A/N: Here's a little something I felt I needed to write, because it wouldn't let me go.

If you need some visual encouragement, I would suggest watching Rewind and The Painting, since this story is based on the flashbacks in those and the one comment Harvey made in 2x08 "Donna, about that time, you once told me–"

Anyway, I hope you like it! Big thanks to Cassie (Follow-ur-Shadow) for your encouragement and feedback. You rock!

Summary: Harvey and Donna's friendship after The Other Time is the center of this story. Harvey's dad passed away, but he isn't dealing with the loss.

Part I

Late Spring 2007 - New York City, NY

"Goddammit!"

DONNA CONTINUED typing up the last email of the night, never once looking up from her screen. Her boss had been in a particularly bad mood all day and some time in the late afternoon, she had decided to just let him be after her well-meant advice was thrown back in her face with such vigor, she physically recoiled. But she took the hit in stride because Harvey was hurting. His dad had unexpectedly passed away a few weeks earlier, and as expected, he was incapable of coping with the emotions losing someone that important brought with it.

Instead of mourning, Donna had watched him celebrate his promotion, diving head-first into his work, pretending he was okay. But she knew better. The devastation in his eyes when she had delivered the news was something she would never forget. Yet he had gathered himself and acted like it was business as usual. Hell, if it hadn't been for her, he wouldn't even have gone to the funeral. However, some gentle persuasion had let him to go. Unfortunately, he had come back in a worse mood.

Finally, after some prying on her part over a few drinks one night, he had recounted the events leading up to the falling out with his mom.

"It's like I don't even have a family anymore."

There was a small door into his heart and soul he opened every so often, just a crack. Only for her. He would let her in enough to get a glimpse of what was really going on, before he slammed it back shut, telling her and himself everything was fine, and not to worry. But Donna being Donna had no trouble seeing through his facade, even though it led to the occasional blowup between them when frustration got the better of them both; her frustration with him for not allowing himself to feel any emotions and his frustration with her for being able to read him like a book and him therefore being unable to hide his true self.

But it worked. They worked. Spending nearly every day together for over five years had allowed them to grow close, really close. Closer than some couples Donna knew. However, she never lingered on that idea. They were co-workers who cared about each other as friends.

Except, they had been lovers, too. For one, too short, glorious night, Harvey Specter had made her see stars and in the few moments before he'd woken up the next morning, she had allowed herself to wonder what it would be like to wake up next to him every day. Despite the fact she knew this was most likely a one-time thing, her body craved more and her heart, well, it did a little dance of its own remembering how he had passionately kissed her afterwards with a longing in his eyes she thought only she possessed.

From day one, the physical attraction between them had been hard to ignore and when the opportunity had presented itself, they had both jumped at the chance. For Donna, it had been more than just carnal lust. Somewhere, deep inside, she had hoped that perhaps there was something there, that maybe he wanted her for more than just her body and he would be willing to give them a real shot. Because when he had subsequently called her to tell her he wanted to talk, her heart had skipped a beat and she'd stupidly allowed hope to reign free.

For when they did meet, he'd virtually begged her to come with him to a new firm and in a split second, she'd had to decide between betting on a serial womanizer changing his ways for her, or having him in her life in a professional capacity, even helping him shape his career. She had foolishly chosen the safest option.

"We put it out of our minds and we never mention it again."

She had often speculated what would have happened if she had told him the truth that day.

Still, there were moments when Donna wondered if Harvey might see her as more than just a friend. She would eavesdrop on him defending her from Louis' attacks and never once had Harvey participated when a client had made lewd comments about her or them. He was extremely protective of her and sometimes flat out jealous. Like when she'd told him about last week's date with Jason, and the shimmer of despondency that had crossed his face, followed by the forced way he'd uttered he was happy for her. And then there were the stolen glances, the late night calls, and the small things he did because he knew it would make her smile, all the while keeping a physical distance between them. He walked the line, careful not to cross it.

Sadly, Donna was no better. She knew about all his conquests, kept track of them, telling herself it was only for fun, because she could tease him about it mercilessly. But the truth was no laughing matter. She was terrified he would one day come in and tell her he'd fallen in love. Or worse, had found the one. So, instead, she played the same game he did, walking just close enough to the fire to feel the soothing warmth, but having to maintain a safe distance to not get burned by the flames. By him.

Packing up her things, Donna got ready to leave. It was nearly 6 pm on Friday night and she had to get ready for her second date with Jason tonight, which she was really looking forward to. When prompted, Donna had immediately agreed to see him again, because date number one had definitely been a whole lot of fun.

Jason was an artist and had absolutely nothing to do with corporate life, a little fact she loved more than she cared to admit. He took her out of her world with stories of his travels and his hopes and dreams of a life in the French countryside. And she had dreamed with him because it felt so easy, uncomplicated, unlike anything she dealt with on a daily basis.

Thanks to the glass walls, Donna could make out Harvey's form sitting in the chair behind his new desk, facing Manhattan's skyline. The bigger office he now occupied meant a larger distance for her to cross, allowing him ample time to acknowledge her presence. Yet he didn't move when she walked in. "I have the Felton merger all typed up and I got those tickets for the Yankees you wanted to give to Stuart Daley. Now, if there isn't anything else, I'll be going home." Donna spoke to his back. When no response came, she left the documents on his desk and turned towards the door. Halfway there, his voice cut through the silence.

"That was my mom on the phone," Harvey said softly.

Surprised by his admission, Donna pivoted around, glad he was opening up only to be met by more silence. "What did she want?" She kept staring at his chair's backside and noticed him square his shoulders, which meant he was putting up a brave front before facing her. Her heart sank a little, wondering if he would ever allow himself some consolation. A second later, he swiveled his chair around, meeting her eyes only for a moment before darting them to his laptop screen as fast he could.

"I've been dodging her calls for weeks. Now I remember why," he scoffed, evading the question.

When his gaze met hers, her heart sank further. She measured his sorrowful expression, his tightly drawn lips and haunted eyes which almost revealed the tears hiding behind them. He looked worn out and for a moment she wished there was some comfort to extend, because she ached for him, wishing he'd speak the words those eyes were trying to say. "I'm so sorry."

He let out a heavy sigh as if accepting defeat. "Didn't you have a date?"

"I do. Are you going to be okay?"

"I'll be fine."

"You know you can always call me," she offered, knowing he wouldn't take her up on it, no matter how much she wished he would.

He tried to smile. "Goodnight, Donna."

The dismissal was like a slap in the face and she hesitated for a moment debating if leaving was such a good idea. Eventually, realizing his armor was up, she gave in, lacking the energy to engage him tonight. "Goodnight, Harvey."

•

WITH A GENTLE sway of her hip, Donna strode out of his office and Harvey's gaze followed her until she disappeared. His heart sank, wishing she would stay, perhaps listen to some of his dad's records with him over a few glasses of Scotch. Instead, she would be out with some guy, laughing, having fun, maybe fucking the lucky bastard, while he was left to drown his sorrows by himself.

Why couldn't he just open up to her? Tell her exactly how much this thing with his mom was hurting him? Because it was. Gordon Specter had been gone for less than a month and in that time, he had spoken to his brother twice and both times had ended in an argument over the funeral and Harvey's feud with Lily. That was it. He was left to face the grief alone and he was reaching the point where he simply couldn't do it anymore.

Things were changing too fast. His dad dying, his promotion and the bigger office it came with, his new apartment. He needed something familiar to hold onto, because he felt like a stranger in his own life.

Seeking comfort in the arms of nameless women took the sting out for a little while and if he kicked back enough liquor, for one night, he could escape the darkness surrounding him altogether, a welcome distraction that had kept him going for a while now. But the nights grew colder and his suffering only seemed to grow. It felt like a hole in his chest was being dug for the pain to settle in, take root, until his entire heart succumbed under the growing pressure.

For weeks, Donna had coaxed him to talk, to unload some of the burden, but every time he had tried opening up, he'd been paralyzed, unable to find the words buried under a pile of emotions so overwhelming, it was easier to deny they existed at all. He just couldn't do it and it made him wonder why. Even though Lily's betrayal happened years ago, her actions still had consequences to this day, and he hated her for it; hated himself for not being able to move past it.

Although Harvey knew he could trust Donna, being vulnerable wasn't something he was at all comfortable with. And after that little stunt Lily pulled, he wasn't even certain trust was the right word. Donna had his back, professionally, but who was to say she wouldn't leave him as well? If whatshisname put a ring on her finger, it would only be a matter of time before she'd step back and eventually quit altogether. Sure, they were friends now, but there were no guarantees.

Except, there were moments, little flashes, when Donna's gaze pierced right through him as he caught her staring at him. He'd heard about her defending him to everyone from paralegals to senior partners. She was protective of him and he couldn't figure out why. Yet it was the reason he kept her at arm's length. Literally. He didn't trust himself with her, afraid he might do something stupid like kiss her and she would want more. She would deserve more. And all he was good for was sex.

Harvey had seen how his dad had loved his mom. And in return, every nice gesture, touch or look Lily had given her husband had been shrouded by a lie so dark and all-encompassing, Harvey simply never believed her intentions were true. The notion a woman could pretend to be in love with a man while double-crossing him at the same time, had woven itself deeply within his soul, he just stayed away from the romantic relationships altogether, assuming all women were the same.

Until Donna Paulsen barged into his life. And she was unlike any woman he had ever encountered. Incredibly smart, seriously funny, brazenly bold and to top it all off, breathtakingly beautiful. So naturally, his first instinct had been to reduce her to another notch on his belt, forcing her to be like all other women. Except, Donna refused to sleep with him, no matter how hard he'd tried, citing her rule of not having sex with people she worked with or some other bullshit he had decided to ignore while trying to get in her pants. Though, he had respected the hell out of her for it.

And when she eventually did agree, it had changed something in him, somehow disappointed she had given in, knowing all too well she was definitely relationship material, and he was definitely not. But he had been selfish in his conquest, longing to be worthy of her affection, while diminishing her to be like all the other women in his life, detaching himself from a reality he wasn't ready to face, the one in which she was different.

Then the opportunity arose to bring her along to a new firm and he had a choice to make: try the dating game and surely fail or keep it professional, but keep her close. He had chosen the safest option. Yet the flicker of disappointment he had seen shift across her face the moment he had proposed the idea, stabbed him in the heart and twisted the knife. Although he'd felt like an asshole for doing this to her, a weight had been lifted off his shoulders when she had agreed. She would remain by his side and that was enough to make him feel like he could conquer the world.

But tonight, he would find victory in getting a good night's sleep, because the loneliness that had descended on him was triggering all kinds of desires to keep his mind occupied in ways he would regret in the morning.

A few hours later, Harvey stared into the fire burning in the hearth. It was late in the spring and the weather outside had improved a lot over the last few weeks. Still, he welcomed the warmth as it blanketed him. He had taken a case home, to keep himself busy and for the past two hours, it had done exactly that. The take-out he'd ordered had been good enough to sustain him until morning, but he was now on his third glass of Scotch and his mind had started to wander, pulling him further into the misery drowning him and his wish to somehow share some of the pain.

Donna. He kept going back to the gorgeous redhead he got to call his friend. If there was ever anyone he would confide in, it was her and he silently cursed his inability to do so. Pouring himself some liquid courage, he took a big gulp of his drink and decided to reach out. With his heart rate accelerating rapidly, he started typing. And then deleted the thing. It was a sequence he repeated several times until he finally settled on a simple phrase.

He was crazy about you.

The reply came instantly, making him feel… important? Loved? Regardless of what it was, it caused him to swallow hard. It was past 11 pm, why was she able to answer him at all?

The feeling was mutual. Are you OK?

•

DONNA STARED at her phone, whishing the thing would go off. She had just gotten ready for bed and had been reading a book when Harvey had texted her. Jason, being a gentleman, had walked her home, kissed her goodnight and left her without any expectations. Although she would have gone home with him, she was glad to be alone now. The text from her mom earlier had unsettled her and Harvey's message only added fuel to the fire. When another beep sounded, her heart stopped.

No.

Dialing the number she had memorized ages ago, Donna listened to the intermitted tones sounding every few seconds. When the call went unanswered, she hesitated. After a tough day at the office, Harvey had reached out and there was only one thing she could think of doing.

Thirty minutes later, with a shaky hand, she knocked on his door, shifting her weight impatiently while she waited for him to let her in. Unable to hear any noises coming from inside, she wondered if he was even home as a nervousness crawled up her spine. Donna hadn't been to his house before. What if this was a mistake? What if he was mad at her for crossing a boundary? But he had reached out to her and it was time they finally had a real discussion about things.

A surge of frustration got the better of her the longer she stood outside.

When he eventually answered after what felt like an eternity, she was met by a disheveled version of her boss, who had more than a faint hint of alcohol on his breath. He had traded his suit for a pair of jeans and a sweater and looked comfortable, if it weren't for his clenched jaws and eyes as big as a deer's caught in headlights.

"What are you doing here?"

Not waiting for an invitation in, she breezed past him, his question only adding to her annoyance. Of course he'd feign indifference, and pretend he hadn't just texted her he was not okay. Would he ever be honest with her about his feelings instead of the push and pull he seemed so goddamned good at? "I'd thought I'd come check out your new place, since I was in the area," she deadpanned.

Coming to a standstill besides the kitchen island, she quickly scanned his apartment, taking in the sofa and the kitchen, the only things illuminated enough by the faint light from the fireplace to make out. The design was minimal, almost sterile. "Nice place. You should sign up for Bachelor Pad of the Year," she said with a hint of sarcasm in her voice. Shrugging off her coat, she folded it over a barstool and made her way to the couch, plopping down next to where—judging by the tumbler and some paperwork—he had been sitting, throwing one leg over the other while tensely rocking her foot up and down. She wasn't going anywhere until she got him to talk.

"If you came here to make fun of how I live, you can leave again. I'm not in the mood."

Scanning his body from head to toe, she scrutinized him. Without his Tom Ford armor on, he looked much more fragile, the sadness no longer only visible in just his eyes but in his entire posture. It softened her mood, the reminder of why she was here at all standing before her with an undeniable load of grief on his shoulders. "Why don't you pour me a glass of whatever you are having, and we can talk."

"I have nothing to talk about," he mumbled, getting a glass from the cupboard and pouring her something from a half-empty bottle left on the counter before making his way over to the couch.

Unable to keep from sighing, she gave in. "Fine. Then I'll talk. I think my parents are headed for a divorce." Taking the glass he offered, she watched him take a seat next to her, his brows furrowed.

"What happened?"

"I don't know. I just know they haven't been happy for a while and tonight my mom texted to inform me she is going to stay with her sister in Maine. My mom hates cellphones. She's never texted me before. Something is wrong and I don't know what to do about it," she explained nervously. Taking a sip from her drink, Donna was glad to get the load off her shoulders, somehow always finding it easy to talk to him. Except this time, she also had an ulterior motive, hoping that opening up would lead him to do the same.

"I'm sorry, Donna."

•

HARVEY WATCHED how a disarming smile crossed her lips and for a moment he wished he could comfort her. He knew her parents; had met her mom once in the office and not too long ago he had faced off with Jim Paulsen when he had tried to involve his own daughter in some of his shady bullshit. He couldn't care less about the man, but he hated seeing Donna like this.

If the situation were any different, he would probably put his arm around her, and she would relax into him. He'd maybe even leave a kiss on her temple, telling her it was all going to be okay. Tragically, they had their boundaries, but that did not stop him from thinking about all the ways he could make her forget, causing his gaze to drop to her lips.

"Harvey…"

Realizing he was staring, he quickly darted his eyes away.

The alcohol in his blood stream was putting dangerous ideas in his brain. Or maybe it was just allowing him to see what was already there. Either way, Donna's presence next to him on his brand new couch in his brand new apartment was doing something to him, triggering a hunger he didn't know he possessed—the desire to let her in—even though his ineptness to do so told him to put it out of his mind. She was after all a woman.

"I'm worried about you," she confessed, her soft voice cutting straight through him, calling him back to the room.

Apparently, she was no longer the topic of this conversation and he felt himself withdraw emotionally. "Don't be."

"I can't help it. I've watched you, day in, day out, go through the motions, acting like all is fine, but it's not."

"Just let it go, Donna." Goddammit. He never should have texted her. He couldn't do this.

"I can't."

His eyes met hers, trying to search for any evidence of dishonesty and finding none. "Why?"

"Because I care about you, Harvey."

Her sweet admission softened his barriers for a second, feeling that right now she was probably the only one who did. And how pathetic did that make him? It also made him an asshole for not being able to handle it. "Well, maybe you shouldn't."

"Why don't you let me be the judge of that."

Why was she so fucking relentless? It wasn't like he deserved her compassion. He'd rather wallow in self-pity than accept any type of comfort that didn't come with lots of booze and anonymous sex, neither one she would provide. God, he really was an asshole. "Does Jason know you're here?" Maybe if he got confirmation she was like all the others, it would be easier to fend her off and send her on her way.

"He doesn't."

See? He knew it. Scoffing softly, he took a big swig of his drink, letting the alcohol burn away the disappointment rising to the surface.

"What?"

"Nothing." I was just right about keeping my distance, he cursed to himself.

"He left before you texted me. If he had been there, I would have told him I was coming over, because he knows we're friends and he also knows you just lost your dad."

Right, how wonderful to be reminded of the fact he was a sorry SOB. "You should go."

"I don't want to go," she deadpanned.

"Why not?"

"Because you are pushing me away and I want to know why."

Yeah, like that was a conversation he was willing to have. "Donna," he warned.

"Don't Donna me, Harvey. For weeks, I've watched you skulk around, throwing tantrums, biting my head off when you should be mourning your father. You're ignoring the pain which is obviously torturing you. I might not know what it's like to lose a parent, but I do know the loss of a loved one. And grieving is the only thing that will allow you to move on. I'm not saying it will be easy, but Harvey…" She paused and he could feel her eyes boring through him. "You're not alone. I'm here for you," she softly said, the words hitting him like a ton of bricks.

Somewhere during that last sentence, Donna had placed her hand over his, wincing when she felt him flinch. She had blurred a line they had been careful to keep clear. Yet he didn't retract his hand now frozen to the spot, realizing he was somehow drawing strength from the small touch she provided.

Her voice found a lower register, coaxing him on further. "You wouldn't have texted me if you didn't want to talk to me. I'm here. And I'm not going anywhere. And we don't even have to talk. We can just sit here and stare at our feet. But I think it's time for you to face your pain."

Her thumb had started moving in circles over the back of his hand and he was afraid his chest would bruise from the way his heart pounded.

Harvey struggled to remain in control, feeling his hold slipping. Suffocated by the swirling thoughts, raging grief and Donna's nearness, he jolted from the sofa, helplessly throwing his hands up in the air. He tried to be composed when he spoke, hoping the quiver of his lip would go unnoticed. "What do you want me to say, Donna? That I feel like shit? Because I do. I miss my dad. He'd be the one I would talk to in a situation like this. He's always been the only person I could really trust. But now he's gone and I—" His voice broke and he sought to swallow the grief away, blinking hard against the sting in his eyes.

Wordlessly, Donna got up and made her way over to him. Harvey almost took a step backward, a look of nervousness on his face. He didn't want her pity. He was fine, for god's sakes. But her eyes never left his and he could tell she was on the brink of tears herself. He tracked her every move, afraid of what might come next. Afraid she might perceive him to be weak, although deep down he knew it was already too late for that. He had lost the battle. And for one, exceptional moment in time, he allowed her to come near.

"I'm so sorry, Harvey," she whispered, gently raising her arms and wrapping them around his neck in a tentative embrace. He only hesitated for a second before surrendering, feeling her grip tighten the minute he did.

Soon, the initial shock of her closeness had worn off and he let the tears fall, opening his heart to a pain so big, it would no doubt shatter him to pieces. He braced himself for impact, yet, the sanctuary he found in her arms evidently took the edge off, keeping him whole and upright. The mind-numbing agony he had expected turned out to be nothing more than sadness. A shitload of it, unlike anything he had every experienced before, but it was…bearable?

As he let the waves of sorrow and regret crash over him, he faintly registered her fingers playing with his hair. Something about her calmed him in a way that could very easily become addictive. Perhaps it was the faint smell of her perfume he had gotten so used to over the years. Or her body fitting so perfectly against his. Regardless, he felt himself relax for the first time in weeks.

•

DONNA'S HEART broke as she held her boss, feeling his shoulders move up and down as he softly sobbed in her arms. It had taken a lot of perseverance on her part, but she was glad to have pushed through. Maybe now he could start to heal the wound that had been so clearly afflicting him. And deep down she was grateful for being the person Harvey would turn to when the chips were down.

"It's okay," she cooed softly, stroking his hair. "You'll be okay." Holding him in her arms, Donna had no way of preventing his scent from enveloping her. Unfortunately, it brought back many images of a night she had a hard time forgetting. Pushing the thoughts away automatically, now was not the time to let herself get lost in them as she often would. However, she failed to stop herself from briefly wondering why they couldn't have both.

Donna held him for as long as he would let her, rocking them both gently in the dimly lit living room. When the sobs finally subsided, he slowly pulled back.

Harvey tried to put some distance between them immediately, but she didn't let him, keeping a tight grip on his arms and letting him see the tears she had shed with him, her grief not only for Gordon Specter, but for them as well.

Placing a hand on his cheek, she carefully wiped away the last remnants of moisture. "Hey. It's gonna be okay," she whispered. The smile he tried to muster didn't quite catch and she wished she could somehow take his pain away as her eyes trailed her hand brushing over his broken heart.

Looking up into his red-rimmed eyes, she found him staring straight at her and got sucked into the depths of his dark gaze and the way it coveted her. The crackling of the fireplace suddenly became immensely loud when his lips parted slightly, her breath hitched and for a moment the world stopped moving.

Donna recoiled so fast, she shocked them both into reality, putting distance between them with her arms stretched out in front of her.

She thought she saw a flicker of disappointment cross his features before he turned around and headed for the kitchen. Gazing at his retreating back, there was suddenly a coldness where his body had been as a shiver ran over her spine from the adrenaline coursing through her veins.

After throwing some water on his face, Harvey hunched forward over the sink, dropping his head. Although the air in the room grew heavier with each passing second and Donna was unsure about what to do, she waited a minute as the weight of the moment came crashing down. "Do you want me to go?"

Squaring his shoulders, like she'd seen him do that afternoon, he turned to face her. With the kitchen island between them, he grabbed the bottle of Scotch and asked, "You want a refill?"

Smiling in relief, she took her glass and brought it to him, silently watching how he poured her a drink as water pooled from his chin onto the counter. "You're dripping," she quipped, hoping it would lighten the mood.

"Yeah, well. As long as it's only water from my chin, I'll be fine," he retorted, the edges of his mouth curving up slightly. It still wasn't a smile, but it was getting there.

He ran a palm over his face and released a sigh. "Listen, I'm sorry I yelled at you today."

The apology was definitely a surprise, and a welcome one at that. "It's okay, Harvey."

"No, it's not. I just—" Combing his fingers through his already tousled hair, looking exhausted.

"I know, Harvey." Putting the tumbler down, Donna smiled up at him. "Are you going to be okay?"

Sad eyes met hers. "Do I have a choice?"

"You always do. But I think you're going to be just fine." Walking over to the barstool holding her coat, she put the garment on. "I should go. You need to get some sleep." As the words left her mouth, she watched him stifle a yawn. She wasn't sure if she wanted him to ask her to stay, but in light of the current tension between them, leaving felt like the best option.

She was almost out the door, when her name on his lips cut through the silence as he walked behind her to see her out.

Turning around to face him one last time, Donna assured him with a tender smile, "I know, Harvey. I'll see you on Monday," knowing it was his way of thanking her.

About an hour later, she was finally in bed, again, convinced that sleep was probably not on the list for her tonight when her phone beeped on the nightstand.

Thank you.

Reading the message, Donna smiled, a mix of relief and something else washing over her. Was that love?