Alright, so I was in the middle of writing my next long Olicity fic, when I ended up depressing myself so much I immediately had to write something slightly more cheery. A friend of mine who watches the show recently said he hopes they try the "friends with benefits" thing between Oliver and Felicity. Which got me thinking and resulted in this.

Special thanks to quisinart4 for reading through this and fixing all my inevitable grammar/spelling errors. You're the best!

They don't talk about the first time.

It was late. They were the only two left in the building; working on some big project, both irritated over being unable to agree on some of the finer points of the contract.

"Felicity," Oliver had said, cutting off one of her ramblings.

And then he was kissing her.

It felt like a dam had burst. It was electric. Felicity had one clear moment of realizing she had never felt this way; this zing, this heat, before her brain loses all ability to form coherent thoughts. Because his mouth is on her neck, his hand undoing the buttons of her blouse and he is walking them backwards until they are forced to climb onto the conference table.

And really, she isn't the type of girl that skips over dinner for dessert. She doesn't have a three date rule, she has a ten date rule. But Oliver has a way of breaking down her defenses. And his mouth on her nipple is enough to drive any doubt from her brain. Because this is good, really good and she intends to enjoy it.

Later, out of breath, befuddled and sated, she wonders if she'll ever be able to be in the conference room again without blushing.

"Felicity—" He begins again and she can already hear what he is going to say. This can't happen, his life is too dangerous, he has to protect her, blah blah blah. So she cuts him off because she has just had the best sex of her life and she isn't about to let him tell her he regrets it.

"I think you're right about the property value. It should be written into the contract," she says, brushing aside the whole thing like it didn't happen. Not letting her brain dwell on the way he had looked at her so reverently as he whispered her name buried deep inside of her.

They never talk about the first time but they do stop using the conference room after hours.

The second time is in Gotham City. Oliver is forced to attend a merger party Bruce Wayne is throwing in celebration of Wayne Enterprise and Queen Consolidated working together. He gives Diggle the night off, but insists he needs his trusty assistant by his side to remind him whose hand he is shaking.

She isn't sure which of them starts the game of guessing who is sleeping with whom; but it means they drink a lot of champagne while trying to hide their smiles from curious eyes.

It doesn't surprise her that his hand finds its way beneath her skirt on the ride to the hotel room, tracing unknown patterns on her knee. Maybe it's the champagne or the way his eyes can't stop looking at her lips, but she doesn't hesitate in following him into his room. They never make it to the bed, not when the door is so convenient.

And it is just as amazing as the first time. His arms keep her in place against the door as he thrusts into her. The friction is so perfect, the angle hitting a hitherto unknown spot that makes her legs twitch where they are wrapped around his waist.

She allows herself a tiny bolt of satisfaction as his mouth clamps on her collarbone to suppress his moans, sending her over the edge. He keeps his head buried in her hair and neck as he comes, stuttering her name.

Felicity doesn't even care that she can't find her underwear after, squaring her shoulders for the walk back to her room, when his hand on her arms stops her.

"I'll send over those documents Mr. Wayne's assistant sent me. You'll want to look over them tonight before your meeting with him in the morning," she says, not allowing him to speak.

He looks a little annoyed, but only nods in understanding, letting her go.

The third time Diggle is barely out of the door before they are both moving toward the other.

It had been a night full of close calls and more than once Felicity thought she might have lost him. The idea is too much to think about. So she knows she is going to make a move long before they return to the foundry, never dreaming he had been planning the same thing.

Once on the training mats, he lets her take control. Allows her to push him to his back, then agonizingly slowly, lower herself onto him. She gives into the moment, loses herself completely. Misses the way his eyes never leave her face as she rides him until they are both spent.

The fourth time is at her apartment.

She forgets which pretext he uses for being there but is happy to discover he is in fact too big for her bed, just as she suspected.

The fifth time is when he discovers she's extremely ticklish. Taking far too much enjoyment in her laughter, there almost isn't a fifth time. But then she realizes she has her own arsenal, using her mouth to distract him. He mutters something about cheating, but her mouth is too preoccupied to respond.

The sixth, seventh and eighth time are all in her apartment.

It's the ninth time, in the backseat of his car after he gave her a ride home, that she stops keeping count.

He comes by her apartment so frequently that eventually she finds it's easier to just give him a key. She isn't happy when he buys her a new bed without her knowledge. But it's hard to hold an argument when his hands are doing that thing that makes her lose the ability to speak.

At first she insists that he leave immediately after, using whatever lame excuse she can come up with. Because she needs to keep this casual, needs to keep some boundaries so she doesn't get too attached. He doesn't fight her on it and she ignores the look in his eyes as he kisses her goodbye. As the months go by, she relaxes a little. Letting him stay longer and longer until before she knows it, she is waking up next to him; his mouth on her neck telling her it's going to be a very good morning.

Diggle knows of course, how could he not? For months he doesn't say anything. Not until he and Oliver inadvertently overhear Felicity turning down James, the good looking tech support guy they hired to replace her. She's focused on the list of specs James had handed to her regarding the upgrades to QC's system she had initiated. She almost doesn't hear him ask if she'd like to go out for drinks after work, too lost in the idea of new tech for the building.

But the sound of an all too familiar throat clear brings her out of her tech heaven drawing her eyes over James shoulder to where Oliver and Diggle have just walked in to her office. Diggle looks like he wants to smile. But Oliver is staring at James, his jaw is doing that grimace smile he doesn't seem to know is terrifying.

"Uhh, these look good. Go ahead and place the order," Felicity says before anyone else can speak, handing the papers back to James. "And thanks for the invite but I have plans tonight."

James looks like he might ask her when she would be available, but Oliver speaks up before he can open his mouth.

"Thanks for your help with this upgrade. Let us know if you need anything else." His tone is final, James seems to get a hint, leaving with a smile in Felicity's general direction. Diggle waits until Oliver is back in his office on a conference call before bringing it up.

"I know you don't have plans tonight. So what was wrong with him?" Diggle asks, in a way that Felicity knows will not end well for her.

"Nothing," she says with a shrug, hoping he will drop it. "Just not my type."

"Good looking, smart and clearly into you?" Diggle asks, his tone amused. Felicity only shrugs again, not looking at him or the man on the other side of the glass wall. His voice is softer when he speaks again, "I don't want you to get hurt. It's a dangerous game you're playing."

She can only nod back at him, knowing that if she attempted to speak, her voice would crack, revealing her unshed tears.

Because it is a dangerous game she plays. One she realizes isn't going to end well for her. She told herself she could keep feelings out of it, that she was a strong independent woman. Told herself it was just sex. Just phenomenal, out of this world sex; nothing more.

Only sometimes she forgets. Like when Oliver asks about her day, as they lay wrapped in each others arms. Or when he comes over for a movie night, making-out like teenagers before both falling asleep on the couch. It's especially hard to remember in her post-coital haze as he cooks them grilled cheese sandwiches, making her laugh with stories of his childhood. A thousand tiny little personal moments where she forgets it isn't more, that they aren't together. Not really.

McKenna Hall returns to Starling City, fully recovered and back on duty. It makes Felicity think that whatever her and Oliver had going is about to end. She tries to smile kindly at the woman when she enters the office; tries to keep the surprise from her voice when she discovers it's McKenna that Oliver is having lunch with. She guesses from the sympathetic look Diggle gives her that she fails.

When Oliver shows up at her place that night with take-out and a bottle of wine, she refuses to acknowledge the inevitable.

She pulls him into the bedroom, ignoring his questioning gaze. She takes her time, memorizing every part of his body. Basks in the glory of his hands on her. They've been at this for months now. He knows all her spots, knows just how to make her moan and scream his name. For the first time since they started this, she allows herself to look him in the eye as he moves in her. Keeping her eyes on his, until the force of climax causes her eyes to roll back into her head. The pleasure spreading through her whole body with such intensity that she doesn't even realize she says it until it's too late. The "I love you" slips past her lips and she knows he hears because he freezes above her. She knows he is waiting for her to open her eyes, to look at him. But she can't, maybe never again.

Instead she tightens her legs, pulling him in, forcing him to move until he finds his own release, whispering her name. She keeps her eyes closed the whole time.

"Hey," he whispers, his thumb on her brow, his hand cupping her cheek. "Look at me."

She thinks back to their conversation last year.

Because of the life that I lead, I just think that it's better to not be with someone that I could really care about.

The words have haunted her and she knows she can't stand to hear them again. Instead she did what she did then, steels herself for the pain pushing all her feelings down. She opens her eyes, attempting a casual light voice.

"Wine sounds really good, doesn't it?"

She moves to sit up, to push him away from her but this time he doesn't let her. His hand on her cheek forces her to look at him. The look in his eye gives her pause, makes her wonder how she is ever going to get over this.

"I love you too."

Felicity blinks, then blinks again.

"What about McKenna?" She asks the first thing that comes to mind.

"McKenna?" And she knows it was the last thing he expected her to say.

"Yeah, I thought—." She feels sheepish as she says it, her eyes focusing on the scar on his chest.

He actually laughs, cutting her off, before realizing how it might sound. "I'm sorry. I should have told you. McKenna recently got engaged. We met up with Laurel to celebrate. We've been friends a long time. "

Felicity nods, still unable to look him in the eye.

"I thought you didn't want this," he gestures between them. "To be more. I've been wanting to tell you how I felt since the beginning but I thought you'd push me away."

"What about not being with someone you could really care about?" She asks, unsure why she is fighting this.

"It's too late. I'm already with someone I really care about."