Disclaimer: I do own anything associated with Fairly Legal. Just using some characters for entertainment purposes.

This is set sometime after Borderline and before the Season 2 finale.

It was late and Kate had spent most of her day in the office doing paperwork. She had one short court session at 10AM, but was in the office the rest of the day. Kate liked winning her cases, or winning for the deserving side, was more appropriate description of her work. She hated doing the paperwork that came along with the cases, except for today it seemed. Her paperwork was keeping her focused, she wasn't allowing herself to think about the outside world.

Kate signed her name on the last document and looked up at the clock, it was 7:30PM. Kate took a quick look out her office windows and noticed there was pretty much no one else around, most offices were dark or had one small light on, except for Ben's. He always worked late. I guess he'll put the time in if it will make himself look good, Kate thought to herself. A loud crack of thunder brought Kate back to her own office. She looked out the window and noticed it was pouring, "guess it's a cab ride home for me tonight," she said to herself.

"I could give you a lift," Ben's voice came from the doorway of her office.

"Jesus Ben, you could at least knock, you scared the hell out of me."

"Sorry," he said and knocked on her doorframe.

"Cute," she said giving him an unimpressed smirk.

"Kate, it's pouring rain, my car is in the parking garage, you'll still get soaked trying to get a cab."

"I'll be fine with a cab."

"Suit yourself," Ben said as he walked back to his office.

Kate quickly gathered her things and hoped to beat Ben out of the office and into the elevator. She shut off her lights and locked her office door and started toward the elevator. When she rounded the corner there was Ben standing with an elevator door open waiting for her.

Kate rolled her eyes and walked into the elevator silently. He followed suit and pressed the "1" button for the first floor.

"You sure you don't-," Ben was interrupted by another loud crack of thunder and then suddenly the elevator went dark and jerked to a halt.

"No, no, no. This isn't happening," Kate said trying to press buttons on the elevator.

"Looks like the storm knocked out the power," Ben said.

"Thanks Captain Obvious."

Kate was hoping it was only one of those momentary power outages and power would be back on in a few minutes.

"Great," Kate said as she slid her back down the elevator wall and sat on the floor after about 10 minutes.

Kate grabbed her cell phone, no signal.

"Does your phone have a signal?" Kate asked.

Ben grabbed it from his jacket pocket and looked, "nope."

Kate sighed.

"Could be worse," Ben said.

"How's that?"

"Could be stuck in here with Lauren."

"I think I'd prefer that right now."

Ben didn't say anything else, he was a little surprised by Kate's reply, but he should've expected it. Kate's been trying to avoid him pretty much whenever she could.

"Why are you running," Ben asked after a few minutes of silence.

"Running? From what?"

"Me, us."

"Ben, there is no us."

"There could be."

Kate was silent for a few moments.

"I meant what I said in Tahoe, I wanted us to stay the night. I wanted us to be away from everything and just be the two of us," Ben said.

"You just wanted to get me in bed."

"Remember what else I said in Tahoe? I do care."

"Why do you care Ben? Why me?"

"You're an amazing woman Kate, smart, funny, beautiful and a little bit crazy."

He could hear Kate chuckle slightly.

She hated how she couldn't stay mad or upset with him. He had slowly broken down her wall and now was getting ready to cross over it.

Ben moved closer to her and turned his cell phone on so there was a tiny bit of light for them to see each other.

"Look at me," he said. "Your face lit up when you saw those tickets for Claudia's concert. I was happy you were happy, but jealous it was Justin that was making you that happy."

"I had to practically beg him to loosen up that night."

"Did you have fun?"

"I had a great time at the concert. I've always loved Claudia and then I got to meet her, then of course the accident killed the mood."

"I'm glad you weren't hurt."

"Me too and then you stepped up and helped Claudia. I'm grateful for that."

"I knew it was important to you."

There weren't many times that Kate was speechless, but she found herself nervous around Ben and not sure of what to say.

"Why are you running Kate?" Ben asked.

"I'm scared."

"You don't think I am?"

"I'm sure you have women dropping at your feet."

"Doesn't mean I want them."

"You left that night I wanted you."

"You hurt me, called me shallow. I wanted nothing more than to be with you, but I didn't want you to think it was just sex for me."

"I was drunk."

"You're not drunk now and Justin's not here."

"What does Justin have to do with this?"

"Do you want to get back together with him?"

"We're not dating."

"You're running to him."

"He's familiar."

"You're scared."

"I always ruin everything."

"There's a first time for everything."

"You're serious."

Ben put his hand on Kate's cheek and then leaned in and kissed her. She didn't pull away and managed to kiss him back.

"What do you think," Ben asked when they broke the kiss.

"You caught me off guard in Tahoe in the hot tub."

"I'm sorry, I was hoping if I caught you off guard, you wouldn't have time to think."

"I was thinking, about kissing you, then you left."

"How about we make a deal, dinner this week and this weekend we go back to Tahoe. No expectations, just a weekend away and we see how things go."

"That sounds good, I promise I won't stand you up this time."

"I certainly hope you won't."

Ben leaned in and kissed Kate again.

The lights came back on and the elevator started moving again. They got to the first floor and the doors opened.

"How about that ride?" Ben asked.

"I'd appreciate that."

Ben pressed his luck and grabbed Kate's hand as they walked through the parking garage. Much to his surprise, she allowed him to.

Thanks for reading! Let me know what you think!