Author's Note: So this crept up on me. I just really want a genuine love interest for Felicity, someone who appreciates her and takes care of her and puts her first like she does with everyone else on the show.

….

Felicity Smoak can't exactly pinpoint the moment when her heart decided to move on from Oliver Queen. And that's okay because the point isn't when it happened.

The point is that it did.

It must have been a gradual thing because she would have noticed if suddenly she woke up one day and wasn't in love with him anymore. She had been waiting almost three years for that to happen, since Russia and Isabel when she finally realized that her feelings towards her vigilante boss had pulled away from the 'Physical Attraction' station a while ago and docked in territory her subconscious marked 'DO NOT ENTER'.

There were more than a few nights when she had gone home alone to her empty townhouse and indulged in a bottle of red wine and a pint of mint chip ice cream. Not all of them were caused by Oliver Queen, but a significant number of them were. And that bothered her. Because if there was one thing that Felicity Smoak refused to be, it was dependent on others for her happiness. She had learned at a young age that doing so only brought you disappointment.

Things had gotten better when Sara Lance came around. You would think seeing Oliver so involved and connected with another woman would do the opposite of ease Felicity's unsteady heart. You would be wrong. For as long as she had known Oliver, Felicity had watched relationship after relationship that he had crash and burn. Every single time she saw a part of him that he had worked so hard to rebuild crumble into tiny pieces.

First it was McKenna Hall, whom Felicity had genuinely liked, even if it was a little tricky since Oliver was dating the woman determined to bring him down. That had ended with a bullet in her flesh and a goodbye in a hospital room.

Then Felicity met Helena Bertinelli, Oliver's psycho ex-girlfriend hell bent on revenge against her mob boss father. He had tried to save her once, show her justice over revenge, but Helena had a certain darkness in her that would never leave. That ended with a broken conversation in a police station and ten to twenty in Iron Heights on Helena's part.

After that he didn't date anymore. He stayed away from women emotionally besides his mother, Thea, and she would like to think to some extent herself. He decided that an emotional attachment would put his partner in danger, but really Felicity thinks he was saving himself the heartbreak, too.

That plan failed miserably in the form of Isabel Rochev. They had fallen into bed together in Russia and Felicity had the honor of finding them together as Isabel left his room, hair tousled and dress only halfway zipped closed. It had twisted something in her gut, not jealousy but disappointment. He deserved better than a one-night stand with a cold and ruthless woman who was after his family's company. Then, of course, they found out that Isabel and Robert had been together and that was a whole other level of dysfunctional concerning Oliver's romantic entanglements.

Through it all there was also the complicated and messy situation that was Laurel Lance. If life were a melodrama written by people with a twisted sense of fate and true love, Laurel would be Oliver's leading lady and epic romance. They had been together before the Gambit went down and through it all Oliver held on to the idea of her to give him the will to survive and come home. But he had cheated on her, with her sister, and caused too much pain for them to move on with the innate trust needed in a serious relationship. That one, Felicity could tell, had hit Oliver hardest.

So when Sara came back from the dead, again, and then back to Starling for good, Felicity had been supportive of it all. Sara understood Oliver and what he went through in a way that Felicity never would. They bore the same scars and carried the same burdens. Had it hurt a little finding the footage of them in the foundry the next morning? Yes. Felicity was in love with the man, how could it not? But she saw the strength they gave each other and that for a time, a very brief time when they still thought Slade Wilson was dead, he was happy. At the end of it all that's what she wanted for him.

But it's also what she wanted for herself.

Felicity started dating again once they defeated Slade Wilson.

Her first couple of dates went absolutely nowhere. They had dinner, it was nice, but her heart wasn't fully in it. She often found herself comparing how she felt about the man sitting across from her to the insane electricity that coursed through her veins when she was around Oliver.

It took her about four months and thirteen dinner dates until she found someone that came even remotely close. His name was Craig and she met him during her visit to Coast City for Caitlin's birthday. He was new at Star Labs, working on a project with Cisco, and Felicity found herself talking with him nearly the entire party. When everyone was saying their goodbyes and heading out, he had asked for her number and they had set up a coffee date the next afternoon before she headed back to Starling. She hadn't thought about Oliver Queen once the entire party.

Unfortunately things ended with Craig a short three months later. They both worked long hours and had ridiculous schedules that did not work well with a long distance relationship. It was mutual and they parted on good terms.

Most importantly, it gave Felicity hope.

She met Ed Raymond at a Queen Consolidated fundraiser that she was attending as the new Head of Applied Technical Sciences.

Isabel had been one of many casualties in their fight with Slade. Felicity wasn't very upset about it and if that made her a horrible person then fine. With Isabel gone and her scheme revealed, the board voted to bring Oliver back to his position as CEO and his first order of business was to fix the department they had sabotaged. He named Felicity as the one for the job and she took to it full heartedly; glad to finally be in a position that challenged her and that she wasn't completely overqualified for.

It was after she had given her obligatory yet genuine speech to the businessmen and women present that he introduced himself.

"Ms. Smoak? Hi, my name is Edward Raymond."

The first thing that strikes her is how friendly he is. He has this genuine smile and relaxed posture that puts her at ease. It doesn't hurt that he's incredibly handsome; tall, toned physique, dark black hair, bright green eyes. A large hand, smooth and gentle shakes hers in greeting.

"Hi, yes, that's me, Felicity Smoak, head of Applied Technical Sciences at QC. I mean you probably already new that. Not that I'm being presumptuous or think that everyone knows who I am. It's just I was on stage maybe five minutes ago at max and that was basically all I was talking about."

His good-natured chuckle and wide smile tell her that her babbling does not put him off. In fact, she's pretty sure he finds it endearing.

"Oh they were right about your charm."

"They? Who is this they you speak of?"

Oh God, that was so incredibly dorky.

"Well, if you would like, I can tell you over a drink."

Edward offers his arm to her and she doesn't even think about it before slipping her hand into the crook of his elbow.

"That was very smooth, Mr. Raymond. I'll warn you now, I'm a fine wine kind of girl."

"That's perfect. I'm a wine person myself. Red or white?"

"Red, you can never go wrong with a good Lafite Rothschild."

"I think you and I are going to get along very well, Ms. Smoak."

She offers him a smile and steps a little closer as her leads them towards the bar.

"Please, call me Felicity."

"Then you have to call me Ed."

"Okay, Ed."

To Felicity's surprise they spend the rest of the night talking over wine and finger foods. She already made her rounds to the investors earlier that evening and the conversation between them is too good to pass up on. Ed tells her how he's new in town, just started a job with the city's number one news outlet as an investigative journalist. Felicity talks about her one experience with journalism in high school when her interviews ended up being mostly her talking while the other person gave short, one sentence answers to get it over with. He talks about his five-year-old son named Ronnie, his wife died three years ago in a car accident, and how brilliant the child is. Felicity can see the pride and love in Ed's eyes and for a second she wonders if her own father ever looked at her like that. She shakes the thought away and offers to show him and his son around the city sometime.

At one point Felicity feels his gaze on her back, barely covered by the see through yet elegant lace material of her magenta gown, from across the room. She ignores it, unlike so many times before when she would make a polite excuse and save him from whatever mundane, rich people society conversation he was stuck in. But right now, she's having one of the best conversations she's had in awhile with an attractive man who comes with baggage that he doesn't mind sharing with her. Oliver can save himself this time or wait for Sara to finish her conversation with Laurel.

Just then, Ed reaches into his pocket, fishing out his phone and checking the screen. Once he stops the phone from vibrating, he slips it back into his pocket and looks up at Felicity with an apology in his eyes.

"I promised my son that I would be back in time to tuck him in. That was my metaphorical stroke of midnight."

"Oh, you have to go. That's fine. I completely understand. You're son needs you."

Felicity can't help but be a little disappointed, even if the fact that he's leaving to wish his son goodnight melts her heart into a warm pile of goo.

"Unfortunately, yes. But listen, I had a really, really good time talking with you tonight. Is there any chance I can get your number? Take you up on that offer to show me and Ronnie around?"

"Sure."

The smile he gives her makes the one on her face grow even wider and if she weren't in the middle of a crowded ballroom she would probably be giggling up a storm. It's like her senior prom all over again when Johnny Davis asked her to prom in front of the whole school. Well, the feeling is the same. They're not in a high school gymnasium that smells like sweat and hormones filled with screaming jocks and their fans. So in a way, this is even better.

"Great. I'll talk to you tomorrow. It was really wonderful meeting you, Felicity."

"You too."

They exchange one last smile before his phone starts vibrating again, telling him it's really time to go. Felicity watches as he walks away and blushes when he looks back, catching her gaze and giving a little wave, before exiting the ballroom.

A warm hand on the small of her back brings Felicity out of her haze. She doesn't need to turn around to know who it is.

"Who was that?"

Sure enough, Oliver's voice reaches her ears, curious but with an edge to it that he just can't mask enough for her not to notice.

"His name is Ed Raymond, just moved here from New York City."

Felicity twirls around to face Oliver and he's closer than she expected him to be. She almost collides with his chest and has to take a stammering step back to steady herself. Oliver's hands immediately shoot out to help her, one grasping her hip and the other her shoulder. Once she's steady, she expects him to relinquish his hold on her. He doesn't.

"What did he want?"

Of course he would think that Ed wanted something from her. Because why else would any guy ever talk to Felicity Smoak, right? She can't help but roll her eyes.

"He was just being friendly. Like I said, he's new in town. He just got a job with Starling News as a journalist. His first assignment was this event."

Her heart skips a beat and her breath stutters when Oliver's thumbs start massaging small circles into her skin.

"That's it?"

"You know, not everyone has an ulterior motive, Oliver."

He frowns at that and looks like he's about to protest when her phone vibrates. It gives her the distraction she needs to pull away from Oliver and his hands that cause reactions in her he will never satisfy. He's made that abundantly clear.

Looking down at her phone she reads the text she just received and this time she can't hold back the small, happy laughter that bubbles out of her lips.

Felicity, this is Ed Raymond, I couldn't wait until tomorrow. Are you free for lunch? I would really like to see you again.

"Ollie, there you are."

Sara joins the pair, dressed in a stunning black chiffon dress with lace sleeves. It's sensual but not overtly sexy and it's something Felicity knows she would never be able to pull off.

"Hey."

He pulls her close with and arm slung around her waist and presses a tender kiss to her forehead.

Felicity turns back down to her phone and types out a response.

Lunch sounds great. Does twelve-thirty work for you?

The response comes less than a minute later.

Twelve-thirty it is. Mind picking the restaurant? I still need to learn all the good places to go around here. I was hoping you could give me some pointers.

She smiles at that and answers back.

That's perfect :)

Lunch dates progress into dinners which progress into movie nights at his place with Ronnie, who quickly falls in love with Felicity, which then become weekends spent together. When there's not urgent Arrow business of course.

Ed is smart, kind and he treats Felicity better than anyone ever has. He puts her first above everyone except Ronnie; no one has ever done that for her. The love and dedication he has for his son is another reason that Felicity quickly finds herself tumbling very close to the L word with him. Ronnie is his world and she can see that Ed is fiercely protective of him. Her father walked out on her and her mother when she was young. So young that it's hard to remember exactly what he was like with her. But she highly doubts it was anything like Ed is with Ronnie because never in a million years could she imagine him leaving his son behind.

It was a bit of an adjustment at first, juggling her new position at Queen Consolidated, her night time job, and the two new men in her life. At one point her and Ed almost break up over how little time they have for each other. It takes a week of silence and a talk with Oliver, surprisingly enough, for her to realize that she wants this, Ed and Ronnie, enough to fight for it.

"Is everything okay, Felicity?"

She doesn't hear Oliver's initial question, too caught up in her swirling thoughts and emotions about the state of her relationship.

"Felicity?"

"What? Oh, sorry. What did you say?"

His look is concerned, questioning, head tilted to the side and eyes squinting slightly.

"Is everything okay?"

"Yeah it's just… no. No, not really. Ed and I kind of had a really big fight and now we're not talking. I know that sounds like we're in high school, ignoring each other. But I think neither of us wants to risk saying something that we can't come back from."

Felicity sighs, hunching forward in her chair and rubbing at her temples. The headache she's had on and off this whole week flaring up in a throbbing ache.

"It doesn't sounds like that. Trust me, I know a thing or two about being scared of saying something and jeopardizing a relationship."

"He's just… he's really important to me, Oliver. I know he and I have only been dating for a couple months, but no one has treated me the way he does. I finally have someone to take care of me and who holds me at the same importance that I do him."

A gentle hand on her shoulder brings her head back up to look at Oliver. There's a look in his eye, the one he gives her when emotions are high and someone is usually near death. However, right now, on a normal weeknight in the foundry, while he works out on the salmon ladder and she runs systems updates on her computers, none of that is happening. But he still gives her that look and she still can't stop the butterfly reaction in her stomach.

"Felicity, if that's how you feel, then maybe it's worth taking the chance." Sincerity shines through his eyes mixed with an almost wistful melancholy emotion. "Take it from a guy who was stranded on an island for five years, if you have an opportunity to change something, do it."

He's right. This silent standoff between her and Ed isn't doing anything for their relationship. She's going to talk to him. Now. Right now.

"You're right. I have to go."

Felicity quickly gathers her things and shuts down her computers before running towards the stairs, shoving her arms in her coat as she goes.

"Felicity."

She's at the door; hand on the keypad and punching in the first number of the lock code when he calls out from the bottom of the steps.

"Ed isn't the only one who thinks you're important."

She smiles, nodding in acknowledgement, and runs out the door.

Hours later, when she's laying in Ed's bed on top of his bare chest after a very satisfying round of make up sex, Oliver's words creep back into her mind. She quickly slams them down and refuses to dwell on what he meant. It doesn't matter anyway.

There are no more close calls after that. Sure, Felicity and Ed have their disputes but nothing that is never resolved by the end of the day. They don't officially move in together, for Ronnie's sake, but when she's not at QC or Verdant, she's with the Raymond boys. Sometimes they go out together as a sort of pseudo family, other times she and Ed go out for an "adults only" night. Either way, she's happy.

It takes her awhile to realize that she's stopped waiting in the wings for Oliver to finally look at her and see her the way she sees – saw him. The realization of her shift in feelings comes about because of two specific events.

The first is when Oliver kisses her.

The second is when Ed proposes that night and she says yes.

He's walking her back to her office from lunch when he kisses her. It's not a strange occurrence. Walking her back from lunch not the kissing part. The kissing part is definitely not normal. They made a habit of grabbing lunch outside of the office at least once a week since they didn't see each other nearly as much thanks to her new position. He always walked her back and lingered a few extra minutes before ascending back into the world of Oliver Queen, CEO.

They're talking, well more specifically Felicity is babbling on animatedly about a post card Sara sent her from some village in China – her and Oliver broke up a few months ago on the grounds that it just wasn't working romantically anymore – and he's watching her with a fond smile on his face. They're in her office and she's leaning back against her desk, hands flying aimlessly as she talks, with Oliver standing in front of her. A lock of hair falls into her line of vision and she quickly blows at it to get it out of the way but that doesn't work. She tries again and hears Oliver's low chuckle at her huff of frustration when the strand doesn't move.

"Here."

A large, callused hand reaches up to gently tuck the strand of hair back behind her ear. The contact, for once, doesn't make Felicity's heart stop and then restart at a rate five times faster than normal. She smiles up at him in gratitude but the look in his eyes stops her cold.

No. No, no, no this is not happening. Not now when things with Ed and Ronnie are so going so well. Not now when she's finally found someone who she can give her heart to and whose heart also belongs to her. This. Is. Not. Happening.

Only it is.

Oliver's hand doesn't fall away from her. Instead, his fingertips ghost down from the outside of her ear to the smooth skin of her cheek until he's cupping it gently in the palm of his hand. His other hand raises to do the same and his thumbs stroke gently over the tops of her cheeks as he gazes at her with so much emotion it makes her head spin. Then he's leaning down and she knows. She knows exactly what's going to happen.

"Oliver, don – "

The pressure of his mouth against hers silences her protest.

It's nothing like she had imagined. For so long she thought that if this finally happened it would be rough, desperate, all consuming. But this is nothing like that. Oliver's mouth whispers gently against hers and their noses brush as their lips move together. It's possibly the most tender of kisses she's ever been given. She finds herself responding lightly, out of curiosity more than anything. Then his tongue sweeps out to stroke against hers and she knows this has to stop.

The thing is, she doesn't have to force herself to do it. She doesn't need to muster up her willpower and quickly put up a wall to keep her feelings in. There isn't a need inside her to continue kissing Oliver.

She's beyond relieved as she lightly pushes against his chest and breaks the kiss.

"I'm too late, aren't I?"

Their eyes meet and in that moment they know. They know whatever this was, whatever it could have been, has passed. She was too early and he was too late.

"Oliver… I wasn't going to wait for you forever."

"I know that. You shouldn't have to wait that long for anyone. I just… I had to do that. At least once. To know what it would feel like."

Her head falls to rest against his chest and she can hear the fast beating of his heart. His arms wrap around her, pulling her body close and her hands fist in his shirt.

"And what did it feel like? Everything you expected?"

"No. It was so much better."

Their embrace is bittersweet. The end to a beginning that never had a chance.

How is it that two people can want something so much but yet not enough?

She doesn't know how long they stand there, wrapped up in silence and each other. But it's long enough that the sun begins to come in at a different angle and the tears she's been holding back dry up.

In the end it's the ringing of her phone that disrupts their embrace. She reaches behind herself for it but doesn't leave the circle of Oliver's arms.

"Hello?"

"Hey, sweetheart. Just calling to see what time you think you'll be over for dinner."

Of course it's Ed. Of course. Surprisingly though, she doesn't feel the overwhelming guilt she expected to. Hearing his voice, it actually makes her feel lighter, happier. And she knows she's made the right decision.

"I should be home around six. What are we having?"

"It's a surprise. But a good one. You'll love it. Ronnie is really excited about it."

"Well if Ronnie is excited than how can I not be? I'll see you in a few hours, okay?"

"Okay. I love you."

She smiles at that. No matter how many times he tells her he loves her it still makes her cheeks heat and her heart beat faster. There will probably never be a time when it doesn't.

"I love you, too. Give Ronnie my love. Bye."

When she hangs up the phone she's not exactly sure what she expects to find on Oliver's face. It's definitely not the sad, accepting smile he gives her though.

"That Raymond?"

"Yeah. He and Ronnie have something sneaky planned for dinner tonight, I just know it."

"Why don't you leave early? Go be with them."

"Really?"

"Yeah."

Felicity slides her arms up around Oliver's shoulders, pulling him into another hug and burying her face in the crook of his neck.

"Thank you. For understanding."

She can feel him squeeze her and burrow his face into her hair as he let's out a ragged breath.

"Always."

Tears sting in her eyes where they threaten to poor over. She doesn't let them.

"I love you, Felicity."

God, she's waited so long to hear him utter those words to her. And now, when he finally does, she wishes he wouldn't. Because she can't say it back anymore the way she once could.

"I love you, too."

One last second. She gives herself this one last second to bask in what it feels like to be loved by Oliver Queen.

And then she let's go.

Later that night, after a wonderful dinner with two of her favorite people in the world, Ed slips down onto one knee, pulls out a velvet box, and asks her to marry him. She doesn't even think twice before wrapping herself around him with a loud and resounding yes.

….

Author's Note: I'm sorry. Please don't hate me.

- Bri