Disclaimer: I don't own Arrow, or DC, or Oliver Queen. Unfortunately.

He shouldn't be here. There's absolutely no sound reason for him to be where he is now. He should be at home with his family. Logically he knows this. So why is he standing outside her door, debating with himself about whether he should knock or not.

Secretly, Oliver knew the answer. He couldn't sleep; not that this was a revelation. He's used to the insomnia and the nightmares, about the island…about Tommy. But this was different. He hadn't even attempted sleep tonight. His mind wouldn't stop racing. He's worried about the verdict. He wasn't sure what was going on, but something certainly wasn't right. He knows his mother should be facing sentencing, not resting comfortably at the Queen Mansion. He needs to look into who had hired Count Vertigo, and come up with a plan to take them down. But Oliver couldn't concentrate on any of those things. The only thing at the forefront of his mind was Felicity.

He knew she was probably fine. He'd only seen her a few hours ago. Right after the attack, she'd been visibly shaken. He'd called in Diggle to deal with the police and to look after her. Oliver had wanted nothing more than grab her and hold onto her until the shivering stopped. He wanted to be the one to look after her and make sure she was okay. Unfortunately, his family needed him too. And he'd already run out on Thea with no real explanation. He had to go. When Diggle showed up a few minutes later, he asked her again if she was okay. She said she would be fine. Then he left her. He turned around, walked out of the office, and put the attack in the back of his head. It's one the hardest things he's ever had to do and an overwhelming sense of guilt had settled into the pit of his stomach. He thought seeing her at the lair, alive and unharmed, would be enough. It wasn't.

The feeling didn't go away. When he got home and found his family all under one roof again, he was truly thrilled. They made plans for a family dinner that weekend, with Thea promising to bring Roy, and Oliver agreeing to behave himself around his sister's boyfriend. He and his mother discussed the company; Thea filled them in on how the night club was doing. If he hadn't let his mind wander to thoughts of Felicity, he would have seen the stress and anxiety in his mother's face. Soon after, they all retired to their rooms. Oliver found himself alone, staring out his window into the night, replaying the events in his mind over and over.

He sees Felicity, tied to a chair. Her are hands shaking, there are tears in her eyes. He's forced to watch as the Count runs his hands through her hair. He sees the man's hands on her shoulders, and her recoil. He hears her sobs of distress, her plea to let the bastard hurt her, just so he doesn't have to break his promise to Tommy. The fear in her eyes when he threatened to jab vertigo filled syringes into her neck. Then the sight of his body, riddled with arrows, after he fell. His fists are clenched and his heart rate is elevated, and before he can talk himself out of it, he's out the door. He jumps on his bike and, with no real memory of how he gets there, finds himself in front of her building, and then her door.

He's just going to check on her one more time. It's nothing more than one team member looking out for another. If he keeps telling himself that, it might make it true. With a shake of his head, he moves to knock. He hears a set of locks tumbling. The door swings open, and there she is. He takes in her appearance. Her hair is damp and hanging loose around her shoulders. She's wearing an MIT shirt and purple leggings. Her feet are bare. There's a look of puzzlement on her face.

"What are you doing here?" There's nothing accusatory in her voice. It's a simple question. A justifiable one, considering they'd already said what needed to be said back at the lair. Hadn't they?

"May I come in?"

With a nod, she steps aside, admitting him entrance. As he walks through the door, he takes a quick moment to assess her apartment. It's dimly lit. A table lamp by her sofa and the glow from her hallway, no doubt coming from her bedroom or bathroom, were the only sources of light. He gets the basic layout, but fails to take in any of the details. The only thing he can focus on is her. When he turns to face her, her arms are crossed underneath her breasts. She's not wearing a bra. She glasses are missing and her eyes are red and slightly puffy. She's the most achingly beautiful thing he's ever seen. She glances up and their eyes lock for a second. She quickly looks away.

"So." She waits to for a response. He's not sure where to start. She tries again.

"Oliver, is something wrong?" Suddenly her body goes rigid. "Did something else happen? What is it?" Before complete panic can set in, he's quick to reassure her that's not why he's there.

"Nothing's happened," he says.

She relaxes, but gives a bit of a glare. "Please don't scare me like that. I've already had enough scares tonight thank you." She tries to keep the anxiety out her voice when she addresses him next.

"So if nothing's wrong, I ask again; what are you doing here?"

"I just wanted to see if you were okay."

She laughs, an empty sound, with none of her usual charm behind. It cuts him, hearing her sound so defeated.

"I already said I was fine. Why wouldn't I be? It's not like this is the first time we've dealt with a tricky situation. Granted, it's usually you or John in the thick of it, but I've been there. It's part of the job. Besides, everything turned out fine." When she realizes what she said, and how it might sound to him, she tries to backtrack a bit. "Well not fine. I mean you killed someone. Not that you're not aware of that. Of course you know you killed him. Oh God, I'm just going to stop talking now." As she's rambling, he can see her stress level increasing tenfold. Her eyes were flickering all over the room, landing anywhere but him. She was wringing her hands, and she was starting to shake again.

He shouldn't have come here. He's sure now. Because what he's about to do next is a terrible idea. He has no right. He curses himself for his inability to just be leave her be. But he needs to be near her. He can't explain it. Not to himself, and certainly not to her. Why couldn't he just be happy she was okay and move on? Why did he have to let emotions complicate things? But seeing her there, frightened, he gives into his earlier desire. He walks up to her and wraps his arms around her.

Felicity freezes. Slowly, her arms move up around his waist, and she returns his embrace. She tucks her head under his chin, resting her nose at the base of his throat. Neither of them says anything at first. They're content for the moment. Then her soft voice interrupts the silence.

"I was so scared."

"I know. So was I. When I walked into the office and saw you there with him-"

"Stop! Please." Felicity pulls back, attempting to put some space between them. Oliver lets her have it, but he doesn't release her completely. He grips her lightly above the elbows, and waits. For what, he's not sure. A sign, from her perhaps, letting him know what to do.

"I've already showered twice tonight, trying to get rid of the feel of his hands on me. I'd rather not bring it up again if it's all the same to you. I don't want to think about it. I just want to forget."

His gut clenches. What is wrong with him? Of course she doesn't want to think about it. In his bid to ease his guilt over leaving her, he failed to realize how dredging it up might affect her. Suddenly it was all too much. He couldn't do this anymore. He could not stand by and pretend that he hadn't almost lost her tonight. The image of Count Vertigo holding her hostage, hand gripping her hair, forcing her back and neck into an uncomfortable arch, was forever seared into his mind. Maybe tonight, they could try and forget together.

"Felicity." Her name on his lips sends a shiver down her spine. And the way he says it, with such desperation and longing. She lifts her head up and is instantly lost in his eyes. What she finds there shocks her. No walls. For the first time since she's known him, all his defenses are down. The pain, the anguish, it was all there. But there was also passion, desire, and pure, unadulterated lust. The fire in his eyes caused her core to clench. Whereas before see thought she might never be warm again, an inferno now ragged inside her.

Everything seems to slow down. Besides the hands he has wrapped around her arms, he's made no move to take things any further. He won't go any further than this, not without her consent. She trusts that he would never do anything to compromise the relationship they already have. They can turn back, and no one would get hurt. Or she can take what he's offering her right here, right now. Not forever. She knows he's unwilling to make that kind of commitment to anyone. But for tonight, they could find comfort in each other.

She makes the first move. She disentangled her arms from his grip and moves to cup his face in her hands. He settles his hands upon her hips and slowly brings her body flush against his. She can feel the heat from his body seeping into hers. She can feel his arousal pressing into her stomach. She'll never be certain of who leaned in first. It started out chaste. Just his lips meeting hers. They were soft; softer than she'd ever imagined. And then he was tilting his head, adjusting the angle, deepening the kiss. His tongue now demanded entrance. Desire, white-hot, exploded within her, and if she hadn't been wrapped in his arms, her knees might have given out.

His mouth ravaged hers with bruising, biting kisses. And she accepted them, even welcomed them. Her tongue played with is in a sumptuous battle, only breaking apart when the need for air presented itself. Oliver takes the opportunity to hoist Felicity up into his arms. Gripping the backs of her thighs, he encourages her to wrap her legs around his waist, bringing her center flush against his manhood. They both let out a groan. Felicity lifts her arms and wraps them around his neck, bringing his sinful mouth back to hers. She feels them moving as he carries her down the hall. She can't be bothered to stop and give him directions. He's a smart man and she's confident he can figure out where the bedroom is without her assistance.

When she feels herself being lowered to the ground, she opens her eyes and finds them next to her bed. They pause a moment before he reaches for the hem of her shirt. She lifts her arms over her head and he tugs the clothing from her, chucking it behind him without looking to see where it falls. She returns the favor. Now they stand before each other, bare from the midsection up. And he's looking at her with such reverence. She's not shocked by what she sees. She knows he's battle scarred. But she doesn't want to focus on them, or on any of the bad things that have happened. Instead, she reaches for his belt.

When Oliver felt her hands start to manipulate his belt, he almost loses it. He had to refrain from throwing her down and taking her right then. To rut against her like an animal and find the release he was so desperately seeking. He wanted this was to be good for her too, so he waited, however impatiently, as she slipped the belt from its loops. Then she set about unbuttoning his pants, drawing the zipper down over his erection. Once they were loose, she hooked her thumbs inside the waistband, gripping his underwear as well, and pulled them down. He lifts his feet so she's able to completely divest him of his clothes. He's stripped bare in front of her, both physically and emotionally. He lets her see him, scars and all. The fear, the uncertainty he's seen in others eyes is absent from hers. She sees him, like no one else does. Or possibly ever will. He notices she's wearing far too many clothes on.

The only word that comes to mind is damn. Felicity has never been the most eloquent speaker. She tended to suffer from foot in mouth syndrome. Now was no exception. The sight of him naked before her robs her of any and all rational thought. She's seen him without a shirt on before. One of her favorite hobbies was Oliver watching; whenever he was training, or he and John were tussling, she always found her eye drawn to his impressive physique. But now, standing no more than a foot from her, she finds herself entranced. Everything about him calls out to the woman in her. His shoulders, his abs, the line that ran from his hip to his groin. She wanted to touch and taste in all.

His hands settle on shoulders, giving her a slight shove, causing her to fall back on the bed. He's standing over her, a look of determination in his eyes. She reclines back on her elbows, content to let him continue to lead. He grabs the band of her leggings and yanks then down. She hadn't bothered with underwear after the second shower. She lay nude before, watching his eyes traverse her flesh. They lingered on her breasts, the flair of her hip, and the apex of thighs. He puts a hand on each of ankle and starts a slow glide upwards. The feel of his fingers running along her calves and then up the backs of her knees causes an amorous moan to escape her lips. His touch is intoxicating. When he reaches the backs of her thighs, he grip tightens and he inches her down toward the edge of the bed. Her head and shoulders fall back and she keeps her eyes open long enough to watch him kneel before her. They close as he spreads her open, baring her mound to him completely. When she feels him start to nuzzle the inside of her left thigh, she swears she almost comes. Another moan leaves her lips, and she brings hands up and threads her fingers through his short locks. She anchors her hands there and clutches the strands when she senses the first swipe of his tongue along her slit.

The scent and taste of her was heady. They fill his senses and all he craves is more. One hand holds her leg open and the other spreads her lips apart. With no further preamble, he set his mouth to her. He finds her slick with desire. His mouth traces and nips at her folds, swirling his tongue around her clitoris. He thrusts two fingers inside of her, and the heat of her channel scalds him. He pulls out and then begins to pump into her. Felicity whimpers, bolts of sensation coursing through her. It's too much. His mouth on her, his fingers inside her, it was like free falling. She lets out a scream of pleasure, coming apart underneath him.

He doesn't give her much recovery time. He shifts her until she's now lying near the head of the bed. He asks if she has any protection. It's the first words either of them has spoken since they first kissed in the living room. It takes her a minute to understand what he's getting at. When she finally comprehends his words, she nods.

"Nightstand." He gets up momentarily to sheath himself. Then he's back, pushing between her thighs, and he enters her in one swift motion. The penetration is sudden and forceful, filling her in completely. He spares her a moment to adjust to his size, and then he's moving. She spreads her legs and angles her hips so she's able to meet him thrust for thrust. His chest moves against her breasts causing the nipples to tighten. Suddenly he realizes he hasn't paid them nearly enough attention. He sits back on his knees, bring her up with him, all the while their bodies remain intimately connected. He settles her on top of his thighs, bringing her legs around so she has better range of motion. From this position she can raise herself up and down, restarting the rhythm he had set earlier. The feeling of his shaft inside her was the most exquisite torture either had ever felt. While she set the pace, he lowered his head and captured a nipple in his lips, sucking gently. The added sensation only propelled her onward. She adjusted her trajectory so every time there flesh met he was hitting her sweet spot. She knows she's close. She'd wanted it to last, but the feel of his tongue flicking her nipple and then gently biting down is too much. She clenches her inner muscles, her moans becoming more vocal, and she increases her pace. He releases her nipple with an audible pop, and starts thrusting in turn with her. A cacophony of noises, grunts, moans, and flesh slapping against flesh, filled the room. And then she's screaming his name, and it's the most beautiful thing he's ever heard. Her orgasm triggers his own, and he moans her name as he feels her walls spasm around him.

Their breathing is harsh. She's still wrapped around him, her head on his shoulder. Every inch of his body is flush against hers. He places a kiss in the crook of her neck where it meets her shoulder. She makes a sound of contentment. Regretfully he sets her back away from him, pulling out of her and moving away to take care of himself. He returns quickly and finds her resting on her side, the duvet pulled part way up. He settles in next to her. He turns so he's resting on his side facing her. He lays a hand on her hip, not willing to relinquish his hold yet. She looks up at him, a smile on her lips. Her hair is dry now, and falls in tussled waves about her face. Her lips are swollen and red and he sees slight red abrasions along her breasts. He needs to shave.

The silence is noticeable, but not uncomfortable. She knows what comes next. He'll tell her it was a mistake, and that it should have never happened. So before he has a chance to accidentally stomp on her heart, she decides to give him an easy out.

"Hey, um…nothing's changed, right?" She was going for carefree and nonchalant. "I know the score. You can't afford to worry about someone...to care about someone right now. This was just two friends, offering each other comfort on a really shitty night. It doesn't have to be anything more than that."

He hears the pain in her voice, but knows she's trying mask her feelings. For his sake as well as her own.

"Hey." He lifted his hand from her hip and brushed a stray lock of golden hair off her shoulder and laid his palm upon her cheek. Felicity lifts her eyes to his and finds a storm of emotion there. "This, what happened here…it means something."

The back of her throat was burning. The tears were there, waiting to fall and turn her into a simpering mess. Instantly she was transported back to the office, to that morning. He'd told her it didn't mean anything, sleeping with Isabel. And here, now, he was telling her it did; that she did. Maybe tonight was all they'd ever have. Deep down, she didn't like to think so. But, if this was it, she wasn't going to regret it. And she was done wasting time with words. They had to be careful with words. But she could show him how much he meant to her.

She moves from her place at his side, and drapes her body over his. She reaches into her nightstand, pulling out another foil packet. She tears it open and reaches down between them. Grasping his hardened shaft she covers him and then places the tip at her warm center. Slowly, she lowers herself onto him, until she is fully impaled. As she begins to move her hips, their eyes meet, and stay locked on each other, never waving. Even when Felicity comes, gasping Oliver's name, and he flips them so she is back under him, and he finds his own release after a few deep thrusts, his eyes never leave hers.

After they each catch their breath, Oliver leaves her for a moment to dispose of the condom. When he returns, he gathers Felicity in his arms. He can't stay for too much longer. The sun will be coming up and whether he likes it or not, he needs to get home. What he truly wanted and craved though was a few more minutes with her. Who knows if or when they would have this chance again? So he holds her in his arms as long he can, running his fingers through her hair. His lips never stop moving, from her brow to slope of her nose down onto her shoulder. He pays special attention to her shoulders.

For her part, Felicity was content to enjoy the ministrations. She allowed herself to get lost in the moment, absorbing every detail. She would store these memories away in a special place in her heart; a place she knew now would always be reserved for this man. This lost and broken man, who had no clue as to his true worth. He would lay down his life for this city, for his family, for John…for her. It was what made him who he was, while simultaneously driving them apart.

When it came time for him to leave, she didn't see him to door. How could she? What if she made a fool of herself and begged him not to go? She wouldn't put him in that position. Once he's dressed, he returns to where she's still lying on the bed. He settles near her head. He opens his mouth as if to speak, but words seem to fail him. Instead, he reaches for her hand. He lifts it towards his lips, placing a final kiss on her open palm. His lips are so soft, and they linger for a moment. He places it back on the bed. He meets her eyes one final time, and then he's gone. She hears the front door open and close. The apartment is silent.

Sleep comes easier than expected. The tears never come though, which surprises her. She was prepared for a full on breakdown when the front door closed behind him. The night certainly called for it. They couldn't be together. Not now, maybe not ever. And that broke her heart. He'd also said tonight meant something. And that gave her hope. Whether it made her a fool or not, as she drifted off to sleep, she allowed the feeling of hope to blossom in her chest.

AN: I'm not 100% happy with this, but i just couldn't keep working on it. Any thoughts or criticisms are welcome and thanks for taking the time to read! Also, i don't have a beta; all errors are mine and mine alone.