This is a different take on what could have happened the night Carol came to Doug's apartment after she lost Tatiana in Season 1.

Doug Ross could never fully get Carol Hathaway out of his mind no matter how many women he slept with to dull the pain that seemed to stay deep within him. What was it about this woman? How did she seem to get under his skin and just stay there. He knew he had treated her badly during their two years together. If you really wanted to call it that. It was more like short spurts of happiness together, and then one of his indiscretions followed by his promise that it wouldn't happen again and Carol taking him back. He really intended to make good on promises, but somehow he would find himself in the arms of women after long nights at numerous bars. The truth was that he was terrified of Carol. Terrified of how she made his heart pound every time she walked into the room. Terrified of the way she believed him when he said it wouldn't happen again. Terrified of the way he really did love her and knowing deep down that he couldn't keep making her promises he couldn't keep. So he ended it. At first, he was glad to be freed of the pressure and the guilt and every other feeling that accompanied it. He was free to drink himself into oblivion and to sleep with half of Chicago if he wanted to. Carol starting dating John Taglieri a few months after they broke up. It really didn't bother Doug too much at first. He never thought it would turn into anything serious. Doug and Carol's working relationship was a little strained at first, but Doug quickly charmed his way back into a tenuous friendship. Doug's world came to a standstill the night Carol was brought into the ER near death from an intentional OD. He was literally shellshocked. He just couldn't understand how this could have happened to her. She had stood before him just that afternoon joking and laughing right along with him. Doug immediately blamed himself for this turn of events and knew he would never ever forgive himself if Carol indeed died. He felt numb inside until he knew for sure that Carol had turned the corner and was going to live. It took him weeks to get up the nerve to bring her flowers, even though Susan and Mark kept urging him to do so. When Carol came back to work, it seemed as though her relationship with Tag picked up steam. It bothered Doug. Bothered him to the point of surprise. He could not stand to see the way they interacted with each other and couldn't figure out why. Wasn't he the one that wanted to end things? He had the wind knocked out of him after he returned from his trip to the Bahamas with Linda Farrell and Carol announced her engagement to Tag. It took everything in him to kiss her on the cheek and offer up his congratulations. A couple of months later, Carol wanted to adopt a little girl they had treated, but Doug sensed some tension between Carol and Tag over this issue. Little did Doug know that this event would change the entire course of both of their futures.

Carol walked aimlessly around the freezing Chicago night in search of an answer… an answer to why she was denied the chance to give this child a loving home. At least Tag would be happy… he had never wanted her anyway. The only person in the entire world who thought she making the right choice had been Doug. Even though she knew it was a bad idea, she felt herself being pulled toward his apartment like a magnet. He was the only one who could understand her and make her forget her pain at this moment.

Doug stumbles out of bed grabbing his robe as he hears his door being pounded on at 2 a.m.

"Okay… I'm coming. Hold on."

"Carol??? Hey, come on in…. is everything okay? You're freezing"

"I've lost her Doug… I've worked so hard in my therapy and it's all for nothing. They won't let me have her."

"Who? Tatiana?"

"Yes, Mrs. Brown and the agency denied my request. This was all for nothing. I don't know… maybe I was stupid to think I could do this."

"No.. no Carol… you were exactly what she needed."

"Why are you the only person that seems to think so?"

"Well I know you, Carol… Does Tag know?"

"He never wanted her anyway."

"Hmm…"

"Can I stay here tonight? I don't want to go home."

Carol leans in to kiss Doug before he can respond and he stops her and looks her in the eye as she begins to cry again.

"Why don't I drive you home?"

"No, please Doug, I don't want to go home tonight, I just can't."

"Won't Tag be worried?"

"He's out of town at a conference… he won't be back for 2 days."

"Sure Carol… you can sleep in my bed if you want and I will take the couch."

Carol leans in close to Doug and almost touches his lips.

"Doug, I don't want to be alone tonight. Please just make me forget about this. I need you tonight."

"Carol, you will regret this and you are just upset right now… this isn't what you really want and it's not right… you are with Tag and I can't have you for one night, Carol, and then watch you be with him at work everyday."

"I don't care if it's wrong. Doug, please... if you have ever cared about me at all, in any way, please do this for me tonight. I just want to forget. Please. Have you ever cared about me at all?"

Doug could feel his resolve quickly flying out the window. He wanted Carol. He needed her and he didn't care about Tag and if it was wrong. What he cared about was the regret Carol would feel the next day. Not to mention, the hurt he already felt everytime he would see her and Tag look at each other. This would only intensify that hurt. God, he wanted her though.

"Carol… you will regret this…."

Carol cuts him off with a passionate kiss. Any resolve he was holding onto quickly vanished.

"No Doug… I won't…. this is exactly what I want and I won't regret it. Please, Doug, make me forget for tonight."

"I'll do whatever you want, Carol. Tell me what you want."

"I want you, Doug. All of you."

This was almost an assault on his senses…. almost too overpowering for him. His focus was to pleasure her tonight and he took her back to his bedroom where they couldn't keep their hands off of each other. When his mouth was on her she couldn't contain herself any longer.

"Doug, I want you inside of me now."

Doug gained an ounce of control and asked about birth control before they went any further.

"Carol…you still on the pill?"

"No… I'm taking a break from it. Tag and I quit sleeping together a couple of months ago… he wants to wait until we are married to make it more passionate.

" How can he stay away from you, Carol? I don't have anything here though."

He was fully prepared to just pleasure her tonight.

"Doug, I need you now. I have to have you inside me right now."

Hearing her need for him made Doug put all concerns and inhibitions inside as he entered her. The sense of urgency overwhelmed both of them as they molded together so perfectly. The pressure was building quickly and Doug knew the end was near.

"Carol…. are you almost there?"

"Hold on Doug… please… I'm so close.

He didn't know how much longer he could hold out, and when he felt Carol tense and close around him , he emptied himself inside of her, almost reflexively, knowing he shouldn't have.

They made love two more times over the course of the night and Carol fell asleep almost immediately afterwards. Doug stayed awake for awhile just gazing at her and wondering how in the world this woman could affect him the way she did. He knew this could be the last time he watched or sleep… she would be a married woman soon. But did she really love Tag? If she did, why did she come to him to fill a void? He knew Carol though…. tomorrow she might make a fleeting comment or two about what happened and then she would be back in Tag's arms.

Carol woke in the early morning hours and quietly slipped out of Doug's bed to avoid waking him. She wanted to be mad at herself for coming to him, but honestly she didn't regret it. She could tell herself that she was completely over Doug Ross, but truth be told, she never would be completely over him. He always had the power to creep into her thoughts at the most inconvenient of times. She loved Tag…. he was good to her, but no man had ever had the power that Doug had over her. This was it though… her final goodbye to Doug. He couldn't provide stability, security, and most importantly, commitment like Tag could. She glanced back at him one final time as he slept and walked out without looking back.

Doug pretended to be asleep as Carol was leaving in the quiet hours of dawn. It was easier this way…. easier to pretend that he was okay with a few hours of intimacy and excitement. Truth be told, he couldn't think about having to face work and see Carol and Tag talk about their wedding plans when he had held her in his arms and comforted her and told her everything would be okay. He could still smell her on his pillow and held onto this thought as she walked out of the door and out of his life.