A/N: I am a tad hesitant to post this, as I have never written a Joker/F!Shep fic before, but…I couldn't get this idea out of my head. Please leave a review if you have a moment, they are by far appreciated.

Joker's P.O.V.

Disclaimer: Bioware.

Okay, so maybe what he had said wasn't entirely true. It wasn't that he had never thought of himself with Shepard…in fact, it had crossed his mind several times, but something had always held him back; well, two things – he didn't involve himself with crew, and she was in love with Kaidan.

"I'd follow you into hell, Commander."

"But…not into my quarters."

"Chain of command, Shepard. I'm not Kaidan. I don't think it could work, not with both of us in uniform."

He couldn't help but feel like an idiot, even though it hadn't been the first time he'd said something like that – he remembered after Horizon how upset she had been, and he'd joked that her situation was exactly why he didn't get involved with other members of the crew. It was a defensive mechanism, denial of his feelings for her. She had always been in love with Kaidan, even after the man had turned his back on her, called her a traitor; that was what he had thought, at least until she had said those words to him.

"Is it possible with all your attention on EDI, you are overlooking…other options?"

Why would she ask him that if she was in love with Kaidan? Though, he knew a lot had changed between them over the last two and a half years since she had died and been resurrected. Shit, what a mess this was. He'd been in love with Shepard as long as Kaidan, had fallen apart when she died just as Kaidan had, even blamed himself for her death since she had come back for him, but unlike the Major, he returned to her side without hesitation, Cerberus-employed or not. So, why, why, did he continue to push her away? Was he really so afraid of what getting involved with the Commander meant?

No, no. He'd done the right thing. He knew that. She loved Kaidan and he…he wasn't Kaidan.

He'd seen Kaidan waiting for Shepard at the D-24 Docks when he'd come back to the Normandy. He'd greeted him good naturally, but didn't stop to talk, pretending EDI had him occupied with something important. There was no doubt in his mind that, after the attempted Cerberus Coup and the standoff he'd had with Shepard, Kaidan was coming back to the Normandy. Just as he had no doubt that Shepard would welcome him back like nothing had happen, as she had the last time. The Major seemed to have an infinite amount of do-overs, Joker thought ruefully, his lips twisted in an uncharacteristic frown.

"Is something bothering you, Jeff?" EDI asked as the passed through the airlock into the bridge of the Normandy. He hobbled back to his pilots chair and EDI moved to her normal spot, just beside him in the co-pilots chair, though he would deny until his last breath that he would ever need any help flying his ship.

"It's nothing, EDI." He brushed aside his feelings, as he had for so long, instead just leaning back in his chair and propping his chin on his hand as he awaited Shepard.

"Jeff, Shepard suggested we should do something we would both enjoy. The next time we dock would you like to go?" Was it just him, or did EDI seem a bit…hesitant, as if he would turn her down? He'd asked Shepard about his interest in EDI…despite the brief derail in conversation, she had supported him, urging him to go for it, though the smile on her lips had been…sad.

Joker grinned. "Sure thing, we'll make sure to do it next time."

The two of them fell into a comfortable routine of some idle chit chat until EDI informed him that Shepard was on the bridge. Joker turned in his chair, expecting to greet both she and Kaidan, but frowned when he only saw her. She looked tense, a frown on her lips, as she stared down at her boots for a long moment, unaware that he was watching her.

"Uh, hey there, Commander." She glanced up at his voice, moving to stand just beside him. "I was sure Kaidan was gonna ask to rejoin the crew…so…where is he?"

Her green eyes stared down at him and he suddenly felt the urge the fidget beneath her gaze; sure, she was a woman, but damn if she wasn't the force behind the galaxy these days. "He…he isn't coming," she finally said, offering a small smile, though it didn't quite reach her eyes.

Joker scoffed. "What? He get all high and mighty on you again?"

She chuckled, but shook her head. "I told him to take the position Hackett offered him."

"Wait, wait – you sent him away?" Was that disbelief in his voice? Damned straight it was. Despite how many times it seemed Kaidan had turned his back on Shepard, she had never turned her back on him, so…why now? Vaguely, he wondered if it had something to do with their previous conversation.

"Yeah," she sighed, "I guess I did."

"Why?" He wanted to know, god help him, he wanted to know and he could feel himself sliding deeper into this shit storm than he wanted. There was a reason he normally deflected with humor – growing up a damned cripple hadn't exactly given him the best personality, but screw the galaxy if it thought to keep him down. He'd come out of Flight School as the best damn pilot there was despite his disability, though he hadn't been particularly well liked. He didn't like to get attached – he'd had enough pain and hardship, he didn't want to be hurt by allowing this to happen, to acknowledge what he felt for her.

Her hand found his shoulder and a genuine smile graced her lips. "I guess I got fed up with butting heads with him; I never felt like he really had my back, not after I was revived. Yo—Others," he caught the slip, his brows furrowing slightly, "showed me what true friendship really was. It taught me who was important and who would always be at my six, watching my back."

"I'm sorry, Shepard," EDI piped in, Joker embarrassingly drawing his gaze away from Shepard, almost ashamed to realize he had forgotten that EDI was there with them.

"Hey, I will always have your back, Commander."

"I know, Joker…thanks." She withdrew her hand from his shoulder. "The Quarians want to talk. I'll punch in the coordinates in the galaxy map, and then if anyone needs me I will be up in my cabin."

"Aye aye, ma'am," and with that she was gone, Joker turning to watch her walk away, his mind taunting him with thoughts he should have known better than to have.

She loved Kaidan…didn't she?...Suddenly, he wasn't so sure.

If he could pace without discomfort, he would be doing exactly that right now. Her words ran through his mind, all of them – there were so many signs that she felt something for him, but he had lied and said he'd never thought of her that way. Because she loved Kaidan. At least, he thought she did. He sighed in frustration and readjusted his hat. Damn it all, he wasn't supposed to be focused on possible relationships, or lack thereof, while Reapers tore apart all life as they knew it, but he couldn't get the fact that Shepard had sent Kaidan to Hackett out of his mind.

Shepard had sent Kaidan away. Actually, really, sent him away. He just…Joker didn't know how to react to that, especially so fresh on the heels of the…somewhat awkward talk with Shepard in the bar on the Citadel.

Shit Jeff…all you had to do was tell her how you really felt. Now look at this mess.

"EDI?"

"Yes, Jeff?"

"Watch over the bridge, will ya? I wanna check up on Shepard."

EDI was quiet for a moment, before she glanced at him and nodded. "Of course."

"Thanks," he mumbled as he hefted himself out of his chair, making his way down to the CIC where he could catch the elevator to the Captain's Cabin. Though the SR-2 had much faster elevators than the old SR-1, Joker thought it was moving too slow. It seemed like it took forever to take him up the one floor to the loft, and, though he would like to have denied it, his heart was thumping nearly wildly within his chest. Shit, just what he needed, to break a rib due to his nerves. He scoffed; like that would really happen. He stepped off the elevator and hit the intercom beside the door, not wanting to overstep.

"Who's there?" Did he hear a sniffle? God, was she crying? He hadn't seen her cry since Horizon.

"It's, uh, Joker. I was worried. Can I come in?" He swallowed, clearing his throat, shuffling almost nervously. As hypocritical as it was, he was worried she would send him away. Push him away, like he had done to her.

"Yeah…I guess, come on in." She sounded…defeated. Had she ever sounded that way before? He couldn't recall. She had always been strong, facing everything the galaxy threw at her and then daring it to throw more. It didn't sit well with him that she seemed to be wearing down. Shepard was always there for them…but who was there for her? Not him…not when he had pushed her away.

Stop sulking, god. Go talk to her; make it right…if you can.

He hit the button to open the door and moved through into her impressive quarters. The fish had survived awhile, he noticed with a slight smirk; that was something she felt accomplished over. During their time with Cerberus she hadn't been able to keep them alive for more than a few days. By the time they'd gone through the Omega-4 Relay, he wasn't certain she had been on her twentieth set of fish. Had to give her credit – Shepard never gave up. Even when it came to the fish.

She was sitting on the sofa, bare feet propped on the table, legs bent at the knees, her forearms resting against her thighs. Her fingers were laced in her shoulder length red hair, hands holding her head. She didn't even look up when he came toward her, taking a seat on the sofa beside her. She didn't say anything either. The silence almost ate away at him, especially when he caught a brief shake in her shoulders; she was trying her hardest to keep it together. Why? Why had he left her alone? But he hadn't…he'd left her to Kaidan, the man she loved. So how? How had it come to this?

"Shepard – "

"It's so stupid," she mumbled, interrupting him with an almost bitter laugh. "It's so stupid that this is getting to me as much as it is."

Joker frowned, readjusting his hat, not able to tear his eyes off her. "You mean Kaidan?"

She actually scoffed, throwing the pilot for a loop. "Things would be so much simpler if it were Kaidan…" Her fingers raked through her hair, pushing it back from her youthful, freckled face as she lifted her head. Her eyes found him and he cringed, noticing how red they were. She had definitely been crying. "You know, I had been joking when I asked about us…at least, I thought I was…" She laughed to cover a sob as it tried to break free from her. "But the more I thought about it after you turned me down, I realized…I wasn't joking. I didn't…I wasn't…"

"Shepard – " He reached out for her, but she flinched away from him and he quickly dropped his hand back down to his leg.

"Don't, Jeff…" She turned her face away from him, wiping the back of one of her hands across her eyes. "I realized I love you more than I loved Kaidan – you were always there for me, you always had my back, and never once did you not support me. But…you don't feel the same, and that's okay. I can, and will, move on; you don't have to worry, ok?"

Screw regulations! Don't lie to her, not again. She loves you, you damn idiot. This is what you've always wanted, what you envied when Kaidan had her. Don't waste your chance, not again.

What did a uniform matter when you loved someone? Hell, technically when they were with Cerberus, there were no regulations to deal with, but even then he had subtly pushed her away from him after the fiasco at Horizon, not wanting to be in the same state Kaidan had put her in. Kaidan had wasted his chance, and he had nearly done the same.

"Shepard…I lied." He whispered the words, lowering his head so that the brim of his hat hid most of his face from her.

"You…you what? Lied?" Her voice quivered slightly, with what sounded like fear and Joker was ashamed of himself for having been the one to put it there.

He nodded. "I lied when I said I had never thought about…us. I have, a lot, actually."

She had scooted closer to him, he noticed. Her hand tentatively reached out and placed itself on his leg beside his. "Then why…?"

This time it was his turn to give off a bitter laugh, lifting his head so that he could see her face. Her eyes were watching him wearily and he reached out his shaking hand, touching her cheek lightly with the backs of his knuckles. "I am an idiot, Shepard, you know that. I give off all these speeches about regulations and shit, but I…I was afraid. I didn't want to hurt you and yeah, I admit to selfishly thinking of myself, because I didn't want to be hurt either." He dropped his hand from her cheek and took her hand, holding it loosely in his on his leg. "I pushed you away, because hell, I thought you were in love with Kaidan."

"I was…a long time ago, but my death changed all that." She dropped her gaze to their joined hands. "You were with me from when I woke, to the suicide mission, and you even came back to the Alliance with me, knowing full well what could have happened to us. You rescued me when the Reapers hit Earth. You have always had my back, Jeff, I am just sorry it took so long for me to realize how I feel."

Joker took his free hand and lifted it, hesitating for only a brief moment – ah, screw it – before he slipped his fingers into her hair, gripped the back of her head, and brought their lips together. It was almost surreal to feel her lips against his, but at the same time, it felt perfect. Like he'd come home, and in a way he had, because he had to admit his home had always been at Shepard's side. She made a small noise against his mouth and leaned into him, taking her hands so that she could slide her fingers into his short hair, pushing his cap off so that it tumbled to the ground. He knew his beard had to be scratching her, but she didn't seem to mind, even deepening the kiss so that their tongues met and stroked sensuously over one another.

They broke apart after a long moment, both out of breath. He grinned almost sheepishly, "I am sorry for being such an idiot, Shepard. I love you, and I will always have your back, ready to swoop you out of volcanoes and whatnot."

She laughed softly, bringing him down for another kiss he was more than willing to give her. He had been an idiot, but he wasn't going to be any longer, not when he had her in his arms – when he had her there, nothing else mattered. Not regulations, not Reapers, not their impending doom – just her.