Not being able to sleep at night was nothing new for Shepard. Wandering the ship at 0300 hours when that happened was nothing new. But the sudden flooding of warmth in her chest as she stepped off the elevator on the Engineering level and caught sight of Ashley Williams near the weapons locker - now that was new.

The gunnery chief stood with her back to Shepard. The sleeveless compression tee Williams wore emphasized her strong shoulders and biceps, while leaving no doubt as to the firm muscles across her back. Her hair was uncharacteristically loose, and Williams had to keep tucking it behind her ears to keep sight of what she was working on. Shepard imagined tangling her own fingers in that hair, pulling the chief towards her . . .

Shepard took a few unconscious steps forward, and found herself entranced by Williams' deft hands replacing the scope on her sniper rifle with the one Shepard had found for her during the previous day's mission. Williams' hands were sure, each movement precise. Her long fingers moved easily, completing their task with seeming ease. Shepard began picturing other, more personal, uses for those hands. . .

"Ma'am?"

Shepard jerked her eyes away from Williams' hands, startled out of her wandering thoughts by Williams' voice. Fuck - where did that come from?

"Was there something you needed, Commander?"

Shepard hoped that the night lighting of the storage area hid her flushing cheeks. Maybe Williams didn't notice the way Shepard had been staring at her.

"I, uh, . . ." Smooth, Shepard. Shepard took a breath and tried to work some moisture into her suddenly dry mouth. Let's try that again. "Sorry, Williams. Wasn't expecting to find anyone else down here at this hour. Hope I didn't disturb, uh, whatever it is you're working on." There. That was totally smooth.

"No - you didn't disturb anything. Sometimes when I can't sleep, I come down here to work on the weapons. It relaxes me." Williams gestured for Shepard to come closer. She picked up the sniper rifle she'd been working on and held it up for Shepard to see. "That scope you picked up during our last mission is great - can't wait to try it out in battle. Thanks for passing it along to me."

Standing shoulder to incredible shoulder with Williams, Shepard was suddenly very conscious of the fact that all she was wearing was a tight, thin white tank and loose gray pajama pants, with her hair probably sticking up in a dozen different directions. Was she imagining that Williams' eyes were drifting over to her chest? Oh, shit. The cool air in the storage area had her nipples straining at the fabric of her shirt. At least she hoped it was just the cool air that was causing the effect, and not the proximity of the gunnery chief.

Dammit. It was probably the proximity of the gunnery chief.

"Uh. No problem, Chief. Glad it worked out." Pause. Now what? "Um. I should go."

With one final glance at Williams' amazing shoulders, Shepard executed a probably-too-fast about face, and headed right back to the elevator. As the doors hissed shut, she heard Williams quietly say, "Goodnight, Skipper." And for some inexplicable reason, that warmth from her chest promptly pooled somewhat lower.

Shepard made a beeline back to her quarters and quickly closed the door behind herself. What in the hell was that? She'd been working with Williams for a couple of weeks now, and had never found herself thinking of her in that way. Had she?

Well, maybe a few times she may have admired the way Williams ran headlong into battle, wondering in what other activities she'd show such wild abandon. And perhaps she'd stolen a few extra glances at Williams on the shuttle rides during missions, noticing the set of Williams' chin as she steeled herself for the fight ahead, imagining that intensity directed towards other . . . things. And then there was that one time when she lay on a bench with a barbell suspended above her chest for an uncomfortable amount of time while she found herself unable to stop watching Williams doing crunches in the gym, sweat beading on the chief's forehead, abdominal muscles tensing and relaxing. . .

Well, shit.

Shepard flopped backwards onto her bed and stared at the ceiling for a very long time.

"Goodnight, Skipper," Ashley sighed as the elevator doors shut.

So much for that idea. Everyone knew that Shepard had bouts of insomnia. Everyone knew that she'd eventually wander the normally empty parts of the ship when she did. Williams had been working on weapons maintenance in the middle of the goddamn night 5 nights out of the last 7, hoping to be around when Shepard eventually made her way to the weapons area. But it didn't quite turn out as she expected.

From the first moment she met Shepard on the ground on Eden Prime, Williams couldn't help but be instantly drawn to the woman. She was tall, confident, and hot as hell with her tousled red hair pushed back randomly off her face and her piercing green eyes.

It had been a couple weeks since Shepard had asked her to join the crew of the Normandy, and Williams had spent much of that time trying to figure out how to get to know the commander better.

She'd noticed the way Shepard would sometimes watch her a little bit too long at the start of battles. And Williams thought she had caught her looking at her on the shuttle once, but when she turned to make eye contact, Shepard was busily examining her omni-tool. Then there was that one time at the gym, when Shepard held a ridiculously heavy barbell over her chest for an extraordinarily long time while Ashley was doing her crunches. Actually, Ashley had been done with her crunches, but did dozens more after she realized that she had a rather attractive audience of one. She was a little sore the next day from the extra reps, but it was totally worth it.

So tonight when Shepard stepped off the elevator, Ashley thought for sure that she could find a way to make a more . . . personal connection.

Ashley had let her hair down, even though it kept falling in her eyes and in front of her face, making it difficult to do her work. There was a reason she kept it tied back, dammit. Long hair was impractical for most purposes. But she knew it looked good when she wore it loose, so. . .

When the elevator opened, Ashley assumed it was Shepard. She focused on her work, wanting to let Shepard come to her. Maybe she'd notice that Ashley was wasting no time using the sniper rifle scope Shepard had found for her, maybe it would let her know she appreciated the gesture (if that's what it was). She continued her task, waiting for a greeting from Shepard. Several moments passed, and - nothing.

Finally, she turned to look over her shoulder, and saw Shepard just standing there, just a few steps from the elevator, staring at Ashley's hands. Her hands? Ashley thought she looked pretty damn good in her sleeveless shirt with her hair down and everything, and the commander was looking at her dirty hands?

"Ma'am?" Ma'am? Shit. That wasn't very casual. Much too professional. At least it startled Shepard's eyes away from her grimy fingers. But still no response yet.

"Was there something you needed, Commander?" Oh god. She was really bad at this. At least she didn't say something totally ridiculous, like So, do you come here often? Although maybe that would have been an improvement.

Shepard stammered something, then took a breath and said, "Sorry, Williams. Wasn't expecting to find anyone else down here at this hour. Hope I didn't disturb, uh, whatever it is you're working on." Williams. Not Ashley. Well, she did start it by calling her Commander. And Ma'am. Fuck. This was not going well.

"No - you didn't disturb anything. Sometimes when I can't sleep, I come down here to work on the weapons. It relaxes me." Relaxes me? Sure, why not. Better than I've been staying up night after night hoping you'd show up, Skipper. About damn time you came down. But only just.

She needed to get Shepard out of the shadows and closer to her, or this would go nowhere fast. So Williams gestured for her to join her at the weapons table. Now what? The rifle! "That scope you picked up during our last mission is great - can't wait to try it out in battle. Thanks for passing it along to me."

Not bad. At least Ashley had Shepard next to her, shoulder to shoulder. Shepard's hair was typically mussed, and her feet were bare. Ashley glanced over and down and realized that the commander was filling out a very tight, very thin white tank top quite nicely. Damn - those breasts were wasted under a compression shirt, let alone beneath an armored chest-plate. Ashley couldn't quite tear her eyes away, especially as she noticed Shepard's nipples pressing against the shirt. She imagined herself taking one of them into her mouth and . . .

"Uh. No problem, Chief. Glad it worked out. Um. I should go."

That's it? Almost a week of no sleep waiting for this chance, and that's the best Ashley can do?

Shepard spun on her heel and headed back to the elevator.

All of her frustrated desire was poured into a quiet, "Goodnight, Skipper."

Ashley watched the elevator doors close then banged her head gently against the nearest locker. In retrospect, she'd done a piss-poor job preparing for an actual one-on-one conversation with Shepard. Her focus for the last week had been just to be somewhere Shepard would end up. She didn't actually have any idea what would happen next. It probably would have been a good idea to have at least had something to talk about at the ready. And it definitely would have been a good idea to call her something other than Ma'am. And now it would be too obvious to try to lay in wait in the storage area for another "coincidental" late night meeting.

Worse yet, had she totally misread Shepard? Was there really a mutual attraction?

She banged her head a couple more times for good measure, then sank to the floor to figure out what to do next.