Hi Guys! So here is part two to this story, which I'm thinking is going to have either four or five parts. I hope you enjoy it ! Im not sure if I was completely happy with Part I, BUT hopefully this is an improvement, Thank you for everyone that reviewed !

Tell me what you think! (PS: things that are italicized are a look into the past!)

Disclaimer: Arrow and Arrow characters belong to the CW! (Title and lyrics 'Safe and Sound" by Taylor Swift ft. The Civil Wars)

~Just Close Your Eyes (We'll Be Alright)~

Part II

I remember tears streaming down your face when I said, "I'll never let you go"

"You know, I really hate to take the wind out of your sails Oliver Queen, but us-"

her brightly painted nails moved in an awkward gesture between her still evening gown-clad body and his slightly disheveled jacket, which had been long unbuttoned and, along with his undone tie, added to his picture of ease

"we were never married" she whispered this, as if telling him a secret that might send his fragile billion dollar heart scattering into millions of pieces. There was a glint of mirth in her blue eyes that deducted seriousness from the 'gentle let down' she seemed to want to give him. Her tone was teasing- nose scrunched up in half-humor like it did, an action so Felicity that it made him smile. He use to tease her- he would tell her that one day her face would stay like that forever-which would prompt a gentle smack on the shoulder and a declaration that it would be his face that would freeze in that stupid smirk that was always on his equally stupid face.

"Hey!, ladies dig this 'stupid smirk' '" he lifted his fingers into air quotations in a goofy reference to her taunting words, the very reason for the dispute plastered smugly on his face

a neatly sculpted light brown eyebrow lifted at his statement. Thoroughly unconvinced by the cocky 16 year old billionaire sitting before her, Felicity picked up her burger and took a generous bite, chewing it while she considered his allegation.

"Name one" she challenged, taking a sip from her diet coke while looking a him expectantly from behind the lenses of her glasses

a slightly bushier, slightly blonder eyebrow lifted in a do-you-really-want-to-know gesture that spoke volumes of his nocturnal activities.

Faster than Oliver's mouth could open, Felicity raised a hand to halt any words that could potentially scar her into needing extensive therapy

"you know, on second thought- you can keep that to yourself" she mumbled, thieving a fry from his heaping lunch tray

after shrugging off Oliver's menacing glare for stealing one of his precious french fries, she threw herself into a ramble that only she could understand while Oliver ate, happily keeping her company.

It was always that easy with Felicity.

He gasped and clutched his heart over his dress shirt in mock pain, the smooth expensive material creasing under his kidding fingers "Felicity Smoak, how could you ever deny our union? I even got you a ring !"

She rolled her eyes, a familiar gesture when it came to him. Her feet were swinging freely over the rooftop of her temporary apartment building where they were seated in the crisp midnight air.

"yeah and it was gone by fifth period. Though I do remember it being my favorite flavor" she tilted her head in remembrance as the memory fell from her lips

"cherry" he answered automatically, turning to look at her

"cherry" she agreed.

She smiled with him, their eyes raking each others faces in the search for familiar features and new ones that could of emerged in their ten years apart. The more he looked, the more he realized that other than the color of her hair- she looked the same. Bewildered by his lagging recognition of her at the gala he stared at her profile, the shadows of the late hour making her features the more striking.

"I always thought marrying a billionaire with that big of a trust fund would get me more than a ring pop- " she rambled absentmindedly.

His brows hiked in amusement at her slip of tongue

"In my defense, I didn't have access to it until I turned seventeen" he told her, using the same secretive tone she had used before

a moment passed before her already big eyes widened almost comically, realizing by his twitching lips that she had,in fact, said that out loud-

she cursed her perpetually broken brain-to-mouth filter

which, to her distress, was apparently nonexistent

"I mean- not to say that I married you for money!, that's not why I liked you. Wait- we were never married, it was grade school for goodness sake! And I didn't like you! well not like that- I obviously liked you since we were friends, why would I be friends with someone I don't like right?
well, does my cousin count? because I really don't like her but I guess I'm kind of friends with her, but thats totally different since we're related... but aunt marla is adopted, so maybe that's why they're so, so grrrr...
Point being, I liked you-not cousin maggie like where I actually secretly hated you or Brad Pitt like which is pretty self explanatory-I just liked you- which I know sounds the same but it's different in my head" her hands moved frantically as she explained the degrees of like and where he fit on the spectrum, which if he was completely honest, he wasn't quite understanding.

She took a deep, calming breath not risking a look in his direction. Moments later her words caught up with her, she blushed bright pink and brought her hand up to her forehead in embarrassment

He had missed her, 10 years was too long.

"Wow, Please ignore my leaking filter and pretend I did not just use Aunt Marla and Cousin Maggie to explain our friendship- you know how awful they are"

But she hasn't changed one bit, he thought, a smile pulling at the corners of his mouth

she shook her head at herself and resumed admiring the skyline of the city that held so many memories for the both of them.

He thought back to his 3rd grade proposal and chuckled at the memory

*3rd grade*

The bell for recess rang loudly throughout the classrooms, the third and fourth graders raced outside- some to the playground and others to the fields- but Oliver Queen stayed behind, lingering by the book bag hooks, trying to decline Tommy's insistent invitation to play kickball.

"C'mon Oliver! you're our best server!" he wined, passing the ball from one hand to the other impatiently

"Tommy, I cant, I have something really important to do right now" he looked at Tommy and then at the book bags urging him to remember why todays recess was so unlike the others so he wouldn't have to say it out loud.

Tommy looked at him, like a friend looks at another friend who has apparently gone completely insane. He was so young, Tommy thought

"Dude, will you stop being weird and just come and play? why are you looking at the bags like that? what did you eat for lunch?, you know beans make you act all-"

Oliver sighed at his friends horrible memory, no wonder he sucked at history and at anything else that required his unwilling brain to recall anything at all- sometimes he couldn't even tell you what he ate for breakfast that morning, 'the past is in the past, oliver' he would tell him when he remarked on his suckish brain

"OH! wait!" Tommy looked around the empty hallway for anyone that could overhear his next words. Satisfied that there was no one, Tommy whispered

"this is about 'you know who', isn't it?" Oliver's palms dampened at his hinting of her.

"you think she'll say yes?" he asked, almost to himself.

Oliver's gaze doped to the carpet, he traced the bright geometric pattern with the tip of his sneaker

"I don't know" he mumbled, suddenly unsure

Tommy shot him the most encouraging look you could ever ask of an eight year old.

"Merlyn!" a blonde hair boy called out from halfway down the stairs "are you coming or not?" Tommy looked over his shoulder and hollered at the boy

"I'm going, Josh!" he turned back to his friend who was in serious need of some moral support

"We can't start without the ball!"

The dark haired Merlyn looked down at the bright red ball, he waved his hand in a dismissive gesture towards Josh- right now it was his duty to give his friend a boosting pep talk

"Go get her man" he patted his shoulder and hurried to where a group of friends were waiting for him impatiently

so much for a pep talk, Oliver thought.

As soon as the coast was clear he bolted towards his camouflage book bag and riffled through it until he found the bright red wrapper. He stuck it into the pocket of his shorts and ran towards where he knew she would be.

As expected, Felicity was sitting on the back bench, light brown hair pulled into neat pigtails, bright blue eyes moving furiously across the pages of a chapter book. He approached her, getting more nervous with every step on the cracked pavement.

When he made it to the bench he coughed to get her attention. She looked up at him from behind the vivid orange frames of her glasses

"Hey Felicity" A third grade Oliver Queen murmured shyly

"Oh, hi Oliver" her greeting sounded more like a question as she stared at him, waiting for him to say something, confused by his presence. He knew it was his turn to speak but seeing her there, pretty blue eyes staring up at him, bright sunflower print dress that made her look as brilliant as the sun itself- he couldn't get a single word out

She looked around the playground awkwardly

"Felicity is a really pretty name" he told her, cheeks sporting a faint blush.
Her porcelain cheeks flushed in return to his unexpected compliment

"Thanks, thats really ni-"

"Will you marry me?" he blurted, fumbling to pull out the jewel he had Raissa buy at the grocery store a week in advance. The mother-like employee had been excited to buy it for him- telling him that his first love would always be the sweetest and would stay in his heart forever. Dreamily thinking about how Felicity's eyes sparkled when she smiled- he had no trouble believing that.

Finally pulling it out of his pocket, he stuck his hand out to her, the sweet trinket resting on his small palm

she smiled wide at the candy he was offering

"Thats my favorite!" she beamed at him, immediately unwrapping the candy ring

"Mine too" he responded, still waiting for her answer. When she didn't- too enthralled in settling the sweet onto her finger- Oliver rubbed his neck uncomfortably

"Sooo" he said rocking back and forth on his heels "will you?"

her eyes softened at his obvious nervousness and she patted the spot next to her inviting him to sit. He lowered himself onto the bench, cool on the skin his shorts left exposed

"you know we're in third grade, right?" He nodded swiftly, his dark blonde hair moving across his forehead as he did

"I think we're a little too young to get married" she told him.

His face visibly fell when he processed her answer as no

"50 percent of marriages end in divorce anyways" se rambled

She took his small hand in her own when he didn't look up from drawing circles with the tip of his shoe on the grass that surrounded the secluded bench

"we'll get married one day" she murmured placing her book, that a moment ago had held her full attention, aside to turn towards him

Oliver's face lit up, his spirits immediately lifted "you promise?" he asked, big blue eyes looking into hers from behind his long lashes

"I swear it!" she chimed

"but until then, we can be friends?"

and so they were

The best of friends, some might say.

he chuckled, even in the third grade she was knocking sense into his thick skull.

Despite their friendship, People often steered clear of her, she would tell him, side effects that no doubt came along with 'the curse of the rambling mouth'
her words exactly.

Most of the jerks they went to school with thought her overactive mouth was strange- and way too advanced for their empty brains, her intellect was deemed
'loser-y' as one of his "friends" had once so eloquently stated in middle school- needless to say said "friend" had a gaping black eye the next day that Oliver, to this day, denies being a part of.

As much as he would have loved to pound every idiotic jerk who said anything remotely offensive to Felicity- he knew he couldn't

"You won't hear them all the way from M.I.T" he would tell her, more as a comfort to himself.

And she would smile and shake her head no, the sleek ponytail she was fond of wearing swishing around her convicted shoulders.

One thing was for sure, Felicity never lowered her head to anyone- never slumped her shoulders at any comment- no, the petite brunet with her head held high?

That was Felicity

His Felicity.

To be quite honest, he had always found her strength, her everything -breathtaking. The pretty blue eyes and light brown hair that had prompted Oliver's crush in elementary school developed with each year that passed them by, making her impossibly beautiful. Yes, on the outside she was gorgeous but few people knew the extent of her beauty- she was even lovelier on the inside.

Felicity was always the one to pick him up and dust him off , when his parents would pester him about his grades and where his life was going, she was there to tell him he didn't have to have it all figured out just yet- that his parents did it because they cared- that everything was going to be okay, and he believed her sometimes, smiling shyly and nodding his head in gratitude.

And then sometimes he didn't, numbing his problems with stupidities, and more frequently-with alcohol.
There were a lot of those times, and every time he did something senseless, she was there to bail him out- not without a serious scold, of corse-

and if looks could kill

"you're killing me here kiddo" said detective Quentin Lance, one hand coming up to rub the overgrown scruff on his cheek while the other was perched on his hip- right next to his badge reminding Felicity where she was- 3 in the morning at the Starling City police station.

"C'mon detective, we have a huge math test tomorrow that Oliver needs to be ready for- and when I say huge, I mean half of your average huge."

She knew it was weak.

Detective Lance cocked an eyebrow at her, probably doubting Oliver intended to study at 3 in the morning- or at all for that matter. Or maybe he was questioning the idea of Oliver Queen in the BC Calculus class she often spoke of during her volunteer hours at the station.

or maybe both

he sighed, a deep sound that could only come from an overworked detective in the early hours of the morning.

"He urinated on a cop car" was all he said, challenging her to argue that Oliver Queen was not a screw up 18 year old "he's not even of drinking age"

She cringed

definitely both.

She could always work her hacking magic and have him out of here by tomorrow without Detective Lance being the wiser...she would keep her options open

"Now don't you go all ninja on me trying to bail out billionaire over there- It's not as easy as movies make it look" he pointed a thumb to where Oliver was sitting on an uncomfortable looking chair, shoulders slumped, hair disheveled, staring at her sheepishly

she glared at him while Detective Lance retrieved something from his desk, the bright picture of his daughters stood out from the mass of paperwork. They lived with their mother, she remembered him telling her about Laurel and Sara. She smiled lightly at how enthusiastically and full of pride he had spoken of his daughters- he really was a good man

one that would hopefully have mercy on her sleepless eyes

"you're the only one he listed for us to call"

her annoyance dimmed slightly when he gave her the document that was filled out in Oliver's unmistakable scrawl- and sure enough, her name and phone number stood alone in the emergency contact list

"That boy's been in and out of here more times than some of these criminals" he said, shaking his head in disapproval

she opened her mouth only to snap it back closed- surely Detective lance saw only what he was trained to see, a rebellious high school screw up that only caused trouble, and what probably annoyed him more, one that could pay his way out of the consequences. But Oliver was much more complicated than that- not many people knew or were able to see, but Felicity could

"You know we all love you around here Felicity, and since it's you ask'n I'll make an exception. But-"

"The next time, you won't be so lenient" she finished for him, a smile on her lips- she really was quite fond of Detective Lance

He smirked at her and shook his head

"That boy could live a hundred lives and he still wouldn't deserve you" he mumbled as he lead her to where Oliver was sitting. She glared at him to make her displeasure known but breathed easier knowing he was alright.

"Now go, before I change my mind"

she cocked her head at him signaling him that it was time to go

"C'mon Oliver, complex fractions won't learn themselves" she said dryly

Yeah if looks could kill- he would have died 100 times over -but she was there, she was there when not many people were.

Felicity was always the one that kept him grounded, the constant in his life, the one kept him from being overly stupid- until she didn't. Until one day his insecurities overbore everything they had.

The people asking him why he was friends with the nerdiest girl in the school grew every year. And it was stupid, god it was stupid. He was selfish and he was just sorry their friendship had to be a casualty in his stupid war to get his parents attention- or whatever his youth had meant.

That night he became what Felicity had always told him didi't have to be.

"You're money does't define you Oliver, and if your dad won't notice you, its his loss- because you're pretty great. If you're going to give him a reason to notice you- make it one you will be proud of- do it for you."

But he wasn't that strong- and he didn't have Felicity's rationality

He winced at the memory of his drunk 19 year old self telling his best friend of forever to get lost before slamming the door in her face. He was a drunk asshole with too big of a trust fund that thought it was socially unacceptable to be so in love with a nerdy computer geek as he was too blind, and probably too drunk, to see that he was- but he could feel it, he felt the jealousy every time she talked to a guy, he felt his heart swell every time one of her pretty smiles was directed at him- he felt it, and it scared him. And before he was even free from the raging hangover- she was gone.

There was no one in the entire city which he hadn't asked where she was, and there was no one who knew. He showed up at her doorstep regularly, something a lot like pain twisting in his chest to see it empty- no sign that felicity and her mom had ever lived there.

"I never though I would come back" her quiet voice pulled him out of his thoughts. Her profile was thoughtful as she gazed out at the city, making him wonder if she too was looking back on their friendship- he found himself wishing she wouldn't

"Felicity I-"

she shook her head stopping what was quite obviously going to be an apology for his stupid teenage years "Oliver, I know you didn't mean any of it- we were kids, Its okay" her eyes were soft, so easily forgiving

"It was really nice to see you again Oliver" there was a faint- almost sad smile on her lips. A familiar pain pulled in his chest at her words that sounded so much like a goodbye. He knew he couldn't ask anything of her, her agreeing to talk to him was already pushing his luck- she was engaged, he had watched Sebastian Blood put the ring around her finger that very evening- claiming her as his own.

but he didn't know if he would be able to knowingly let her go - not with all the things that were left unsaid between them, not with all the regrets that eat at him every time his mind wanders back to the clever brunette that use to never leave his side.

There were so many emotions swirling around him and his selfish nature left room for only the unhealthy feelings that etched painfully at his tired heart- hurt, jealousy, and a deep resentment that he could't reach out and touch her or spend the rest of his life proving to her that he deserved another chance.

A sort of anger also arose, a complicated anger fueled by impotence and repentance that burned bright through his veins -Why had she left him at his worst? Without her he had spiraled out of control, loosing himself to money and partying, with no real friends to tell him he was more than his bank account, that they stuck around for him and not for the VIP seats or the free booze

"Were you even going to look for me?" his tone was more accusing than he had intended but he needed to know

"or were you just going to pass through with your new fiancee and pretend we never knew each other?" he knew he wasn't being fair, he was the one who screwed everything up, he was the one who hurt her, who shut her out, but if she was going to leave, he needed to know before it tore him to pieces again.

He had tried to be casual about it, just two friends catching up after years of not seeing one another, he had really tried, keep it simple. But pretending that Felicity was only a friend was just too much of a lie. He had spent half his life in love with her, unknowingly? maybe. undeserving? of corse, but he needs her- as much as he needs the air he breathes

She turned to look at him, a flash of anger in her eye

"You don't get to do this Oliver, you don't get to imply that I was the one who threw our friendship away"

she stood abruptly, gathering the heels that she had discarded earlier. The pavement was cool on her feet but did little to tame the flames of anger she felt, the anger not just at his accusation, at everything. At how her life turned out, at the truth behind his words-he was right, she was never going to call him or look for him knowing well she had little to offer him but problems. She didn't even know why she had agreed to see him like this, lying to Sebastian telling him she wanted to spend her last night in Starling city in her separate apartment- claiming to need time alone before they were off to get married. She shouldn't have texted him back telling him to meet her here no, but seeing him there, the same Oliver she had known years ago- it stirred something within her that had been dormant since she left.

An obvious lapse in her judgement, she realized now, as anger rose within her as well. How easily he turned his back on her, and for what? for popularity? to get his fathers attention by acting like an ass? whatever it was, it had hurt her deeply and she didn't need this- not now. She didn't want his apologies or his declarations of love or his accusations- she didn't want anything from him- because she knew she couldn't have it. She was in too deep, she had sacrificed all this a long time ago, feeling alive - feeling something other than numbness, she couldn't. She could't risk wanting him- wanting to fight him, kiss him, be with him- it would only make her reality more unbearable.

"This was a mistake. I have to go" and with that she moved to go. Leaving him for the second time

Sebastian had told her little about the event, but then again he rarely told her anything at all, only leaving a dress on the bed and telling her to get ready. She would have never imagined that Oliver would be there, but couldn't deny that any mention of Starling City had always sent her thoughts spiraling back to him. How much she missed their easy friendship. In her darkest moments she had always though back to the days where Oliver Queen was her best friend, how easy life had been- how happy she had been- even while bailing his stupid smirking self out of jail at ungodly hours. But of corse it was too good to be true- it always was.

He stalked after her retreating form, angry at the truth and desperate for answers. He followed her down a flight of stairs, her dress impairing her movements making it easy to catch her, he captured her elbow before she had time to slip into her apartment and slam the door in his face, an action that would have been all too ironic. Without her heels she lost three inches and barley reached his shoulder, he spun her around and pulled her flush against him, anger and regret oozing out of both of them.

"Did you die your hair and change your name thinking I wouldn't recognize you?" his words sounded bitter, the last bit of the sentence accompanied by a humorless laugh

"I guess you didn't account for the magnetism between us, how my essence is drawn to yours" he inhaled deeply, the sweet scent of her perfume swirling around him- intoxicating his senses

"You think I changed to avoid you?" her eyes were narrowed, tone accusing "What did you think Oliver? that I spent all this time thinking about you? hmm?" she struggled against his arms unsuccessfully, he had her captured- his arms like an iron cell "Well I didn't, my life didn't and still doesn't revolve around you, Oliver! I spent these years doing what people do after someone slams the door in their face both physically and metaphorically, I've been moving on" angered blue eyes clashed momentarily before he realized what he was doing.

God he was being such an ass- he really hadn't changed- driving her away again, proving he never and still didn't deserve her

and that stung- making his arms fall to his sides

His head was spinning, his emotions a cluster of confusion.

Seeing her had been a surprise, seeing her engaged had been a blow- especially to a man like Sebastian Blood. But who was he to decide who she married? His anger cooled, giving him a cold splash of reality.

His anger was nothing but his wounded pride- she had left him for another, she would marry sebastian, she would start a family with him and she wasn't even going to spare him a call

But that was his fault- he drove her away. Their friendship had, he now realized, been so one sided. Felicity would do anything for him and all he did was hurt her.

"Christ, I'm sorry Felicity-" she sighed and nodded, running a hand through her blonde locks

"Oliver I know we didn't part on good terms and I know I didn't-"

"Do you love him?"

She was quiet for a long moment, making him wonder if she had heard him. He was about to repeat himself when her quiet answer penetrated the tense air

"It's not that simple, Oliver"

"I'm making it that simple, do you love him?" He needed to know, a simple yes would send him off- three letters and he would back off knowing she was happy. Anything other than that would give him hope and damn him if he wasn't going to fight for her this time. He would spend his life trying to be the man she deserved, the friend he should have been years ago, and the man that would love her until his last breath.

he took a step closer to her and he knew it was wrong- she was engaged, and it wasn't to him

"Oliver-"

He knew he had no right, but he needed to feel her, to taste her- even if it was just once.

He was so close that he could hear the soft rhythm of her breathing, their breath mingled, becoming uniform puffs of uncertainty, of desire. His fingers slipped in her silky blonde locks, right above her ears. He marveled at the soft tresses and smiled at the dark roots under his searching fingers. Every breath he took was brimming with her scent, it intoxicated him, reminded him of the sweet innocence of their friendship. He set his forehead on her's, closing his eyes content with being engulfed by something so her, memorizing the scent all over again, hoping it would never escape his memories. Needing more, he pressed his lips lightly on her forehead, dragging them down her temple to her cheekbone, his lips a whisper on her heated face

"Felicity" her name was uttered like a prayer

He lingered over her lips, staring down at her closed eyes and the serene expression on her beautiful face
he needed to-

his lips pressed softly over hers- a murmur of a kiss that expressed all the anticipation that had been building in both of them since the day he accidentally kissed her in the 9th grade. Her lips were soft as they slanted over his just as fervently over and over again finding their perfect fit. Her warm hands traveled up to rest on his chest and then to hook around his neck, her fingers scraping over his scalp lightly. He sighed against her mouth, his tongue stroking hers, his teeth nipping at her bottom lip. He wrapped his arms around her, his hand moving to cup the bend of her knee hitching it tightly around waist. lean legs immediately wrapped around his middle as the kiss became urgent, ardent.

He walked them backwards, fumbling with the doorknob. It opened in the third try and they stumbled in, lips locked in a fierce embrace that had been building for half of their lives. When their searching lips finally detached it was only so Oliver could plant wet kisses down her neck, Felicity sighed his name over and over as she craned her head to give him better access to the ivory skin of her neck, where her pulse was beating wildly under his attentive lips.

Lost in incandescent passion and love, they were startled when a sharp rap on the door tore through the sound of their sighs and panted breaths. They jumped apart, Felicity immediately fixing her wildly tousled hair and the neckline of her dress. There were already bright red marks all over her neck where he had beed kissing and nipping just a moment ago, as if reading his mind, she struggled to cover them with her hair. She was about to say something when she heard it-

Felicity's heart sank at the vibration of his raging voice, her eyes filling with terror as she looked at Oliver- fearing for him.

"Megan! open the door NOW!"

Sebastian

First and foremost thank you for reading! I just wanted to make a quick note that there is no island in this Au so Oliver hasn't had that experience to forge any part of his character. This AU features an Oliver that was forced to mature after the death of his father and hasn't fully matured in other ways (Hence the sense of entitlement when it comes to Felicity) and his irrational anger ect. Felicity has also undergone some tough experiences that lead to all this Megan stuff and the engagement with Sebastian which will be developed in the coming chapters cue the tension between two deeply hurt and complicated people. This is by far the longest chapter I have ever written and I was kind of nervous to put it out there! Please feel free to review !