engagement because she was trying to avoid that very moment. She knew he would be disappointed in her because she was disappointed in herself. Did she really think she could have married Raph? She was taken aback when he said 'I love you' because she didn't think he would ever admit it. She knew that she loved him too but couldn't admit it; she just didn't know how to disrupt the status quo, as unsatisfactory as it was.

Mary jumped when she heard the door open. She turned her head quickly to see who it was, then turned back just as quickly to avoid his eyes.

"Mare?"

She took a deep breath and slowly turned back to him. "Hey. Congratulations again. Really. It's great." She spoke like she was still struggling for breath and she wondered if it sounded as forced as she feared it did.

"Mary, what are you doing?"

"I'm happy for you. What do you mean?" Her heart started racing again and she was trying to control the shaking that was threatening to undue her.

He expelled a mirthless laugh. It was clear to him now that she was not happy and not okay with his announcement. He did appreciate her efforts to convince him otherwise. It told him that their friendship was still important to her, but he didn't want her to bury her feelings, whatever they may be. She did that too much as it was. "You don't have to pretend…" he began slowly, not knowing how to complete the sentence.

She interrupted quickly. "Who's pretending?"

He silently picked up her end and felt the vibrations of her shivering under her skin. She looked down at her shaking hand and quickly pulled it away, his point acknowledged. "Talk to me," he urged.

"Marshall…" She looked up into his eyes then brought her eyes back down to stare through his chest. He didn't dare speak. He didn't know if he wanted to hear what she wanted to say, but he held on, waiting for her words. She was quiet for several minutes.

"We can't get through this if you don't talk to me."

She forced a smile. "Can't we just pretend that I've been jumping up and down with excitement like an over-exuberant sister?"

"Is that what you want?" He was giving her one last chance. He was going to walk away if she had nothing to say.

"No."

He was taken aback. He expected the matter to be dropped and never discussed again, like so many things between them.

"Then tell me."

What was she going to say? She didn't want to unload all of her shit on him. He was on the road to happiness. She didn't want to throw a nuclear warhead in the middle of his path. But she couldn't stop herself. She began to echo the words he had spoken to her. "Marshall. You are the best friend I've ever had. That I could ever hope to have. No woman will ever be good enough for you. I truly wish you nothing but a lifetime of happiness, but I love you. I love you." She hung her head in shame.

Marshall began to shake as he realized what she was doing with her words. He remembered his speech all too well. He was quite surprised that she remembered it and he was floored as she poetically drew the connection between the two events, knowing she knew what he meant then, knowing she meant the same thing now. He was astounded by her confession.

"What do you mean you love me?" he asked calmly but with irritation. The silence that hung between them answered his question. Another minute passed. "I've spent years waiting for you to say that to me and you decide to say this NOW?"

"I know how inappropriate this is! I just…I've loved you for a very long time but I've always pushed it away because it was more important that I didn't lose you, lose us, but now, as it turns out, I lose you anyway."

"Mary, I tried to put myself out there to you, but you never came."

"I know. I just couldn't do it yet. I didn't want to destroy our friendship. If things didn't work out between us it would destroy us as partners and friends. You are the only person who has ever been there for me. How could I risk that? I thought maybe someday things would change, become something more…"

"What did you think I was going to do? Wait forever?"

"Kind of," she admitted sheepishly.

"You do realize how selfish that sounds!"

"Yes! I'm sorry!"

"You made it abundantly clear what you wanted when you went to Mexico with Faber! And if it wasn't perfectly apparent to me then, it certainly was so when you slept with your ex-husband!"

"God, Marshall, if I could go back and change that I would! Ever since that day, I wonder what my life would be like if I just never made that phone call. Faber was a mistake. I was so afraid of everything that was changing between us. I saw it too. But I couldn't lose you."

"So you did something that truly could not have been any more insulting."

"My intent never was to insult you," she spoke as she shook her head with regret.

"Did you ever even consider the consequences of that action and how damaging it could be to whatever it was that we had?"

"At the time I was wasn't thinking! But looking back, it blows me away how one seemingly simple action could completely change the course of my life. I've been struggling to wrap my head around it," she said calmly, considering the gravity of the notion.

"And what if you hadn't called Faber?"

She looked at him and replied without hesitation, like she had reached this conclusion hundreds of times already on her own. "Maybe Norah would have been yours."

He almost fell over. "What do you want me to do here, Mare?"

"I don't know. Marry Abigail. She's beautiful, she's witty, she's not a coward and people like her."

"Are you fucking kidding me? You lay this bombshell on me and then say 'Marry Abigail'? If that was what you really wanted you wouldn't have said a word!"

"You're right! Of course I don't want you to marry Abigail! But what can I possibly offer you Marshall that you would actually want? I am broken. I can only offer messy," she finished quietly, on the verge of tears, alluding to yet another of his speeches.

"There was a time when I wanted messy."

"I know," she whispered. With these words she brought her hands up to cover her face. His use of past tense resolved for her what he wanted. She felt the tears coming and she couldn't face him. She didn't want him to see her cry. Not like this, knowing that this way how it all ended. Revealing the truth wasn't as liberating as it was cracked up to be.

Marshall could never resist a crying Mary. She had a life full of pain and it made him feel ill when she was falling apart. He was so mad at her, but couldn't deny the overwhelming desire to hold her. He couldn't believe that the last 8 years has culminated with this moment. He didn't know what to do next other than step forward and wrap his arms around her. In return, she wrapped her arms around his chest and buried her face in his chest, allowing the tears to flow freely. Marshall began to cry as well. Although they were miserable, he wanted nothing more than for the rest of the world to fall away and remain in this moment forever. After this moment, decisions would have to be made, actions taken, and hearts broken.

They stood that way for several minutes, neither wanting to let go. He finally pulled her away from his chest with a kiss to her forward. He kept his hands around her at her waist. "I know you were afraid. I never wanted to lose you either, which was why I usually kept it to myself. Your actions, when you thwarted my attempts, told me that I needed to move on. That you would never be mine. But honestly, since we are talking about it, for the first time I might add, if you hadn't gone to Mexico with Faber, I probably would have waited forever." He dropped his hands from her waist, trying to lessen the intimacy of the moment.

She closed her eyes in remorse. "That wouldn't have been fair of me to ask."

"No. It wouldn't have been. I'm only human. I need to be loved. I know that deep beneath your rough and hardened exterior that you do too. That's why I stayed. But you'd start to let me in then push me away. Far away. I attempted to put it all on the line and you wouldn't even let me finish. I felt we would always be doing this push and pull and maybe I should take the opportunity to move on without losing my dignity."

"I don't blame you for giving up. I just...God Marshall, I've just missed you so much. I miss our conversations, I miss your endless spouts of trivia. I miss our verbal sparring. I miss being able to just call you and go out for dinner or come over for drinks."

He stepped away from her, unexpectedly and abruptly. "I've got to go."

Before she could respond, he had already turned his back and in true Mary Shannon form, Marshall had run away.