Totally AU Arrow and Flash, After Arrow Season 3 Ep 12.

Disclaimer: I don't own anything in this story. Just playing in theCW sandbox for fun. All characters belong to their respective creators. Please don't repost or archive.

"Hey, Felicity. Sorry I haven't called in awhile. Things have been crazy around here and I promised I'd be better at keeping in touch since I don't have the coma excuse anymore but..." He seemed to pick up on her silence, which was very unFelicity. "Where are you?"

Felicity let the phone fall from her fingers onto the couch. She didn't have the nerve to hang up on him but she couldn't summon the energy to make conversation either. She was over her anger that Oliver has stirred in her, now she just felt numb. And tired, so tired.

"I'm coming over."

Her heart skipped a beat but before she could protest, the called had ended. She hastily wiped her face, which she knew was streaked with makeup. A once made her take note that she hadn't even taken her coat off. She was sitting in the same clothes she'd worn in the van while sweating profusely, fearing for everyone's safety with her hand on the keys, ever at the ready to gun the engine. Some part of her was still shivering from the adrenaline high.

The knock at the door startled her out of her trance.

"Felicity," he called.

"It's open," she said quietly and as he opened the door, she wondered how he'd even heard her properly.

"You keep it open?"

Felicity shrugged. "All the thugs joined forces and holed up in The Glades until tonight."

Barry gave her a sheepish look and scratched the back of his neck. "I just saw that. Actually Eddie mentioned something about aldermen held hostage a few days ago but I've been..."

"Busy, you said that," Felicity interjected, in a tone harder than she intended. At Barry's taken aback, slack-jawed expression she felt her eyes burn.

Barry crouched next to her and touched her knee. "Felicity, you know you can tell me anything right? Talk to me? Why are you sitting alone in the dark when it looks like the Arrow has returned after been missing in action for a couple weeks. Did something happen to Oliver?"

Felicity hunched forward and put her face in her hands, knowing she wouldn't be able to stop the tears once she started talking.

"Oliver left to do a death duel for Thea's safety. He lost. They told us he was dead. Part of me never believed it but it was hard to argue against the evidence and the fact that he didn't come back and didn't make contact... I sort of gave up the hero business for a bit. Buried myself in tech, something that's really easy for me to do... but he came back and I thought... Before he left he said he loved me," she broke at that. And Barry was on the couch next to her in a heartbeat and she felt his hand on her back, a warm comforting weight rubbing in a consoling manner. She looked across at him with watery eyes. "I thought I was finally letting go. The whole Cupid-stalker business drove it home but then before he left he says he loves me and I... Stupid fantasies got the best of me," she sniffed and smiled a self depreciating smile. "Pretty pathetic don't you think?"

Barry gave an uncomfortable laugh. "You know who you're talking to right? I'm the one who spent most of his life pining for his best friend without telling her anything."

Felicity shifted to face him better and gave him a searching look. "I went to visit you, Barry because I needed someone who would see me. I knew you cared before the accident happened and I wanted to see if... I just wanted to feel like the it girl one more time. I hadn't had someone make me feel like that since college. That I wasn't just the nerdy wallflower that had more brains than charms and absolutely no filter. To be honest I think I pretty much threw myself at you, it was shameless now that I think about it. But once I saw Iris, I knew I had no chance. Love trumps, a flare attraction every time." She put her hand over her face again, wishing she could stop the roiling tide of embarrassment, hurt and disappointment inside.

Barry took her hand tentatively. "Do you remember when I asked you if you liked Oliver?"

Felicity peeked at him and nodded knowing where he was going with this but letting him talk anyway.

"No one wants to be anyone's second choice. Stand in. Rebound or whatever."

She took in a shaky breath and met his eyes properly. "You couldn't be anyone's second choice, Barry," she said adamantly.

Barry gave her a half smile. "I know you care, Felicity. Whatever he's done this time, you'll work through it. You said it yourself you guys are a team..."

"There's no working through this, Barry," she said her voice growing icy again. "This wasn't a team decision. This was Oliver's choice and he gets to live with the consequences of that. I can understand his logic but I can't forgive or accept his choice. And I won't be a woman he professes to love. I can't be. I can't be with someone who can turn emotions off so easily. I thought I knew him, and I know they say love is blind but I'm not blind anymore because I can see what his past has done to him and no matter how hard and how long he fights against it, he can't escape. I can't let him take me there. Am I selfish for wanting to live outside the darkness? Am I selfish for wanting someone who will cry, rage, love and not stop feeling because things might get messy? Who will love me and not leave."

Barry shook his head. "Oliver said people like us don't get to be with the ones we love but I don't believe that. Oliver is the only one standing in his way. Give him time, he'll come around."

He looked at her so earnestly, his eyes gentle, hopeful, caring. Felicity put her hand on his chest and kissed him. She remembered what it was like to feel those lips. They were soft and he tasted of cinnamon. It was sweet connection, and for a moment a brief spark of something intense had passed between them. It made her feel brave, beautiful and alive. She wanted that. The feelings he stirred hadn't changed. It took a heartbeat but he returned her kiss before he dragged himself away.

His eyes opened from drifting shut against during their kiss. "Felicity," he breathed softly, his tone uneven and hesitant. "I can't let you do this to us, to Oliver."

Her face fell and she turned away, her eyes growing wet again. He took her arms and pulled her closer, hugging her to his chest and tucking her close, his cheek against her hair, her earrings tickling his neck. "He loves you," he said resolutely against her hair. "He might have a really repressed way of showing it, but I know he does. I've seen how he watches you when he thinks no ones looking and trust me, time moves really slow for me if I want it to."

He managed to get her a small genuine smile at that, he could feel it against his skin and the way she shook with a repressed laugh.

"Oliver doesn't use words idly," he continued. "He means everything he says. I learnt that lesson when he shot me. Lesson 1, take everything Oliver says seriously. You'll live longer."

Felicity snorted back a laugh. She pulled away a little so she could see his face. "I'm really sorry about that, by the way. I honestly thought he was joking."

Barry grinned and shrugged his shoulders. "It's okay. I heal fast remember. Didn't even scar."

Felicity thought about Oliver's method in training Barry and frowned. It seemed a lot harsher than what he did with Roy but then for their youngest team member it had been lessons in control first, not awareness and instincts. And maybe Oliver had been wary of Roy. His strength and rage had been deadly. Barry had this uncorrupted aura about him. His wholesomeness was his best quality, after his brains. He was pretty cute too, in the nice guy, adorable nerd way. Totally her type. She wondered if Oliver had been extra hard on him because of that. She let her hand fall away from his chest.

"Is this you letting me down gently?" she asked.

Barry gave her an under the lashes, please don't be upset, puppy dog look. "This is me saying I think you need time to process. Space might do you some good." His eyes brightened suddenly. "Do you think Ray Palmer would go for you picking the brains of one of the world's leading scientists? You could make it a work thing. Ask him to for a consult.. What are you working on at the moment?"

Felicity launched out of his arms and started pacing with nervous energy. She knew there was no way she could stand being anywhere Malcolm Merlyn might be. "I think that's a brilliant idea. I mean not Dr. Wells because I don't know him well enough... Well," she twitched a smirk, "but Cisco definitely. Barry, you won't mind me crashing in on your friends?"

Barry smiled at her sudden enthusiasm. "They're your friends too. If we're counting, you've actually known them longer than I have."

Felicity put her hands on her hips and tilted her head in thought. "You're right. I did grill your Florence Nightingales on a bi-weekly basis, sometimes more often than that. We used to text and Skype a lot, I think Cisco might have a hoarding problem, I've seen his apartment, or what's in his apartment. I can't actually say I saw any walls at all. And Caitlyn really doesn't get out much, this time around were definitely doing a girls night... Digressing, so you wouldn't happen to have an extra room or a couch in that shoebox of an apartment would you?"

Barry rubbed his legs distractedly and gave her a sheepish look. "Actually, since Iris moved out, Joe offered for me to move back in. He had the room and it saves me rent. And shoebox is actually one up from fire trap which is what everyone else called it. I wouldn't want you sleeping anywhere in there. We wouldn't have fit on the single..." His eyes widened, "Not that I would have, that we would have...honestly, I never really thought that far ahead."

Felicity narrowed her eyes at him. "I don't know whether to be impressed that you're that much of a gentleman or offended that you never even looked at me that way."

Barry blushed and gave her a gobsmacked stare, his eyebrows hiking to a dangerously high level. "I burned your shirt. I couldn't really not think about you like that. I'm pretty sure Cisco did too."

Felicity batted his arm and he blinked, his mouth working but nothing came out but a flustered stammer.

"Easy Barry, I don't want to break you yet. So what fabrics are safe for Flash-travel?"

Barry blushed again. "Woollens, denim and sweats have done okay so far. Synthetics are well... That happened," he said with a wave at her torso.

Felicity belted her coat tighter. "I'll text Ray and then pack a bag." She tapped out a quick message and then set the phone down. She marched toward her bedroom leaving Barry alone on the couch.

He stared after her. "You want to go now?" he called out.

She came back into the hallway and looked at him, her shoulders slumping. "You're right. I was tired, like haven't slept properly in days tired and I need a bath, I smell. Thanks for not mentioning it by the way."

Barry shook his head, wide eyed. "You smelled great. I mean you smelt nice...Super sniffing is not one of my hidden talents."

Felicity unbelted her coat and paused while letting it fall from her shoulders when she noticed Barry had suddenly gotten very still and his eyes seemed to be trained South of her face. She twitched a small smile and let the coat fall to the floor. She kicked off her heels and reached up to let her hair down.

"Barry?"

Her soft entreaty startled him out of his trance and he gave her a flighty, nervous look. "Yeah? I mean, yes, Felicity?"

"I need a hand with my dress."

She watched his throat work and almost felt bad for torturing him. She could manage it fine on her own. She had gotten into it herself after all. But she liked the way his eyes were following her. How his stare was heating her from head to toe when before despite being angry, she'd been so cold inside that she couldn't get warm, no matter how rugged up she stayed.

Barry shook himself and stood up quickly, rounding the couch and with twitchy, flighty fingers, brushed the hair away from her back. His fingers brushed her neck and a spark jumped between them.

Felicity shivered under his touch and it certainly wasn't from the cold. His hands were warm and his fingers had barely brushed her neck but even after he'd removed them she could still feel them against her skin.

Barry found the zipper and slowly tugged it down. He wanted to be courteous and not look but he couldn't bring himself to turn away. His gaze was locked into the ever widening window of pale skin the parted material was revealing. He had it all the way down before he realized he was staring at her totally naked back. She wasn't wearing a bra.

His brain tracked back to the night he saw her underwear. And the comment she'd made about being relieved she hadn't opted to go bra-less. That comment coupled with the fact that he saw in vivid detail, now totally seared into his brain, how perfectly shaped her breast were and the fact that she had completely freckle-free creamy skin. It was pin-up material worthy skin and he'd been flashed. He couldn't unsee what he'd seen and her comment had just added another dimension to already x-rated Fantasy material about a girl he'd recently categorically labeled as look but never touch.

Felicity was the day to Iris' night. In appearance and personality they couldn't be more opposite. Felicity was right when she said opposites attract, it's what had captivated him about Iris for so many years, but seeing her with Eddie and finally confessing his feelings he was beginning to understand that maybe they were too different. They would always love each other but romantically they probably wouldn't have worked out. They liked different things, they thought on completely opposite wavelengths. She thought his comics were cute but to him they were priceless. She was never into science at all and would actually moan about the torture of having to even look at a periodic table.

He didn't even realize that she'd turned around until he felt her hands run up his torso from his weirdly oversensitive navel to his chest.

"You sure you don't want to just let go? Just live in the moment, not think?" She leaned up and kissed his Adam's apple gently. Barely making contact really. It was more the air from her lips and her warmth that ghosted over his skin.

Barry put his hands on her wrists, gently taking her arms from around his shoulders. "You're not making this easy. I'm hard, it's hard... " he grimaced and felt like smacking his head against something. He looked at her and felt her eyes trap his in a heated gaze. "Felicity, you're beautiful and I'd be lying if I said I didn't want you to be with you but I feel like I'd be betraying some brotherhood code or something."

Felicity narrowed her eyes at him. She shucked out of her dress and marched away from him to the bathroom in only her black panties, garter belt and stockings.

Barry grabbed his hair and glared at the ceiling. "Oh come on," he growled pitifully.

She wanted to get him killed that was the only explanation for this. Oliver had no issues using him as target practice. He was probably sharpening some right now. If he knew what Barry had just seen, he'd probably try out new arrow heads just for kicks. Maybe a mini grenade or the electro-shock, or maybe even the diamond head for extra precise penetration. Penetration. Now there was a word he definitely didn't need to be bringing up. Downstairs had snapped to attention the second Felicity had given him the come hither look and started her slow strip down. It hadn't settled yet and as Barry shifted uncomfortably, he wondered if it would, considering he could hear Felicity running her bath.

It would be much safer for him to run home and come back in the morning. But he didn't think she was in a good place to be left alone right now. She had been in a pretty emotional state. Then again he didn't trust himself to offer the right kind of support right now.

Her phone buzzed on the table and he saw who was calling. He glanced at the closed bathroom door and decided he wasn't as brave as people believed him to be. It didn't matter who he decided to be Oliver or the Arrow, both could successfully intimidate the hell out of him.

::: ::: :::

Felicity got out of the bath and towelled down her hair. She wrapped a fresh towel around herself and opened the door. She was slightly disappointed not to see Barry but she figured he might be in the kitchen. Her stomach really dropped when she didn't find him there and couldn't hear him anywhere in the house.

Her phone kept beeping with a waiting message. And she felt her heckles rise when she noticed whose name was on her screen.

She turned off the phone and picked up the house phone. She didn't want to read the message. She dialled a number by heart and waited for it to ring. It startled her when she heard a ringtone outside her kitchen window.

Felicity hung up and shoved open the window, poking her head out. Momentarily regretting her haste when the cool night air attacked her warm damp skin. "I thought you left," she said softly accusing.

Barry looked back at her from where he sat on her front porch and gave her a awkward smile. "I almost did. But then I realized that whatever might be going on beneath the surface doesn't matter. I'm not going to run out on a friend who needs me. I won't be that guy. I'm staying, Felicity. I promised to be there for you. You need me and I'm here."

Felicity gave him a grateful look but feeling pitiful that she knew she was putting out an extremely needy vibe that Barry felt compelled to stay even against his sense of self preservation.

"Then come back inside. I'm still tired and I don't know how your metabolism works but you've got to get tired with all the energy you burn. I have a queen and I promise not hog the covers."

Barry tried not the flinch when she said queen but he knew she noticed because she had reacted too.

She had changed into a simple pair of sleep pants and a tank top when he came back in and he followed her to the bedroom. He took off his pullover and toed out of his shoes before climbing in next to her.

She reached over and switched off the lamp before snuggling up to him. "Barry," she said softly.

"Um hmm," he answered against the top of her head.

"Lose the pants. Your buckle keeps poking me," she said sleepily.

Barry froze. There was still an inch between them even those she was cuddled into his chest. He was mortified to conclude that it definitely was not his buckle she had felt. Easing out of her arms, he debated complying with her request due to the extra protection against true mortification it offered but then just shook his head and did as he was told.

She already knew he was attracted to her and he hadn't fallen asleep fully clothed since he was about twelve years old. It was uncomfortable then and he was sure that hadn't changed. He the dark jeans over the end of the bed along with the rest of his clothes and climbed back under the covers in his t-shirt and cotton boxers. Even in her sleep, Felicity snuggled back up to him and he smiled as she murmured his name softly.

At least she knew who was next to her. He wasn't sure how he would have handled her saying someone else's name while in his arms.

::: ::: :::

When she didn't reply, Oliver rode his bike to her place. He hated how they'd left things. The entire time he'd been gone he thought about her, dreamed about her. Sore, tired and weak, he had soldiered home to see her again. To make sure she was safe.

He pulled up outside just as he saw the light go out and his heart twisted in his chest when he saw Barry climb into bed with her. Sure he'd been fully clothed when he did that but the image still cut through him like a dull blade.

He told himself that this was for the best. That this would keep her safer. Barry was fast and he was getting faster all the time. He was also smart enough to keep up with Felicity's random tangents and understood her sense of humour. While he found it sweet and it always made him smile, he didn't always get where she was coming or going with her train of thought.

Oliver rolled the bike away from the view of her house and started it up again. It wouldn't do for either of the house occupants to know that he was there.

He would give her the space she asked for. He would give her the time she wanted. He only hoped that she wouldn't abandon him completely when she opened her heart to someone else. Barry already had the groundwork, they were friends and they'd almost been more. He was the kind of hero Felicity could work with easily. He followed the rules, he didn't kill and he was all about saving people. The good and the bad. Since he'd chosen to train with Merlyn he could see that she wouldn't stand by him as she had in the past. He had discovered her line and crossed it without even realizing it was there.