Author's Note: This started when I began to notice the distance between Elliot and Olivia on the show. It's my interpretation of how they're feeling, and what the distance is about.

Disclaimer: Don't own anything. And may I just say to those people who do, you're all so pretty…. and talented …. Don't sue me please.

---ONESHOT---

Elliot could feel Olivia putting distance between them. He felt it as tangible as a wall being erected between them. Her walls had come up hard and fast, and it had happened before he could blink.

He was no longer her friend, only her partner. Someone she worked with and nothing more. And that bothered him, more than he wanted to admit. He'd come to depend on her over the years of their partnership. He depended on Olivia, even more than he relied on his wife if he was honest with himself, something he hadn't been for quite some time.

Elliot scrubbed his hands over his face and sighed, the deep ragged sigh of someone in a deep state of frustration.

Elliot knew that he had made choices that had pushed her away. He'd said things, forced Olivia to run. But she'd come back. She'd come back and things had been better. He'd thought they had started to mend their friendship, that despite everything they'd always be friends. When had they grown so far apart? And how the hell hadn't he noticed it sooner?

He could still hear Melinda's words echoing through his mind.

'She was almost raped Elliot. I've never seen her so shaken. She could really use a friend right now.'

After he'd talked to the M.E. it had really hit home for Elliot just how distant Olivia had become. She didn't confide in him anymore, not the way she used to. And he couldn't stop the stab of pain that shot through him when he realized that she would rather confide in Melinda instead of him.

Olivia had almost been raped, a terrifying ordeal for most, but especially brutal for Olivia given the method of her conception. Elliot felt fury form in the pit of his stomach, wanting nothing more than to pay Lowell Harris a visit in his cell. He closed his eyes, allowing himself the temporary indulgence of imagining the pain he'd inflict on Harris if he had fifteen minutes alone with him.

When he'd heard that the prison was going into lockdown he'd been filled with cold foreboding dread. He should have been there to defend Liv. He wished to God that he had been. He wished that he could have protected her from the terror that she had gone through, helpless and alone. Elliot felt guilt surge through him. He hadn't been there when she'd needed him. And he'd never be able to forgive himself for that.

He heard the chair slide away from her desk and opened his eyes, his gaze settling on her face. She glanced up distractedly from the paperwork in her hands. "Catching up on your beauty sleep Elliot?" She asked teasingly, the hint of a smile tugging at the corner of her lips.

Elliot just stared at her, silently watching her as she filled out her paperwork. Olivia glanced up from the file in her hands. "El?" She said questioningly, puzzled by his silent stare.

"When did you stop trusting me Liv?" Elliot asked softly, his voice barely loud enough for her to hear.

Olivia stared back at him and felt an odd sensation creep through her. "I do trust you El," she said sincerely. She dropped the case file to her desk. "What's going on?" She asked, suspicion edging her voice.

"Why didn't you tell me? I asked you, and you didn't say anything," Elliot said, leaning forward on his forearms.

Olivia felt sick, a sudden dawning of reality hitting her full force. Her face flushed and she bristled, getting to her feet. "Because it was none of your damn business," she hissed through clenched teeth. Humiliation and anger warred inside her and she felt the hot sting of tears form in her eyes, fighting to keep them under control.

She stalked away from him, throwing glares at Munch and Fin who had caught some of the conversation and were openly staring at the pair of detectives. She took the stairs two at a time, barely making it to the solitary darkness of the crib before tears spilled down her face.

Elliot got to his feet, ignoring the probing looks Munch kept shooting at him from across the room. He knew he shouldn't follow her, but he headed towards the crib anyway, his feet moving of their own accord. He took the stairs slowly, wanting to give her time to compose herself. When he reached the door to the crib he stopped, briefly stunned by the sound of sobbing he heard coming from the other side. He opened the door and slipped in quietly, the dim light in the room barely highlighting her form.

"Liv?" He spoke quietly, moving towards her slowly, his heart aching more with each sob.

"Get out of here Elliot," she said angrily.

He came to a stop beside her. "I'm not leaving Olivia," he said stubbornly, bracing himself for the fight he knew was coming. His eyes adjusted to the darkness of the room and he could see her clearly. She sat on the floor, her back pressed tightly against the wall, her knees drawn up to her chest. She was glaring up at him, her eyes still glistening with tears.

"What happened Liv? You used to talk to me, confide in me. What changed?" He asked softly.

Olivia rose to her feet. "Just leave it alone Elliot," she said moving to walk past him. He grabbed her arm to stop her. She looked up at him, her eyes narrowing in a glare that told him he was about ten seconds away from being laid out flat on his ass.

"I care about you Liv," he said, the words falling from his lips before he could think about what he was saying. "And I know you. I know you're barely holding on, I can see it. Let me in," he implored, his eyes searching hers.

"Don't Elliot. Don't care about me," she said, her eyes losing some of their fire. She pulled her arm out of his grasp and turned away from him, absently wiping at the tears that had started falling.

"Why?" Elliot asked, unable to keep the pain from his voice.

"I can't handle it. I thought I could. I thought that things could go back to the way they were before…," Olivia trailed off; the words unable to make it past the lump that had formed in her throat.

Elliot folded his arms across his chest, his brows knit in concentration, his gaze focused solely on her, waiting for her to finish.

"Before I left," she took a deep breath before continuing. "You were such a big part of me, of my life. And after what happened with Gitano, what you said to me outside the hospital room… Everything changed in that moment El," Olivia said turning around to face him. His face was shrouded in shadows, his posture stiff, but his eyes gleamed bright in the darkened room. She could see the effect her words were having, the memories they dredged up, the pain it caused. Her eyes locked with his and she continued.

"I saw it all clearly then, our whole relationship. And it scared the hell out of me," she said breaking contact with his eyes. Her mind screamed at her to stop, pleaded with her that she would lose everything if she didn't. She rubbed her arms, suddenly chilled to the bone. She felt tremors of fear rush over her, prickling her skin. She'd come this far, she couldn't back out now.

"Not just because of the unexpected feelings. But because I knew it couldn't last. I was already too invested in you Elliot. You were too much a part of my life." Her eyes met his again, and she pleaded with him to understand.

Elliot stood silent, reeling from her unexpected confession. A part of him feeling like it was dying. "Liv… I ….," Elliot searched for the words to express the tumult of emotions that tumbled inside him.

Olivia made a desperate choking sound. "Don't El. Don't say anything." She turned away from him and walked to the door.

"Wait. Liv, wait," Elliot called catching her arm and pulling her away from the door. "You can't just say that and walk away," he said, his voice bitter with anger. Olivia stood stubbornly facing the door, refusing to turn and face him.

"What do you expect from me?"

Olivia felt tears hot on her cheeks. "I don't expect anything," she said quietly, trying to keep the pain out of her voice. She took a deep breath and steadied herself. She turned to face him, careful to keep her face and voice neutral.

"Things change Elliot. We aren't the same people we were two years ago. I should've known better than to think we could ever go back. It's just not that simple, I see that now. At least it's not for me." Olivia took a deep shaky breath before continuing. "We're still friends El," she assured him. "But it can't be the same as before. I can't let it be. I have to keep a distance from you now. And you have to let me," she said softly, her voice cracking through its thin veneer.

"I can't." The words were out of his mouth before he even knew he'd spoken them out loud. They stood in silence, the half dark room around them vibrating with the words. Elliot cursed softly, his gaze never leaving hers.

"Why Elliot?" It was the question he'd known she would ask, and the question he had dreaded answering. There was no way out of this, not with any of his pride still intact. There was no turning back now. It was all or nothing.

Elliot sighed, scrubbing his hands over his face wearily. He felt suddenly drained of energy. He sank down onto the nearest cot and looked up at her. She hadn't moved. "Why El?" She asked again, softer than the first time, more breathy.

"When you left, I felt like I was drowning. As much as I hated to admit that, I knew it was true. I needed you, more than anyone else," he said softly, reverently, as if saying the words out loud made them more powerful.

"When Gitano…. when I saw you lying there….," Elliot said, his throat feeling tight, his words coming out with a choked sound. "It all came rushing into me, just how much I needed you. Just how dependant I was on you. And I was so angry at myself. I was angry that I almost lost you, angry that I couldn't save that little boy. I was so consumed with it. I was so consumed with the blind panic and self loathing that had become my world that I didn't even realize what was going on around me. And then you left, before you had really even gone anywhere, you left. That first time, that was the beginning of this split in our relationship. That was the first time you really started running. And I was blind to the signs because I didn't want to see them. I didn't want to admit any of it. And by the time I did you were gone again and I was alone."

He stared up at her, his face a shroud of pain. "You didn't even tell me you were leaving," Elliot said in a voice so pained that it made Olivia's legs wobble.

She walked over and sat beside him, their shoulders nearly touching. He clasped his hands in front of him and continued in the onslaught of feelings that he'd uncorked and were now spilling from his lips unbidden.

"The first time … the first time I found out that you were gone…" he paused, his throat sore with emotion. "I was in the squad room surrounded by everyone. And I couldn't believe it. I wouldn't believe it. I went home that night, and I sat on my couch, and I just kept dialing your number. I don't know how long I sat there dialing. But I must've dialed your number at least a hundred times. And even after…. for weeks…. I kept hearing that message echoing through my head…. I still had myself convinced that you weren't really gone."

Olivia felt hot tears streaming down her cheeks, her heart aching to stop this painful out pouring from him, but her mind stubbornly refusing to form the words to tell him.

"I can't … I can't lose you again Liv," Elliot admitted softly, his eyes lifting to find hers.

"Elliot," she choked out, tears now pouring down her face unchecked.

"I can't face your empty desk again. I can't run from your ghost again. And I won't let you run from us anymore." His eyes burned into hers. Darkness surrounded them but he had never seen things so clearly. "You're not leaving me behind this time."

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