TITLE: Detour

AUTHOR: Courtney

EMAIL: [email protected]

RATING: NC-17

DISCLAIMER: Okay, we all know I don't own them. But I'll humor the powers-that-be and say that I make NO MONEY from this. Felicity and it's characters belong to JJ Abrams and company. Everyone happy now? ;)

WARNING: This story contains adult themes and may not be suitable for all audiences. So kids, cover your eyes and run away. Thank you.

SUMMARY: Felicity chooses the road trip with Ben over a summer with Noel in Europe. But things don't turn out quite like she'd expected.

DEDICATION: This story is dedicated to a very dear friend of mine who is also named Courtney. Without the feedback and suggestions I would have been lost. Thank you so much for letting me hound you to death for detailed opinions!!! You are the greatest!!!!!

AUTHOR'S NOTE: Thanks to Court who really, really helped me. You are the feedback queen!! And thanks to Kit for the technical info on the finale. You saved me two hours of hunting for the tape. Thanks to Tammy for posting it, even though DC isn't even mentioned. Thank you to Andy for sending me a tape of "The Force" which helped me get my facts straight. And thanks also to the other people that I badgered into proofreading. All of your expertise is appreciated!

DISTRIBUTION: Post it anywhere! Just keep these headers attached and email me to let me know where it's staying so I can swing by for a visit ;)

FEEDBACK: Love some! [email protected]

* * * * *

Felicity stared up at the ceiling at the mildew spot over the bed. She'd been lying in the hotel bed and looking up at that spot for the last twenty minutes. It was either that, or think about what had transpired in the last 24 hours . . . and she'd much rather stare at mildew.

The hotel bed was lumpy and uncomfortable, but she'd expected that. Hotels, or more to the point motels, were never all that inviting as far as she was concerned. And, on their shoestring travel budget, she and Ben were not exactly living in the lap of luxury anyway. That was the reason why she'd been lying in bed for twenty minutes while she listened to the water run as he took his shower. It was also the reason why she'd be sharing her bed with the boy she'd loved from afar for her entire high school career. As much of a fantasy as this would have been to live out even a year ago for her, right then it felt like a very, very bad idea.

Their first day on the road had gone okay. She'd arrived at his apartment breathless after having spent a good fifteen minutes getting Noel on the phone from the airport. She thought she might have to kill that ticket counter girl if they ever met in person. Then, once she'd gotten him on the line, it had taken another twenty minutes for her to explain why her accompanying him to Berlin would not be a good idea. He'd understood, or at least he'd pretended to, and that had eased her mind just a bit. Still, she was sure she'd feel guilty for a long time to come.

Ben had, thankfully, held out hope that she'd change her mind. When her cab had pulled up in front of his building and she'd seen the gleaming, black car was still there her heart had skipped a beat. She was suddenly looking very forward to driving across country with Ben Covington, and if she'd had to turn around and return to the airport for a solo flight home she'd have been highly disappointed.

He was there, though, waiting for her. Still he'd been surprised when the elevator doors opened and he saw her.

"Felicity! Oh my God . . ." he said, his eyes lighting up at the sight of her.

"Ben, I was just coming up . . ." she started.

"You're going with me?" he asked as he looked down at the suitcase she clutched in her hands.

She looked down too, both of them staring at her large, flowered bag for a moment, then she nodded. "Yep."

"No Berlin, huh?" he asked. As much as he tried to act nonchalant with the question, she could tell her choice to accompany him rather than Noel made him very happy.

"Nope," she responded. That was the end of it. He didn't ask for a further explanation and she didn't offer one. Surely there would be plenty of long, empty hours on the road to get into that kind of detail. At that moment, though, all that mattered was the excitement they both now felt at their impending trip.

"I'm just heading down," he told her. "Do you want to use the restroom or anything before we leave?"

"No, I can wait until we stop for gas. Let's just go," she replied. Suddenly she was anxious to get going, as though she knew if they didn't leave soon her courage might fail and she'd end up back at the airport for that ticket back to Palo Alto after all.

They'd gone, though, and she'd managed to keep her fear in check. After all, this was Ben. She liked Ben. They were buddies. They'd have a great time on the road together. Then again, maybe that was what she was afraid of.

"So," Ben said as they turned onto the on ramp that would lead them to the highway and away from New York, "I figure we can drive in five hour increments. I'll take the first five, obviously. Then you can take the next five, then it'll be about time to stop for the night. At that rate, I'm figuring we can make it in five days, six tops. But there's no real hurry. We have three weeks to get the car there so any place you feel like stopping just say the word."

Felicity nodded. Six days alone in the car with Ben . . . she could do this.

"Another thing, I'm sure you know we don't have much cash. If we plan on staying in a motel for more than one night I think we may have to resort to sharing a room. Is that a problem?" He looked at her then and she hoped to God that her eyes weren't as wide as they felt because they felt as though they were bugging out of her head. She just nodded, though, and told him that was fine.

Those first five hours passed by quickly. They'd been awkward with each other at first, but by the time they were fully out of the city something had happened. Maybe it was the open road in front of them. Maybe it was the solitude of being away from familiar sights and having the person beside them be the only recognizable thing for miles. Whatever it was, they both felt it. By the second hour of their trip, they were reminiscing about high school as though they were the best of friends.

"Oh, I loved Mr. Billingslee's class!" Felicity exclaimed.

"That guy had it in for me," Ben said. "You only liked his class because you were his favorite. Everyone else hated him."

"I was not his favorite," she replied.

"Okay, whatever. You got the highest grade on every single test we ever took. And who did he always call on in class? I think maybe he had a little crush on you, too," Ben said as he looked over to grin teasingly at her.

She pushed his arm lightly and proclaimed, "Ew, he did *not*!"

"You're beginning to wonder now, aren't you?" he teased again.

"Shut up, Ben!" she said and giggled as she socked him in the arm a second time.

"You were so different in high school," he said then, casually, as if over night she'd become a different person to him. In a way, she had.

"You just didn't know me then. I'm pretty much the same," she informed him.

"No, I don't think so. I used to see you in the halls with your eyes on the floor, not looking at anyone. I can't remember ever hearing you talk unless it was to answer a question in class. Now, you're just so . . . different."

"Is that good?" she asked.

He looked over in confusion for a moment, then smiled. "Yeah Felicity, it's good," he assured her.

"Maybe you never heard me speak because you weren't listening," she offered. As soon as she'd said the words she wanted to reel them back in. She saw a hurt look pass over his face, then he sighed with resignation.

"You're right, I probably wasn't," he admitted. Her words cut him more deeply than he would like to admit, she could tell.

"I'm sorry, Ben, I--" she began.

"No, Felicity, don't. It's the truth," he said. She felt him close off to her then. That was his reaction to everything it seemed. Things get too tough to talk about and he just clams right up, runs and hides inside his own head and leaves everyone else to figure things out. She knew she'd kind of started this conversation, but she couldn't help being a little ticked off at this typical reaction by him.

"You just can't take it when someone gets too close, can you?" she blurted out. She'd never been very good at holding things inside. Sometimes it was an asset. Other times, though, her big mouth just got her in deeper and deeper.

"Let's drop this now," he suggested.

"Maybe I don't want to drop it," she retorted.

"Maybe . . . Ugh, Felicity, can we just not fight about this? I'm really not in the mood to be psychoanalyzed." She could see that his temper was wearing thin. Still, she kept pushing.

"You're never in the mood to talk about any subject that makes you the bad guy," she pointed out.

"Me? Me the bad guy?" he repeated. "As I recall, *you* were the one who brought this up in the first place. And you were also the one that followed me to New York like some lunatic. Damn, since when did this become my fault all of the sudden?" His face was red, his brow furrowed as these harsh words spilled forth. He knew he was going too far, but he couldn't make himself stop until it was well past too late.

"I knew this was a bad idea," she said softly as she tried to stubbornly fight the tears that came to her eyes. "I never should have come with you."

"Maybe you shouldn't have," he replied angrily. His angry tone poured over her damaged ego like acid on an open wound.

"If you thought . . ." she started, her voice catching on the tears that she was just barely containing at that point. She took a deep breath and tried again. "If you thought I was such a deranged lunatic for following you, you could have said so a long time ago. Now I feel like the biggest idiot in the world for trying to be friends . . . God, you probably think I'm completely pathetic . . ."

He wasn't sure what to say. He'd managed, yet again, to let his anger get the better of him and he'd lost control. He hadn't meant to hurt her . . . that was the last thing he ever wanted to do. Now, there was no way to take back what he'd done.

They were both silent for a long time. Felicity watched the scenery pass by. They'd been driving for a few hours and were somewhere in Pennsylvania, though she wasn't sure where. Finally, the silence was so stifling that she had to break it.

"I'm sorry," she said softly, still looking out the window and not daring to meet his eyes.

"You shouldn't be . . . you're right," he told her. "I'm the one who should apologize. In high school I was . . . well, a real jerk," he admitted. "And what I said to you before . . . I had no right. I didn't mean what I said. I never thought you were crazy. I really . . . it was a shock, but I was really flattered by it.

"And you are my friend. I'd never pretend that just to humor you." She nodded but didn't speak and still didn't look at him. He reached over and touched her shoulder lightly. "I'm sorry, Felicity. Please . . . just don't hate me. I'm really sorry."

She looked over then, meeting his gaze for a moment before his eyes went back to the road. "You weren't a jerk in high school," she said. "You were different. I . . . I wouldn't have liked you if you hadn't been," she said. "And I accept your apology. I'm sorry, too." He smiled then, glad things had cooled down once again.

The next half-hour was quiet but not tense like it was while they were fighting. It was comfortable. The silence was finally broken when she heard him chuckle and watched in puzzlement as he started to grin. "What's funny?" she asked.

"Nothing . . . not funny, just . . . odd," he replied.

"Odd?"

"Yeah, you, me, us . . . it's weird, don't you think? Last year we barely knew each other. Now, after living in the same town and going to the same schools for our whole lives, we end up friends." He turned her way again and smiled, his grey eyes twinkling in a way that made her heart leap into her throat. "I'm really glad you followed me to New York, Felicity."

She was speechless. His words and his eyes and his voice all worked together to remove every coherent thought from her head save for one: that she'd never wanted to kiss Ben Covington quite as much in her whole entire life as she did at that moment.

Flustered and embarrassed by the red color she knew had crept into her cheeks, Felicity simply turned away.

Another silence followed as they drove on through Pennsylvania. Felicity's embarrassment had subsided by that time, thankfully. When the signs for Pittsburgh appeared, Ben turned to her again.

"I'm getting hungry, you?" he asked.

"Hmm? Oh, yeah, I could eat," she replied.

"It's been about five hours. Okay if we stop in Pittsburgh and eat then you take over?"

"Sure, that's fine," she said. He nodded and drove on into the city. At the first exit that offered restaurants, he pulled off the highway.

"Any preferences?" he asked as they drove down a street full of fast food joints.

"Whatever you like," she said absently. He shrugged and pulled into a Wendy's. They both got out and walked to the door alongside one another. Ben held the door for her and Felicity smiled slightly and walked in ahead of him.

Once they were sitting across from one another with their food, the tension finally started to disappear completely. They picked back up on their conversation about high school. Ben told her a few funny stories about the people he'd been friends with, letting her in on some little-known embarrassing incidents about a few of the more popular kids they'd graduated with. She, in turn, told him about one of the guys that she'd been friends with going to the prom with his aunt.

"That was his aunt?" Ben exclaimed. "Man, I was wondering how he got such a date. She was hot." They both laughed. Then, Ben looked up and asked something she hadn't been expecting. "Did you go?"

She was caught off guard and it took her a moment to formulate a reply. "Uh . . . yeah, actually, I did."

"With who?" he asked.

"A group of people. You know, when you don't really have a date there's always safety in numbers," she remarked with a wry smirk that didn't do much to hide the pain she still felt at her lonely high school existence.

"I just can't understand that, Felicity. You're so beautiful. You should have had a hundred guys fighting to ask you to the prom," he said.

She blushed and shook her head. "Hardly."

"I don't remember seeing you there," he remarked.

"You were with Stacy Milton," she said.

"Yeah . . . You saw me?"

"Why do you think I even went?" she asked, embarrassed that she was admitting such a thing but also wanting to be completely honest with him, finally.

"I'm sorry."

"Why? I'm the one who lived in fantasyland. I'm just glad I got over it," she said.

"You're over it, huh?" he said. She could have sworn he'd sounded disappointed.

"Well, basically," she replied.

"Hmm . . ." was his only reply as he turned back to eating his French fries.

"Do you really think I'm beautiful?" she blurted out. She couldn't believe she'd asked, but she really wanted to know.

He looked up in surprise, then smiled. "Yes, I really do."

That had been about it. They'd finished their lunch, then left Pittsburgh with Felicity now behind the wheel. The second leg of their trip that day had been much quieter. Instead of talk, they filled the empty silence with music and eventually, after Ben had drifted off to sleep beside her, Felicity was alone with her thoughts and the sounds of the radio.

Somewhere around the Ohio state line, the radio station they'd had on finally lost its signal and she started fumbling around for one of the tapes they'd brought along. She grabbed the first one she came across and popped it into the cassette player. It was one of hers. The sounds of Sarah McLachlan came from the speakers . . .

Hey your glass is empty,

It's a hell of a long way home.

Why don't you let me take you,

It's no good to go alone.

I never have opened up,

But you seem so real to me.

And after all the bullshit I've heard,

It's refreshing not to see,

That I don't have to pretend,

She doesn't expect it from me . . .

It had been some time while she was listening to the solemn voice of Sarah McLachlan that she had realized it. It was late and she was tired so she'd found an exit, deciding to stop for the night. They were in Richmond, Indiana according to the sign as she pulled off the exit ramp. It was just as she pulled into the motel parking lot that she looked over at Ben, sound asleep beside her and realized something she then knew that she'd known all along. He was more to her than just a friend.

It was right about that time that things started getting complicated.

* * * * *

Ben came out of the bathroom in red flannel boxer shorts and no shirt. Felicity tried her best not to look, telling herself that it was just Ben.

'Just Ben,' she thought. 'Who am I kidding?' He looked so much like he had in all her high school daydreams. She'd just never expected those daydreams to become reality.

"You asleep?" he asked quietly.

"No," she replied.

She felt the bed shift as he sat down beside her and she turned to look at him. "Feel better?" she asked, meaning since he'd had a shower.

"Yeah, thanks," he replied. "So . . . the bed's kinda small, huh?"

"A little bit," she agreed. The motel had only single-bed rooms available and the bed couldn't have been bigger than full sized.

"I'll just take the floor," he offered as he started gathering pillows from the empty side of the mattress.

"No, Ben . . ." she protested. "I can't let you do that. I mean, the floor is hard and I'm sure it's uncomfortable. After the whole day in the car, you at least need a good night's sleep. Come one," she said as she patted the mattress. "It'll be fine."

He looked at her, trying to decide if she was serious. Finally, he seemed to figure that she was because he climbed into bed beside her.

They were turned in opposite directions, each facing the wall closest to themselves. Ben closed his eyes and tried to sleep, but he kept getting distracted. He could feel the heat of her body faintly against his back. The sound of her low, even breathing filled his ears and the scent of her shampoo assaulted his nostrils. He was surrounded by this woman whom he'd never imagined he'd end up sharing a soda with, much less a motel bed. But, something had changed. Sometime in the last few days, weeks, and months he'd started seeing Felicity Porter in a whole new light. He hadn't really wanted to be attracted to her. It only served to complicate matters in his life. But, it was there and there was no where to hide from it.

Finally, when he was sure she was asleep, he relaxed and let himself get caught up in his own dreams.

* * * * *

When Felicity awoke the next morning, the first thing she noticed was an arm slung over her waist. The second thing was the feel of someone's breath on her neck. Ben's arm . . . Ben's breath . . . oh, God.

She looked over at the alarm clock and the red display informed her that it was just 7 o'clock. They had decided to get up at eight so that meant it would be an hour yet before he woke. She wasn't sure if she could lie still for another hour with Ben practically spooned up against her and not go absolutely insane.

He did feel good, though. His arm held her not too tightly and yet not too loose either. It felt perfect . . . just as she'd imagined it would feel to be held by him. His breath against her skin made every hair on her neck stand on end. She wanted to moan. She also wanted to scream. This was absolute torture.

She shifted slightly, figuring her movements might make him move away in his sleep. Instead, though, he snuggled in closer, actually wrapping his arm around her and pulling her against him. And then she felt it. And her eyes flew wide open.

He'd pulled her flush against his body, as close as possible. Immediately, as soon as she felt the sensation against the small of her back, she knew what she was feeling. Like most men, Ben was not immune to the typical morning erection . . . still, it was one thing to be aware that he had them, it was quite another to be pressed against one.

Felicity's mind flew in a thousand directions. What was she going to do? She could move out of his grasp but, considering the tight hold he had on her, that would surely wake him up. That was all she needed was to have him awaken, realize the highly embarrassing situation they were in, and have the remainder of the trip be completely tense because of it. On the other hand, she knew there was no way in hell she could lie here for an hour with her back pressed against his hard on. She had to do something.

Fortunately, she didn't have to do much of anything. Ben woke up right about then and she decided to pretend she was asleep to avoid any embarrassment. It only took him a second to realize what part of his anatomy was getting friendly with her and he quickly released his hold on her and rolled over to face the other direction. Felicity took that opportunity to pretend to just be waking up.

"Morning Ben," she said casually as she sat up and stretched.

"Uh, good morning," he replied. "Be right back," he said as he got up quickly from the bed and practically ran to the bathroom. Felicity was just glad he hadn't turned to look at her because her cheeks were flaming red by that time.

She flopped back down on the bed and tried not to think about how good it had felt to be in Ben's arms. It was all just empty hope anyway. He'd never see her as more than the obvious . . . his friend Felicity. She sighed and finally got up to get her clothes for the day.

* * * * *

After breakfast, Felicity decided to take the first turn at driving that morning. They'd gotten an earlier start than they'd planned so they left Richmond just after 9am. Ben was examining the road map as Felicity fiddled with the radio station.

"It'll probably take us about five hours to get to St. Louis. You wanna stop there?" he asked.

"Sure . . . what's in St. Louis?" she asked.

"Uh . . . Anheuser-Busch Breweries are there. And Busch stadium. There's a baseball museum . . . that's about all I can think of. My dad took me there when I was a kid to visit my grandmother before she died. I don't really remember much about it."

Felicity nodded. "Well, St. Louis is fine by me. Now, if I could just find a damned radio station."

"Here, let me try," he offered and reached down to flip the station. His fingers brushed hers and Felicity felt a jolt of electricity course through her arm at the contact. 'You really have to get a hold of yourself,' she inwardly chided.

She'd almost succumbed to heart failure that morning when he'd walked out of the bathroom after getting dressed for the day. When she saw him in his black Levi's that hugged him in all the right places and that white T-shirt that clung to him like a cheap date she had to bite her lip to keep herself in check. Damn, he was gorgeous. She had a sudden, clear memory of sitting in Algebra class and staring at him over the edge of her book as he walked in and sat with his friends on the opposite side of the room. He'd been oblivious to her existence then. Miraculously, that had all changed.

She couldn't have completely imagined the way his eyes lingered over her when he came out of that bathroom. She was in her most faded pair of blue jean shorts, which were so well worn that the bottom edges were frayed. The shirt she wore was light blue and shorter than she remembered it being. Just a hint of the beige skin of her stomach peaked out from beneath it. She'd seen other girls wearing much more revealing clothes and draw less lengthy stares than the one she received from Ben. Then again, this outfit showed more skin than anything she'd ever worn while in New York. He was definitely not used to this new look. Luckily, he seemed to approve.

Back in the car, Felicity was snapped out of her revelry of that morning's events by the sound of Ben's voice. Apparently, he had found a radio station. It was one that played eighties music. "How's this?" he asked as Elvis Costello sang 'Everyday I Write the Book'.

"Fine," she said.

They sat back listening to the radio through Culture Club's 'Karma Chameleon', Quiet Riot's 'Cum On Feel the Noise', and Blue Oyster Cult's 'Burning For You'. They both knew all the words no matter what song was playing so they just sat back and sang along and watched the miles fly by.

It was about an hour into their trip when Rick Springfield's 'Jessie's Girl' began playing. Ben reached down to turn it up. "I love this song," he said.

"You do?" Felicity asked astonished.

"Yeah, I do," he said. "Why? That's weird?"

"Well, no . . . I mean, yeah. Rick Springfield? This song came out in 1981 or something. We were what, a year old?"

"I was two, thank you, and who cares? I happen to like cheesy eighties music," he informed her, then added, "Just don't tell anyone else about that."

She laughed and made the sign with her fingers over her chest that meant cross my heart. "It's our secret," she told him.

The words started in and Felicity was surprised to find that Ben really did know them all.

"Jessie is a friend, yeah, I know he's been a good friend of mine

But lately something's changed that ain't hard to define

Jessie's got himself a girl and I want to make her mine

And she's watching him with those eyes

And she's lovin' him with that body, I just know it

Yeah 'n' he's holding her in his arms late, late at night

You know, I wish that I had Jessie's girl, I wish that I had Jessie's girl

Where can I find a woman like that . . ."

Felicity had to laugh. She couldn't help it. Hearing Ben Covington belting out Rick Springfield lyrics was just too much. And he wasn't just singing along, either. He was singing *to her*. It was such a very un-Ben thing to do to be so silly. Still, she found it endearing. He stumbled over his own laughter as he sang the next verse.

"I play along with the charade, there doesn't seem to be a reason to change

You know, I feel so dirty when they start talking cute

I wanna tell her that I love her, but the point is probably mute

'Cos she's watching him with those eyes

And she's lovin' him with that body, I just know it

And he's holding her in his arms late, late at night . . ."

He was singing this song very loud. She really couldn't believe it. She was learning all kinds of new things about Ben on this trip. His love of Jessie's Girl was just one thing she hadn't expected. She loved it, though. She loved the thought of knowing something about him that no one else knew. She smiled at the thought of that as the song played on . . .

"And I'm lookin' in the mirror all the time, wondering what she don't see in me

I've been funny, I've been cool with the lines

Ain't that the way love supposed to be . . ."

When the song finally went off, she reached over and turned down the volume, still giggling at his performance. "You need serious help," she said playfully.

He laughed. "You know you love that song, Felicity," he said.

"I do now that I've heard your version. I will forever burst out laughing now every time that song comes on the radio and it's all due to you, Ben Covington," she teased.

"Well, I do what I can," he replied with a grin. "You know, I feel a little like Rick Springfield," he added.

"Oh really? This I have to hear. Please, continue," she said.

"Well, he's got this friend that he likes, you know, they're buds. Maybe they watch football games on Sundays or meet at the bar after work for a drink once a week. This guy Jessie is his pal. And then, Jessie gets this hot girlfriend. Well, Rick, he really likes having Jessie for a friend. Why ruin that, right?"

Felicity nodded, wondering where this could possibly be going, but stayed silent to let him continue.

"Anyway, Rick is a nice guy. He probably has a few girls he dates. He's nice enough looking, got a good personality, a nice voice. So, this chick that Jessie's dating shouldn't matter to him. He should be happy for his friend. But, he can't be. He tries, he really does. He knows Jessie likes this girl and at first Rick doesn't really see how great she is. Then, something happens. He starts seeing that this girl is really fantastic and now he doesn't know what to do because on the one hand Jessie is his friend and he doesn't want to mess that up.

"But, he also thinks this girl is really perfect and he wonders if she's not the right girl for him? He's never really found a girl who understands him the way that she does, who really listens. But is that worth his friendship with Jessie?"

Ben paused and Felicity sat there stunned. What exactly was he trying to say? Whatever it was, she had a feeling they'd stopped talking about Rick Springfield a long time ago.

Finally, she said, "So Rick and Jessie are really good friends, then?"

"Yeah, I suppose. They're friends, how good I don't really know."

"I'm not sure it's worth losing a friendship to gain a girl," she said.

"Well, not in every case," he said. "But, if it's the right girl . . ."

"How can you tell if it's the right girl?" she asked, suddenly very into this little game they were playing.

"That's kind of tough sometimes," he told her. "It's just something about the way you feel when you're with her. She walks in a room and you just forget what you were saying and look at her. She walks by you and you ache to touch her. She just . . . draws you to her. And it's not something she tries to do. I don't even think she knows she's doing it, it just happens."

As he finished speaking, his voice was nearly a whisper. Her heart pounded in her ears and her mind was racing. "So that's how Rick feels about his friend Jessie's girl?" she asked, her mouth feeling impossibly dry.

"Yeah, maybe," Ben replied.

"Maybe this girl doesn't know . . . she doesn't think Rick thinks of her that way," Felicity said.

"Maybe not, but he does," he replied, still in that rough whisper that was making her whole body tingle.

"What would Jessie say if he knew about this?" she asked.

Ben shook his head. "I don't know. I'm thinking he'd be pretty ticked off at Rick and at this girl. But, maybe that doesn't matter as much as Rick first thought."

"Well, you said Rick had a girlfriend. What about her?"

"I don't think she and Rick are meant to be together," Ben replied.

This was getting too weird. It was all too obvious what was going on, and to have it wrapped around this cheesy eighties song was getting way too surreal for her liking. Not to mention the fact that her whole body was humming like a finely tuned piano wire and she was starting to have trouble focusing on the road in front of her. This had to stop, before it got past the point of no return.

"I think Rick should think this over first. He might be doing this on the spur of the moment, before he really knows what he's getting into," she pointed out. She just hoped to God that her voice didn't sound as breathless to him as it had to her own ears.

"You're probably right," he said with a sigh. He reached over then and turned the radio back up, drowning out the words that still hung between them. Felicity felt something just between relief and disappointment at the narrow escape. She just wondered if they'd ever breech this subject again? Despite her better judgement, she certainly hoped so.

* * * * *

They got to St. Louis a little earlier than they'd expected and ended up having a long lunch at a restaurant that overlooked the Mississippi. Of course, half the city overlooked the river so it was hard to get away from it. Still, it was nice to sit by the water together and just talk. They both enjoyed the meal immensely.

Felicity was surprised but pleased to find that the tension from the car earlier had not made Ben shy away from her. She had feared that it might. He was just as talkative as ever, though, and they spent this meal once again talking over their old high school days. It still shocked her how different their lives had been in the exact same environment.

"I really liked high school," Ben admitted as he looked out over the water behind them.

"I liked it . . . I wouldn't say I *really* liked it," she said.

He looked back at her. "Why not?" he asked.

"Well, I wasn't nearly as popular as you were. High school wasn't the same for me as it was for you," she explained.

"You were smart. And you had friends . . . didn't you?"

She blushed, getting embarrassed as the conversation turned its focus her way. Talking about herself, especially her geeky high school self, was always uncomfortable for Felicity. "I had a few," she said.

"I had a lot of friends," he said. "But none that I really miss. You know, it's strange, Felicity. I value your friendship over every person I knew in high school put together."

She smiled. "That's nice of you to say."

"It's just the truth."

"Well," she asked, not sure what to say next, "Ready to hit the road?"

"Yeah, but do you mind if we stop at one more spot here first?" he asked.

"No, whatever you want to do," she replied. He nodded and got up to follow her out of the restaurant.

* * * * *

"I can't believe I let you talk me into this," Felicity said as the elevator they were riding in rose higher.

"Felicity, how come I never knew you were afraid of heights?" he asked. "You weren't like this that day on the roof of the dorm."

"I was too upset about other things that day to worry about falling off. Besides, that was a building. This is a . . . a . . . I don't even know what this is," she finally said.

"It's the Great Arch," he said.

"Whatever."

"It's a historical monument. You can see the whole city from up here. It's really spectacular. My dad brought me here that time we came. I remember how cool it was to be so high off the ground and look out over the river."

"You are not helping, Ben," she said.

"Sorry," he replied with a chuckle. "Come here," he reached over and took her hand in his and pulled her closer. "I promise we are perfectly safe. I'm right beside you," he told her.

She felt his palm pressed to hers and a heat rose to her belly. His touch was so warm, so comforting . . . she'd have followed him right over the edge of a cliff if he'd look her in the eyes that same way he just had. God, the things he did to her . . .

The elevator door opened and Ben led her off and into the small, windowed room at the top of the arch. She looked around tentatively and felt him squeeze her hand as she tensed a little. "You okay?" he asked.

She nodded, not trusting her voice at that moment. She truly was afraid of heights . . . and this thing was *way* off the ground. She felt sick all of the sudden as they moved closer to the row of windows.

"Why don't we sit down?" Ben suggested as he led her over to a cushioned bench beside a large window. The small room at the top of the arch was completely enclosed, at least, so there was no danger of losing her balance and falling to her death. Still, that wasn't much comfort.

Ben was looking at her with concern as they faced away from the window. "Felicity, are you sure you're okay?" he asked again. "You're shaking like a leaf. God, I'm sorry, I didn't know you were really this afraid. Why don't we just go?" he said as he started to get up, but Felicity grabbed his hand.

"No," she said. "Just give me a second, okay?"

He nodded. "Sure, sure," he replied and sat back down beside her, not letting her hand go. He reached up with his free hand to push her hair behind her ear and he let his fingertips linger over the smooth skin of her cheek for a little longer than necessary. "I'm really sorry."

"Don't be, I'm being silly," she said, embarrassed now that she felt like such a baby for being scared.

"It's not silly, Felicity. Everyone is scared of something. I'm scared of things . . . lots of things," he admitted.

"Like what?" she asked, eager for something to take her mind off of this situation.

"Like . . ." he thought for a minute. "Like, I'm scared for my mom. I'm scared because my dad is a real jerk to her and he . . . he hits her sometimes." He paused, looking down at their linked hands. "I really love her. I don't know what I'd do without her."

Felicity closed her other hand over his and he looked up at her and tried to smile.

"I'm scared of a lot of things . . ." he repeated as he looked back down at their hands yet again. "I'm afraid to tell people how I feel. I'm afraid it'll open me up to being hurt." He looked back up and into her eyes. "I'm really afraid to fall in love for the same reason. I'm afraid to rely on someone else to be happy."

His voice was a whisper at this confession and Felicity felt involuntary tears spring to her eyes. She wanted to lean over and kiss him so badly . . .

Just as she was letting that thought sink in, however, Ben took that step that she was too scared to take. He brought his lips to hers and kissed her.

Felicity gasped a little, but then gave in to the kiss. His lips moved softly but insistently over hers. It felt like that kissed they'd shared at his loft, but so much better. No one would interrupt this kiss. There was no one else around, and they probably wouldn't have noticed anyway.

She felt his hands break free from hers and ease into her hair, pulling her closer to him. A moan escaped her and though it made her blush when she heard it, the sound seemed to urge Ben on. When she suddenly felt his tongue sweep across her lips, her legs turned to water and she could do nothing but open her mouth to allow him inside.

He swept along the inside of her mouth delicately, as if he were savoring the taste of her. One of his hands stayed in her hair as the other ran along her back. She pressed closer to him, wanting as much contact as possible. When they finally came up for air, she barely kept herself from groaning with disappointment.

Resting his forehead to hers for a moment, Ben tried to catch his breath. His hand moved from her back to caress her cheek and he moved back just enough to look her in the eyes.

She didn't move, she could barely breath. The look in his eyes just said so much . . . she was afraid if she said anything the moment would vanish, that it would all be a dream . . . She needed this to be real.

There was so much to say, but she knew they'd have time. For the moment, she was content just to look at him and see that expression in his beautiful eyes. And all her fears melted away.

* * * * *

It was Ben's turn to drive when they finally got back into the car. Neither of them had said much after their kiss, but they'd been holding hands constantly since it had happened. Felicity figured that had to be a good sign.

After he'd opened her door, Ben walked around and climbed into the driver's seat and they both buckled up. "So, listen," he started, "I'm really, really sorry about that back there."

She froze. He was sorry? She could feel her heart crumble at his words.

"I never knew you were so scared of heights," he continued. "I never would have pushed you into that if I'd known. I'm really sorry."

She nodded, still weary of his actual meaning. Was that all he was sorry for? He seemed to read the look on her face perfectly. She felt him grab her hand and looked up at him.

"That's the only thing I'm sorry for," he said as he looked deeply into her eyes for a moment. Then, without letting go of her hand, he pulled out of the parking spot and back onto the road.

Felicity smiled to herself. Maybe things would work out after all.

* * * * *

She hadn't realized until they were back on the highway just how exhausted she was. The stress of the day had definitely taken its toll. They hadn't been driving for more than a half-hour before she was sound asleep.

Ben looked over and saw her with her head against the window. He smiled to himself, then reached over to gently grab her arm and ease her over towards him. She came willingly, snuggling close against his side as he drove on.

She felt good against him. He had to wonder if what had happened between them that afternoon had been a mistake but, feeling her this close to him it was hard to convince himself it had been anything but right. She just smelled so wonderful and her hair was so soft against his skin and . . . and he was completely lost in her.

He wondered if she felt the same. He felt sure that she did. They had a connection that he couldn't be completely imagining. And they'd kissed twice now, the last time for quite a while. Kissing her was so much better than he'd even imagined. He could see himself becoming quickly and easily addicted to it.

His arm was draped over her, holding her close and he was quite sure he never wanted to let her go. He knew he should be thinking of Julie or of Noel or of some other person they might be hurting as they entered this new phase of their relationship, but he couldn't. All he could think of was Felicity . . . and how much he loved being near her. The rest would just have to wait.

* * * * *

"Wake up sleepy head, we're here," she heard a familiar voice say. Ben's voice . . . she opened her eyes to find that she was practically curled up in his lap. Startled, she moved away. "Felicity, you okay?" he asked.

"Huh? Yeah, fine," she replied. "Sorry I slept so long."

"It wasn't a problem," he assured her. "So, it's getting late. I thought we might want to go ahead and stop for the night."

"Where are we?" she asked as they got out of the car and walked through the motel parking lot to the brightly lit office that stood in front of the row of shabby looking doors.

"Topeka, Kansas," he informed her. She nodded and followed him inside the office.

Once again, they found that the beds in roadside motels were not really meant to be shared by anyone trying to sleep without touching. Of course, they didn't really have a rule against touching. And, after that afternoon's events, Ben was actually looking forward to snuggling up in bed with her.

Felicity, of course, had shifted into overly analytical mode some time during her nap. Worse yet, she'd slept so long that she was not in the least bit tired and now it was time to go to bed. If she couldn't sleep, what then?

After she'd washed her face and brushed her teeth, Felicity exited the small bathroom and turned out the light behind her. Ben lay before her on the small bed. He was wearing those same plaid boxer shorts and again had on no shirt. She was clad in a T-shirt and loose cotton shorts. He looked up from the basketball game he'd found on the tiny TV as she reentered the room.

"All done?" he asked. She nodded. He nodded as well. "Wanna watch some TV?" he asked when she sat down on the bed beside him. He turned and offered her the remote but she shook her head.

"You can watch the game, I don't really care," she said. He shrugged and looked back at the ball game. It wasn't even his team so he wasn't all that interested.

As Felicity lay down beside him, he noticed how she sort of clung to her side of the bed. She looked like she might be close to falling off, but there was a good six inches of empty space between them. "It's okay if you want to scoot in a little," he offered.

"That's okay, I'm fine," she insisted.

"Felicity . . ." he said. She didn't look over. "It's obvious you aren't comfortable. Why don't you just scoot in a little? I promise I don't bite," he grinned, but the effect was lost as she again refused to look over at him. Finally he reached over and touched her arm lightly. "Tell me what's wrong."

"Nothing," she said, shaking her head for emphasis.

"Nothing," he repeated. "Why are you doing this?"

"Doing what?" she asked as though she really had no clue what he could be talking about.

"If you want to pretend like none of that stuff in St. Louis today happened I can deal with that. But just tell me now, please."

The tone of his voice caught her off guard. He sounded . . . hurt? Or was it disappointment that she heard? She had to look over at him then, to see his face. "It's not that at all," she said.

"Then why are you pulling away from me?" he asked.

"I . . . I don't know, Ben," she said. "It's just . . . I'm really . . . I guess I'm scared."

"What do you have to be scared of?"

"Everything," she replied. "I like you . . . a lot. More than I should. And I think you might like me . . . I just . . . if you don't and this is just . . . a thing . . . Well, I don't think I can handle that."

"Felicity, do you really think that little of me?" he asked.

"I didn't mean--"

"I'd never do that," he stated flatly, cutting off her words. "I'd never play games with you that way. If we do this . . . us . . . it's all or nothing. I didn't invite you to come along because I was looking for a summer fling," he said.

"Ben, I . . . I'm sorry. I really didn't mean to imply that. I just . . . I'm afraid of getting hurt. I know I've brought it on myself, but I've been hurt a lot this past year. I can't take much more." She felt tears in her eyes then but didn't bother fighting them. When she finally let them flow, Ben gathered her close to him and held her against his chest.

"You mean more to me that you realize, Felicity. I just wish you could see it."

"I want to, I really do. It's just hard to believe that you . . . that you'd want me that way," she admitted.

"I don't know why that's hard to believe, Felicity. You're a great person. You're funny and smart and easy to talk to and . . ." she looked up at him, raising her head off of his chest to look into his eyes. "And you are absolutely beautiful," he said as he touched her face reverently. It was the second time he'd said it and her heart skipped a beat just like it had the first time. She blushed and looked down. But he grabbed her chin and tilted it back up so that their eyes locked. "Beautiful," he repeated.

She smiled, hoping to God that he meant these wonderful words. She was pretty sure he did. He looked especially sincere as he gazed at her. And the way he said the words made her feel incredibly turned on. He seemed to have that effect on her quite frequently.

"I really want to kiss you again," he said then and she couldn't find the words to respond; all she could muster was a nod of consent. She wanted him to kiss her. She wanted him to kiss her and touch her and hold her close to him for as long as he wanted. She could stay in his arms for the rest of her life and be perfectly happy there.

When his mouth met hers, this time in their third kiss, she felt suddenly bolder than she had on the previous two encounters. Instead of waiting for him to lead the way, she drove ahead, lying down against him and kissing him hard. He seemed shocked for just a second, then he followed her lead and returned the kiss with the same fervor. Their lips, tongues and teeth moved against in each other hungrily for a long time. Neither of them wanted the kiss to end.

Finally, when he thought he might pass out if he didn't breathe, Ben pulled away. "Wow," he huffed, trying to draw some oxygen into his deprived lungs.

"Wow is right," Felicity responded as she lowered her head to his chest and tried to catch her own breath.

"I never knew you could be so . . . assertive," he said.

"Me either," she admitted.

"I love kissing you," Ben said as he reached down to twirl a curly strand of her hair around his finger. She looked up and grinned.

"I love kissing you back."

"Do you think we should talk about all of this?" he asked.

"Yes, we should . . . but, not tonight, okay? Let's wait until morning."

"Okay, I can handle that," he replied. He reached over and grabbed the remote, turning off the TV. Then, he flipped off the bedside light and pulled the blanket up over them both. As he kissed the top of her head and wrapped his arms tightly around her small body, he whispered, "Good night, Felicity."

* * * * *

The morning greeted them with bright sunlight that woke Ben as it fell across his face. He yawned and opened his eyes, squinting against the light. His gaze fell instantly, though, to the sleeping figure curled up in his arms.

She looked radiant lying there with her face in the early morning sunlight. He felt overcome by his feelings for this girl whom he'd barely known just one year ago. How things had changed . . .

Felicity was unlike any girl he'd ever known. She was kind and sweet, but at the same time honest and not afraid to admit anything. She cared about him; that much he was sure of. And, though she'd managed to screw things up a few times since they'd arrived in New York, her intentions had always been good. He knew she'd never purposely do anything to hurt him.

That meant a lot to Ben, to be able to feel safe with a woman. He harbored so many feelings of inadequacy because of his father, amongst other things, that it was hard for him to trust anyone. And, it was especially hard to trust another person with his heart. He really didn't think he ever had, not completely. He'd come close with Julie, but he'd always held something back. Now, with Felicity, he felt that for the first time in his life, he might have found someone he trusted enough to really allow inside his heart.

He was so lost in his thoughts, that he didn't even realize it when Felicity opened her eyes. He was playing with her hair again, a habit he seemed to have acquired quickly, and staring off into space when she looked up at him.

"Earth to Ben?" she said softly.

He looked down then, saw her staring back at him, and smiled. "Good morning, gorgeous," he said as he leaned forward to kiss her nose.

She smiled back, thinking that she could get used to this kind of treatment way too easily. Reaching up, she touched his face lightly. "What were you thinking about before I woke up?" she asked.

"Huh?"

"You were so deep in thought . . . what about?"

He shrugged. "Oh, you know, things."

"Things like . . ." she prodded.

"Like you," he said.

"You were thinking that deeply about me?" she said, her voice filled with disbelief.

"Sure, why not?"

"It had to be more than that," she said.

He sighed. "I was just thinking about . . . about how much I trust you," he finally admitted. "I feel safe with you." He felt silly saying that out loud. It just seemed childish. But, she'd asked for the truth and that was what she'd gotten.

The smile she gave him in response told him that she didn't think him silly at all. He was slowly building a mental catalogue of her various expressions and this was one he'd seen before. It had been just before that kiss they had shared before bed the previous night. He hoped this look would lead to the same place twice. Luckily for him, it did.

As she kissed him thoroughly, he could see this was doing nothing to assuage the arousal he'd felt since the moment he'd woken up. He wasn't sure what to do. With the way she was slithering against him, she'd soon be well aware of his current state if this went on much longer. Of course, that would be expected in this case, right? He should be . . . excited by her when she was lying on top of him kissing him the way that she was.

It wouldn't be like the morning before when he'd woken up to find himself rock hard and pressed against her. God, how embarrassing. He just hoped she really had been asleep. What would she think of him if she knew? He didn't want to contemplate that too long. He couldn't, really; not with Felicity's tongue in his mouth anyway.

She moaned and ground against him. 'Oh Lord, please don't let me embarrass myself,' he silently prayed. "Oh, Felicity, you . . . we . . . mmm . . ." he stopped as she kissed him again, harder, deeper.

"Ben, should we stop?" she asked. He could tell by the way she said it that she had no intention of doing so.

"We probably should," he replied, a weak protest since his hands were all over her as he said the words. Then, as her mouth latched onto his jugular, he was not only at a loss for words, but unable to form a single coherent thought except that he *never* wanted her to stop doing that thing with her mouth.

"Mmm, Ben . . ." she moaned against his neck. His hands were on her ribcage, his fingers brushing the undersides of her breasts.

Finally, after he was sure she'd given him the biggest hickey known to man, he pulled her mouth from his neck and captured her lips in another bone-searing kiss. When he pulled away, he decided the return the favor on her unmarred flesh and rolled her over and under him so that he had better access to the sweet skin of her neck. At the contact, she began running her hands through his hair.

"Ohh . . ." she sighed. "Mmm, I love you . . ."

Before the words had fully left her mouth she knew that she shouldn't have allowed them out. But, there was nothing she could do. It was already said before she could think about it. She felt him pull away almost instantly. "Ben, I didn't--"

"This is just going too fast, I think. We need to think this through," he said. And then he was gone, rushing off into the bathroom to hide. And she was left alone.

* * * * *

He stared at his reflection in the bathroom mirror and cursed himself for being so stupid. Why had he run away from her that way? She didn't have any intention of hurting him. Maybe she really did feel the way she said. Or, maybe it was just said in the heat of the moment and he was blowing this whole thing out of proportion. Either way, he ended up feeling like a fool.

It wasn't as though she was the first girl to say those words to him. There had been several, in fact. Stacy, his prom date, had professed her love the night of the prom as they had sex in the back of his mom's Mercury. He hadn't taken it seriously. Stacy just thought that she should say she loved any guy she let in her pants. He would later discover that Stacy had a lot of love to go around.

The others who'd uttered that phrase to him were just as insincere in the declaration, he was sure. Perhaps that's why the words had never phased him. He'd never repeated the sentiment. He couldn't profess a love he didn't feel.

Still, he felt like Felicity would never lie to him. He couldn't even imagine that the words had simply been said in the momentum of their activity. That had just allowed her to lose her inhibitions and let her true feelings out. So, if that was the case, maybe she really did love him. He wondered how he felt about that.

The truth was, although the thought of her feelings for him being that strong was pretty scary in its enormity, it wasn't what frightened him the most. The most terrifying aspect of this whole situation was his own feelings. He could feel himself falling for Felicity Porter . . . hard. Some time in the last few weeks he'd come to realize just how much he liked her and now that like seemed to have grown into something else. He'd never been in love before. That was the last thing he'd been looking for in a relationship. But, it seemed that love didn't always wait for you to find it. Sometimes, it found you.

He turned off the water with a sigh and dried his hands on one of the towels hanging by the sink. He knew that he had to go back out there and face her. She'd be upset. She'd be hurt. He just hoped he could get her to understand.

When he opened the door, Felicity was already dressed and sitting on the bed as she tied her shoe. She didn't look up when she heard him reenter the room. As he walked over towards the bed he felt her tense and noticed how she turned slightly away from him. Sitting beside her, he put his hand on her thigh. "I'm sorry," he said softly.

"Let's just forget it, okay?" she said as she got up and moved out of his reach. He wasn't giving up so easily and got up to follow her.

She was standing at the mirror and pulling her hair into a ponytail when he came up behind her and placed his hands on her shoulders. His eyes found hers in the reflection. "I don't want to forget it," he stated.

"Ben . . . just don't," she replied. He could see the tears brimming in her eyes.

"Felicity, please let me explain . . ." he pleaded.

She shook her head. "Not now, okay? I just . . . I can't." He looked upset, but nodded his ascension and turned away.

He quickly dressed in the bathroom and came out to find that Felicity had already loaded their bags into the car. "I'll drive first," she said when he returned to the Cadillac after turning in their room keys. He nodded again and moved around to the passenger's side.

The drive was quieter than it had been since their trip had begun. The radio was turned off and Ben didn't dare reach over to turn it on. He just sat in the silence that enveloped them and waited for her to cool down.

It took longer than he'd suspected for her anger to calm. In fact, they'd driven over five hours and finally stopped at a Dairy Queen in Colby, Kansas and she had yet to speak one word to him. When she cut the engine in the parking lot, she simply grabbed her purse and got out. Ben sat in stunned silence for a second, then got out and followed her into the restaurant.

"You haven't given me a chance to explain," he whispered as he caught up with her inside. They were standing in line waiting to order. Felicity ignored him.

The girl behind the counter asked with a complete lack of enthusiasm, "May I take your order?"

"Felicity, just give me five minutes," he begged.

"I'll have a chili cheese dog, a small fry, and a medium Coke," she told the girl at the register. The girl looked at Ben momentarily then entered the order.

"Three dollars and forty-five cents," she said.

"Are you ever going to speak to me again?" he asked. Still she said nothing. "Fine, I'm not hungry. I'll just have a Coke please," he said to the girl. She nodded and rang him up. He paid, took his drink and went into the lobby to sit down while Felicity stayed behind and waited for her food to be ready.

"Look, I know this is none of my business," the girl said to Felicity, "but I think you should give him a chance. Whatever he did he seems really sorry."

Felicity eyed the girl skeptically, ready to ream her for butting into her business. But, her anger dissolved as quickly as it had arisen. She shook her head, "I just don't know about him anymore," she admitted.

"Well, he's pretty cute. I wouldn't let him get away quite so easily," the girl said. "Besides, he's got a nice ass," she whispered. Felicity had to laugh at that and she also had to nod in agreement. He did have a nice ass.

Her food came up and the girl handed it across the counter. "Good luck," the girl said.

"Thanks," Felicity replied, then took the tray and turned towards the tables behind her. She saw Ben sitting in one corner staring down at his soda. He did look really regretful. Maybe speaking to him wouldn't be the worse mistake of her entire life after all.

"Is this seat taken?" she asked as she stood next to him with her tray in hand.

"No," he mumbled, "Feel free."

"I'm sorry, I was being immature," she conceded.

"I understand," he replied.

"I'm still upset," she confessed.

"I understand that, too."

"You hurt me when you ran away like that. I . . . uh . . . well, I thought I meant more to you than that," she said sadly as she looked down at her untouched tray of food.

"Did you ever stop to think that . . . maybe the reason why I ran out like that . . . the reason I couldn't . . . go there . . . was because of how *much* you mean to me?" he asked.

"That's supposed to be a comfort? You care about me so much that you can't even talk about it? Sorry Ben, that just doesn't ease my mind," she replied.

"It makes no sense at all, I know that . . . I can't explain it, Felicity." He sighed in frustration. "I just . . . God, I don't want my stupidity to ruin this. I think . . . I think this could be something really great."

She sat for a moment looking at the food. Then, finally, she looked across the table at him and asked, "So, where does that leave me?"

He shook his head, "I can't . . . I don't know what to say to that."

"I can't take it if you break my heart," she stated outright.

"I'd never . . . I'll do everything I can to prevent that," he promised.

"So, you need time is what you are saying then?" He nodded. "How long?" she asked.

"I wish I knew the answer to that," he replied. "This is just . . . it's so new to me, you know? I'm not used to feeling so . . ."

"What? Feeling so what?" she asked.

"So close to someone. I've never opened myself up to anyone like I do to you. It's scary as hell," he admitted.

"It scares me, too," she assured him.

"I just don't want to go too fast with this. I'm not sure I can do that. And I'd hate to ruin what we have because we rushed ahead too quickly."

She nodded. She was all for not rushing things . . . she just wondered what it was they had as far as he was concerned. She didn't ask, though. There was another more pressing question on her mind. "Ben . . ." she said softly.

"Hmm?"

"Can I ask you something?"

"Sure."

"This morning if I hadn't . . . uh . . . said what I said . . . we would've, well, uh . . . wouldn't we?" she stammered.

He nodded. "Yes, I think we would have."

"I'm glad we didn't, not yet," she said.

"We have a lot to talk about," he stated. She nodded her agreement. "So, you going to finish eating?" he asked as he gestures towards her untouched chilidog.

"Nah, I'm not hungry, really. And anyway, it's ice cold now."

"Well, why don't we hit the road then and we can stop in a while and I'll buy you some dinner," he suggested. She agreed and they got up together to leave.

As they walked towards the car, she felt his hand against her back and realized just how good it felt. Suddenly she really hoped that they could make this thing work out.

* * * * *

"So, start talking," Felicity said. They were sitting in the car together. They'd been on the road for about a half an hour and were still in Kansas. So far they'd made small talk, but had yet to really discuss the major issues at hand. Felicity was ready to finally get to the point.

"Where should we start?" Ben asked.

"Let's start with us in general. What are we doing here?" she asked.

"What do you mean?"

"Well, we've been driving in this car together for the last three days. Before then we were friends and nothing more. I don't think this road trip qualifies as really dating and I don't think people who are just friends make out with each other, so where does that leave us?"

"Dating, we're dating," he replied.

"We are?"

"Well . . . yeah," he said.

"We haven't been on a date," she pointed out.

"We could, if you want to," he told her.

"Like where? Where would we go?"

"I dunno . . . why don't we think on that one," he suggested. "In the meantime, where do you think this is all going to lead?"

It was her turn then to ask, "What do you mean?"

"When we get to Palo Alto . . . where will that leave us? And what about Noel? And Julie? It's all fine and good when we're here in this car together in the middle of nowhere . . . but, we have to return to real-life eventually. Do you think things will go back to normal then?"

"I don't really know," she admitted. "I don't want to hurt Noel or Julie but . . . well, I can't imagine just forgetting all that's happened on this trip so far either."

"Neither can I," he said.

"I guess we have a lot to think about," she said. He nodded in agreement.

"Have you ever cheated on a guy before?" he asked suddenly, rather out of the blue.

"Me? Uh, well . . . I haven't really had much opportunity until now," she stated. Then she said softly, "Noel is the first real boyfriend I've ever had."

"He is? Oh, I didn't know that," he said.

"Well, it wasn't like I dated any guys in high school, really. I was too busy . . . uh, well . . . I was too busy daydreaming about you if you want to know the truth."

He looked over briefly after she'd divulged this secret and smiled slightly. "Felicity," he said as his eyes moved back to the road ahead, "I love how you never lie."

She wasn't sure how to respond to that so instead she asked, "Have you? Ever cheated, I mean."

"Cheated? Well, I don't know if you could call it that. I've dated more than one girl at a time, but I think they both pretty much knew."

"So, we are both first time offenders in a way," she offered.

"Yeah," he grinned wryly, "I suppose you could say that."

They were quiet for a while after that, but this wasn't an uncomfortable silence like the one all morning. It was just a lull in the conversation.

"So," Ben finally piped up, "Tell me something that I don't know about Felicity Porter."

She laughed, "Such as?"

"I dunno, anything."

"That'll be kind of tough since my life is basically an open book," she replied.

"Oh come on, everyone has secrets," he told her.

"Not me, not really. I talk a little too much, if you hadn't noticed. And I tend to say what is on my mind. It's a character flaw."

"I happen to like that aspect of your character," he said.

She laughed again. "Well, nevertheless, it leaves little room for secrecy."

"How about we play a game," he suggested.

"Okay, what did you have in mind?"

"Truth," he said.

"Truth?"

"Yeah, like Truth or Dare, only without the dare part," he explained.

"Okay, you made that up," she laughed.

"No really, we used to play this at parties in junior high. Come on, it'll be fun. We'll learn a little about each other. And it'll pass the time. Beats looking at wheat fields all day, right?"

She looked out the window at the miles of endless farmland and nodded. He had a point. "Okay, but I get to ask the first question."

"Deal."

"Okay . . ." she thought for a few seconds, trying to think of something she'd always wanted to know about this guy she'd admired from a distance for so long. "Uh . . . okay . . . tell me about your first time."

He looked quickly over at her and chuckled a little. "Uh, okay . . . hmm . . . Well, I was fifteen years old. It was with this girl named Erin. She was older, seventeen, I think. She went to a different school. I met her through a buddy of mine. Anyway, we were at this party. I remember it was the summer after ninth grade. So, anyway, I danced with her. I'm an awful dancer, by the way," he laughed. "But, Erin didn't seem to care. We danced a few times, kissed during one of the slow songs . . . I guess one thing just led to another and the next thing I knew we were down the street having sex in the backseat of her car. It was all pretty wham-bam-thank-you-ma'am as I recall." He heard Felicity giggle at this and added, "Hey, I said I was fifteen. I wasn't even in the tenth grade yet. Give me a break," he chuckled.

"Sorry," she snorted. "It's not funny, really." She smiled and stopped laughing finally. Then, growing serious again, she asked, "So, did you love her?"

"Love her? Nah, I barely knew her. I never saw her again after that night," he responded.

"Do you regret it?"

"Hey, isn't it my turn to ask a question?" he said.

"Yeah," she nodded, "I guess it is."

"Okay, same question. Do you regret your first time?"

"Regret? Well, in some ways yes and in some ways no. I'm not really sorry I did it. I kind of wish it hadn't ended up happening quite that way, but I don't really regret it."

"I guess I don't regret what happened with Erin either," he said. "So, if you could somehow go back and change it, though, who would it be with? I mean, if your first time could have been with anyone, and it has to be someone you really know. You can't say Brad Pitt. But, if you could pick, who would it be?"

Felicity knew what he was asking. She wasn't sure she wanted to answer, but she knew she had to if she expected him to be truthful with her. "Well," she started, "I guess I don't really know. Even a few days before it happened if someone had asked me this question I would have said Noel, without a doubt. But, after all that had happened just before I was with Eli . . . well, it couldn't have been Noel, not then.

"He hurt me," she admitted. "I felt really betrayed when he went back to Hannah that night. I guess in a way I was trying to ease that pain with Eli . . . I know now that it was wrong. Still, I can't take it back so . . ."

Ben turned towards her then and said quietly, "You didn't answer the question."

"I guess I don't really have an answer. Do you?" she countered.

"No," he admitted, "Not really."

"Okay, my turn then?" she asked. He nodded. "Have you ever had sex with someone that you truly loved?"

He was quiet for a long time after her question was asked and for a moment she thought he might not answer. But then, she heard him speak. "Well, I guess that all depends. I've had sex with a couple of girls I loved. I loved them because they were my friends and I cared about what happened to them. But, if you mean with a girl I was in love with . . . well, then, no. I've never really been in love."

"You haven't?" she sounded fairly shocked.

"No, that surprises you?"

"Well, yeah. I mean, you *always* had a girlfriend when we were in high school. You've had a few since we started college even." Then, something else occurred to her. "What about Julie?"

He sighed. "I love Julie. But I'm not in love with her. There's a difference."

"Yes, I suppose there is," she agreed.

"Are you in love with Noel?" he asked.

"I thought I was . . . now I don't know. I'm not sure how to tell, but I think that if I were in love I would just know so maybe that means I'm not," she reasoned.

"I think it's something you just know," he concurred.

"What do you think love feels like?"

"I think . . . I think it feels safe. I think when you really, really love someone you can tell them anything. I also think it's not perfect. Nothing real can ever be perfect. But I think love is perfect despite its imperfection . . . if that makes any sense at all."

"Perfect sense," she told him.

He smiled and reached over for her hand. She let his fingers twine through her own. It felt good to hold his hand. It felt good to just be near him. She didn't have a clue what would happen once this road trip ended but for now, she could live with things as they were. She'd live in the moment . . . and just wait to see what the future held.

* * * * *

They ended up waiting to eat until they got into Denver. They had intended to stop once they crossed over into Colorado, but they'd been chattering on about one thing and then another and food had just slipped their minds. But, once they pulled off the highway and into the outskirts of downtown Denver, they were both ravenous.

"Where should we stop?" he asked.

"I don't care, anywhere. Just something that won't take forever," she added.

"Yeah, jeez, how long has it been since we ate last?" he asked.

"Too long," she replied.

"I don't know about you, but I'm kind of sick of hamburgers."

"Yeah, agreed."

"Do you like Chinese?"

"Sure, that sounds good," she replied. So, he found a take-out place and they went in and ordered way more food than the two of them could possibly ingest in one sitting. Then, Ben refused to let her pay for half.

"It's my treat, remember?" he said.

"Oh, that's silly. We were both fighting. You don't have to buy it all," she insisted.

He pushed her money away, though and replied, "I'm paying; end of conversation. Look at it this way, you can think of this as our first date." At that, she just had to laugh.

They had their first date on the floor of a room in the Motel 6 of Denver surrounded by little take-out cartons from the Wok of China restaurant. The food was good, but that could have been because they were both so hungry. They barely slowed down long enough to taste anything, they just ate like it was their first meal in weeks. When it came time for the end of the meal, Ben found the two fortune cookies that had come with the food and handed one to Felicity.

"You go first," he said. She nodded and unwrapped the cookie, then cracked it open and pulled out the tiny slip of paper.

She read the fortune: "Never lose hope; good fortune is waiting around the ben."

"You mean bend, waiting around the bend," he said.

"No," she shook her head and laughed a little then held out the paper to him. "It says ben, look."

He read the fortune and it did indeed say his name. He chuckled. "Must be a misprint."

She nodded but said, "How weird is that though, huh?"

"Yeah." He turned then to his own cookie, tearing it open and breaking it to remove the strip of paper hidden inside. "The journey to happiness is shorter than you perceive," he read. "Huh, okay Miss English lit expert, what do you suppose than means?"

"It just means that what you want is closer to you than you think," she replied.

He smiled. "You should write these things."

"Yeah, my parents would be so proud if I ended up using my college education to write fortune cookies," she said with a giggle.

"Tell me something, Felicity . . . how important is it to you if your parents are proud of you?" he asked. She turned to look at him, surprised by the suddenly serious turn of their light-hearted conversation. He just looked back at her waiting for an answer. He looked sort of . . . lonely. That was the only thing she could equate his expression to.

"I don't know," she said. "Uh, I guess it's pretty important . . . to me anyway. But, not to everyone," she added.

"My dad will never be proud of me," Ben said. His face was blank when he said it. She would have expected him to look hurt or sad or . . . hell, something. But his face was devoid of any emotion, like he had long ago given up hope that he'd win the love of his father. She could tell, though, that it was something he wanted more than anything in the world . . . even now.

"Oh, sure he will," she replied, reaching down to take his hand in hers. They sat side by side on the floor with their backs leaned against the foot of the bed. "I'm sure your dad is proud of you in his own way. He just has a problem expressing that."

"He refused to come to my high school graduation," Ben said as he shook his head. His mouth turned up in a sad grin that tugged at the corners of his eyes. He said in a regretful voice, "Nothing I do is ever good enough."

Felicity squeezed his hand in hers and looked down at the floor. "I'm sorry, I know that must really hurt you. I wish he weren't like this."

"He wasn't always," Ben told her and a lightness came into his voice then as his mind slipped back to a happier and easily remembered past. "He used to be a good guy. I mean, my mom didn't marry the insufferable jackass he's become. She married a guy she met in college and fell in love with." Felicity listened attentively, wanting to know all there was to know of the man beside her. His life fascinated her; his stories could hold her attention for hours. She was completely captivated by everything about Ben Covington; she always had been.

"When I was a kid," he continued, "we were really happy. I mean, it wasn't the Brady Bunch, but I had a good life. And I loved my parents, both of them. My dad used to take me places; we did things together. It was a family. Then, when I was in about fourth grade I guess, things started to change.

"That year my mom got pregnant again. They had never really tried to have me, I just sort of happened. And this was the same way. They never made a decision not to have more kids; it just never seemed to happen . . . until that year. My mom and dad were really happy. The prospect of a new baby . . . I guess it was all pretty exciting. So, we all prepared and we all waited. Then, I guess my mom was about five or six months along when she lost the baby. It was pretty devastating." His mouth twitched as he made this confession. Felicity felt her heart constrict. She could tell that this hurt him and she ached right along with him.

"I don't remember much . . . I was only a kid. But what I do remember is when they told me I wasn't going to be a big brother. I remember wanting to cry. I had been so excited. I'd saved my allowance for months, putting it back to buy another baseball glove so that eventually I could teach my new brother or sister how to play catch . . . just like my dad had taught me. I don't even know what I did with that money . . . I think I might have thrown it away." He looked for all the world like he might cry at that moment. It was almost scary for her to see him that way. She'd never seen Ben like that. He was one of those guys that never let things show, that always hid his emotions behind anger to keep from really opening up. It occurred to her then just how much faith he had placed in her to be so honest in her presence.

He gnawed on his bottom lip in an effort to stay composed. His breathing had deepened as he tried to calm himself down a bit. All this confession was taking a toll on him. But, it was helpful, too. It felt so good just to let it all out. He looked at her hand in his again before he continued.

"Anyway, that was when my family changed. My dad used to drink before that, but not the way he did afterwards. He'd come home so drunk he could barely walk . . . yelling and screaming at my mom for anything he could think of. I think he made most of it up. He just needed someone to yell at." Ben sighed deeply and Felicity squeezed his hand again to let him know that she was there for him. He squeezed back just a little; his way of thanking her, she supposed.

"I'll never forget the first time he hit her. I couldn't have been more than about ten years old. He came in late one night . . . drunk, as usual. I forget what the fight was about but it didn't really matter. It never really mattered to him. All I can see in my mind when I think about it is his hand raised above her and then a deafening sound as he slapped her hard across the cheek. I just sat there, stunned; we all did for a few seconds. Then, I looked up at my mom holding her own hand to the bright red imprint across her face. I saw my dad, his eyes wild. I didn't even know him then. I realized that he was a total stranger to me. So, I turned around and ran to my room." He was shaking. She could feel him tremble against her side and she longed to hold him close and never let go.

"I hid under the bed," he went on. "It was stupid . . . I was way too old to be hiding under my bed. I just . . . I needed to get as far away from him as possible. I needed to forget that alcohol-crazed man and remember the father I used to know. All I wanted was the life I used to have. But, it never was the same. It's never been the same."

Felicity realized when he had quit talking that she had tears running down her cheeks. She was actually surprised that he didn't. He was just staring at their hands, wound together and resting between them. His expression was solemn, sad . . . she'd never seen him in such a state, even in the worst circumstances. She could tell that his defenses were completely down. He'd dropped his armor and sat exposed before her, trusting her not to take advantage of his present state; knowing that she'd never betray that trust.

When she moved closer and put her arms around him, he fell against her with all of his weight. She took his body against her own and held him tight. He didn't cry; she could tell that he couldn't. It would just be too much for him. But she felt him tremble against her as he fought the tears that had been trapped within him for so very long. She wished he'd just let them go, just cry on her shoulder for hours and let all the pain be washed away with those long-overdue tears. He couldn't, though, and she understood that. Letting go was never that easy. Even telling her these secrets that he buried within him was a huge step. He needed time to deal with that before he let go of his last means of hiding himself from the world.

They sat there for a long time just holding on to each other. It felt so good to have him in her arms that she never wanted to let him go. He seemed to like holding onto her, too. He was clutching at her back, trying to pull her as close as possible. His face was buried against her neck and she could feel his warm breath against her skin. Her hands smoothed over the tense muscles in his back and she wanted nothing more than to gather all of the pain and hurt that she knew he had trapped within him and take it into herself.

After an eternity had passed, they finally pulled away from each other. They were both exhausted and Felicity knew that they needed sleep more than anything. They'd managed to procure a motel room with two single beds that night, but she was well aware that they wouldn't be using them both. She couldn't let him sleep by himself . . . so close to her in the room and yet so very far from her grasp.

Instead, she got up and took his hand as he rose beside her. He allowed her to lead him over to one of the beds like a child. When she looked at his face, she realized how much he resembled a lost and tired little boy that night. He just needed love; it was written all over his face. God, how she wanted to be the one to give it to him. She wanted to give him everything. She wanted to make all of his pain go away.

Climbing in beside him, Felicity pulled him into her arms once more. He went willingly, wrapping his arms around her middle and burying his face in her hair. She reached up and smoothed her hand over his head, trying to comfort him as best she could. She wanted to tell him that she'd never let anything hurt him again. She wanted him to know that she would always be there . . . that he could count on her until the end of time. But, all of those words would sound hollow if she said them aloud. He didn't really need her to speak those promises. They were already obvious to them both. All he needed was the feel of her around him and the feel of her hands as she ran them over his body. Her touch just had a way of calming his soul.

She turned her head slightly and planted a soft kiss to his temple, closing her eyes to ward off her threatening tears. It was strange how things turned out sometimes. Once upon a time Ben Covington had been an ideal specimen of manhood that she had admired from afar. He was the epitome of perfection . . . nothing could have possibly been wrong with his life.

Now, she'd come to realize that appearances could be very deceiving. Ben had led far from a perfect life. He'd faced more than she ever could have imagined. Still, he'd made it. He was still fighting for that perfect life that she had envisioned for him. His soul, though torn and tattered, could be repaired; his heart, which had been shattered too many times to count, could be mended by the right hand.

She longed to be the one to heal those wounds. She wanted to ward off all bad things from his life and shelter him within herself. No one could protect him better than she could, she was sure of it. She fell asleep hoping she'd one day get her chance.

* * * * *

The rain woke Felicity early that next morning. The dark clouds that had hung above them as they'd made their way through Colorado late the last night were now subjecting the city of Denver to what sounded like a torrential downpour. Felicity stretched and, yawning, opened her eyes to greet the dreary morning.

She was alone. That had not escaped her attention even before she'd opened her eyes. After the previous two mornings, she'd been looking forward to once again waking up in Ben's snug embrace. Unfortunately though, that was not to be on this morning. Looking around she realized that he was not even in the room. The bathroom door stood wide open, revealing no trace of her wayward travel companion. It was just after 7am . . . where could he be? Curiosity drug her from the warm bed and into her sweat pants and sneakers. Reluctantly she ventured out into the unseasonably chilly weather in search of her missing friend.

The rain blew under the small overhang that ran the length of the motel, stinging her face and exacerbating the cold. She wore only a T-shirt and thought briefly about returning for her sweatshirt. But, just as the thought was settling in her mind, she saw a familiar pair of feet protruding from the stairwell up ahead.

"Hey," she said softly as she turned and saw him sitting alone on the stairs to the upper level of the building.

"Hi," he replied.

"Do you want to talk about it?" she asked.

"Talk about what?" he asked.

"We could start with why you're outside in a motel stairway at 7 o'clock in the morning during a typhoon," she replied.

He shrugged, "I couldn't sleep." His expression was so far away that he seemed to be in another world all together.

"You mind if I sit with you?" she asked.

He shrugged again. "Suit yourself." She sat beside him, huddled against the metal handrail and tucking her knees up close to her.

"I missed you when I woke up," she admitted. He didn't respond. "Ben . . ." she said softly. "Last night . . ."

"Felicity, I'd really rather not talk about it," he interrupted.

"Okay," she replied. He could tell that she was hurt by his dismissal of the subject. They sat side by side in silence for a while, watching the rain that just kept falling harder by the minute. When Felicity started shivering, Ben finally looked over at her.

"You cold?" he asked.

"Yeah, a little," she admitted.

"Here," he said as he shed his black leather jacket and draped it over her shoulders.

"Now you'll be cold," she said.

"I'll be fine," he assured her. She let the matter drop and snuggled into the warmth that the jacket provided. She inhaled deeply . . . it smelled like him. That familiar and intoxicating Ben-scent clung to the fabric like the finest cologne. He surrounded her.

Another long silence ensued as more rain beat down on the motel and swished rapidly through the gutters along the roof. The cold, damp air that hung around them made the day seem more like an early winter storm in New York than a mid-summer downpour in the middle of Denver.

"I'm sorry about how I was last night," Ben said, breaking the silence. She looked at him, still staring at the rain and looking a million light years away.

"Don't be," she replied.

"I shouldn't have . . . well, it's just that . . . I can't let myself lose control that way," he told her. The quality of his voice struck her then. It sounded like he wasn't so much trying to deny his openness with her as he was pleading with her to understand that he could never let it happen again. Control, his one safe vestige, was all he had to hang onto. He couldn't release it.

"I understand," she assured him and with the words she moved closer and placed a hand on his knee. He allowed the contact and wrapped his arm around her shoulder to get closer. Even as he closed off again, she felt him pull her closer. She was gaining entrance into his soul bit by bit as the days wore on.

As they sat curled together in the stairwell. Rain beat an uneven rhythm on the sidewalk in front of them and drowned out all other sounds that might have interrupted that moment. Nothing existed but them and the storm. Suddenly, Felicity remembered why she'd always loved the rain.

* * * * *

The rainstorm in Denver seemed to last forever that day. Felicity and Ben had sat in the stairwell watching the storm for a while. Then, around 8 o'clock that morning, they had finally decided to go back to the room. The thought of driving in that weather, especially in the prized Cadillac that had been entrusted to them, was much too daunting a thought. Instead they decided to wait it out until the rain slowed down a bit.

"Well, looks like we're going to be stuck here for at least a few hours," Felicity commented as she looked out the window at the sheets of water cascading down the panes.

"Yeah, sure seems like it," Ben agreed.

"So, what do you want to do?" she asked.

"Uh . . . we could get some breakfast some place close. I'm getting kind of hungry."

"Me too," she replied. "Well, what sounds good?"

"Doesn't matter. I think I saw an IHOP a few doors down from the motel. You wanna try that?" he asked.

"Sure, sounds good."

A half an hour later they had managed to navigate the almost impassible roads and came running through the doors of the International House of Pancakes. Drenched and laughing hysterically, they slid into an empty booth.

"We're soaked!" Felicity exclaimed through her giggles as she plucked a few napkins from the holder on the table to dry her face.

"Yeah, I think that's safe to say," Ben replied.

"Well, I think we'll have to stay here until it stops. I'm waterlogged enough," she grinned.

"Definitely. I vote we stuff ourselves with pancakes until it slacks off," he told her.

She smiled and nodded. "Agreed."

The waitress came by soon after with menus. They both ordered the pancakes and coffee. Soon they were sipping the coffee to try and warm up as they waited on their food to be prepared.

Ben looked up from his cup just as Felicity released a huge yawn. "Tired?"

"Yeah, a little," she admitted.

"Sorry you didn't get much sleep last night," he replied. She could tell by his sheepish tone that he blamed himself for this. "I'll take the first round of driving today," he offered.

"Don't worry about me. I'll be fine. After living with Meghan for nine months I'm used to never getting any sleep. Do you know she went out almost every night and came home at like 6am every morning? Then, she'd change clothes and leave again and I wouldn't see her until late in the afternoon." Felicity shook her head.

"She was pretty freaky," Ben agreed.

"You know, I'll miss her, though," Felicity admitted. She laughed a little.

"I guess you're living in the dorms again next year?" Ben asked then.

"Yeah, I guess. Actually, I applied to be an RA in the freshmen dorms . . . I could end up at Kelvin again," she mused.

"Really? Well, good luck," he said as he picked up his coffee again.

"Thanks," she smiled. "What about you . . . still going to live with Sean?"

"Yeah," he replied. "Hell, I don't know what I'd do if I left. I'd probably be lost without his insane inventions and get rich quick ideas." They both laughed at that.

"I like Sean . . ." she said. Then, her tone changed a bit and she added, "Julie likes him, too. I think they got to be pretty good friends." She sounded worried about that and it didn't go unnoticed by Ben.

"Sean likes you, too," he assured her. She just nodded, but he saw the insecurity in her expression as she looked down into her coffee cup. Wanting to keep the conversation light, Ben quickly looked for a way to change the subject. "So, where should we head next?" he asked.

"Well, uh, I guess we should take state road 40 out of Denver. That'll take us to Salt Lake City. From there we can get on US80 and take that through Nevada. I was looking at the map and that'll take us straight into San Francisco. We should be home in two days."

Ben nodded. "Yeah, we could do that . . . but, you know, we still have over two weeks to get the "baby" back to California. Are you sure there's nowhere you'd like to stop?" he asked.

"Uh, well . . . I don't know. Did you have any ideas?" she asked.

"Well, we could stay in Salt Lake for a few days," he offered. "You ever been there?"

"Once, on a ski trip in junior high. I broke my ankle," she said. "I spent the whole four days in the main cabin in front of the fire drinking hot chocolate."

"Sounds like a pretty rough trip," he said.

"No, not really. I still had a good time. I just don't remember much about the city or anything since I was inside the whole time."

"Well, it's definitely not ski season right now. I'm not sure what else there is to do in Salt Lake. I've never been there myself," he said.

"I'm sure we can find something to do if you want to go. I don't mind," she assured him.

"No, I don't really care. I just . . . it's a shame to go straight home isn't it? We should do something fun . . . something besides drive."

"We saw some sights in St. Louis," she reminded him.

"Yeah, I nearly scared you to death with my sightseeing there, too," he replied. "Anyway, the sights are not what I'm going to remember about St. Louis," he assured her as he gave her a meaningful look. She grinned as a blush crept up her skin.

"We should go some place we've both always wanted to go," he continued. "Where was it that you had mentioned when we were all at Epstein's that night? Remember, we were talking about the trip and Noel said he wanted to go to that place in Chicago where they filmed 'Close Encounters' and then you suggested somewhere. Where was it?"

"Oh, Yellowstone," she supplied. "I've always wanted to go to Yellowstone."

"I've never been there," he said. "Sounds like fun."

"It's way out of the way, though," she reminded him. "It'll add at least three days to our trip at the very least."

"I don't mind . . . do you?" He looked at her and she shook her head. Of course she didn't mind. She had been secretly hoping they'd be rained in Colorado for a month just so that she could stay cooped up with Ben for a little longer. Now, this was the perfect way to drag out their trip.

They finished their breakfast quickly, both becoming excited with their newfound plans. The prospect of this little detour had made them both hope that the rain stopped soon. Thankfully, it did. By noon, they had checked out and were back on the road with Ben behind the wheel.

"So, I guess we'll take state roads up into Salt Lake City, then we can take US15 into Idaho and another state road will take us right into Yellowstone," Ben said as he pointed out the route on the map.

"Sounds fine," she replied. "But, we can't drive all that way in one day can we?" she asked.

"No . . . I'm thinking we can stay overnight in Salt Lake and then get to Yellowstone sometime tomorrow," he said. She nodded.

He looked over to see her yawn again. "Felicity, why don't you take a nap? You really look beat," he said.

"I'm fine," she assured him as she stifled another yawn.

"You'd be convincing if you could keep your eyes open," he laughed. "Come on, rest a while. I don't mind."

"You didn't get much sleep either," she pointed out. "And you'll be bored driving all this way with me passed out the whole time."

"I'll be fine. Maybe I can find some Rick Springfield on the radio," he winked and she laughed. "Seriously, it's fine, really," he said.

She debated for a moment, then another yawn overtook her and she finally agreed to take a short nap. "Where is the lever on this seat anyway?" she asked as she tried to figure out how to lean it back.

"I'm not really sure, on the side somewhere," he replied. "You can always lay the other way if you want," he offered and looked over quickly to see her reaction.

She glanced up at him. "You mean like . . . oh. Well. Uh, won't you be uncomfortable?" she asked.

Uncomfortable? He couldn't image how she thought that would be the case. The feel of her sleeping in his arms was quickly becoming second nature to him after only a few nights. Now, the very thought of her curled up in his lap made him smile. "No, I'll be fine," he said.

She nodded. Hesitating for a moment, she wondered how to approach this. She'd never actually laid her head in a guy's lap before. And, although this was innocent, mostly, she still felt awkward. The fact that the guy in question made her blood boil just by looking at her wasn't helping matters either.

Ben looked over at her and noticed her uncertainty. He eased the car off the road and into the shoulder and cut the engine.

"What . . . uh, what're you doing?" she asked.

"Come over here," he said, not really answering her question. She moved closer to him. Reaching out, he laid a hand on her shoulder and smiled at her. "There's nothing to be scared of," he assured her.

"I know," she replied, but all the while her mind raced as to what he'd do next. When he leaned towards her she felt sure he was going to kiss her. And he did . . . but only on the cheek. His warm lips pressed against her flesh and she shivered even at that chaste contact. As he pulled back he reached his hand up to smooth back her hair which fell loosely over her shoulders.

"You make me feel . . ." he started, and she wondered what he'd say. She made him feel what? "You make me feel like no one ever has," he finally said. "I feel safe with you, Felicity. I really want you to feel safe with me as well." His grey eyes were soft with a myriad of emotions, not all of which she could name, but every one of which she could feel at that moment.

Her voice cracked as she managed to reply, "I . . . I do. I do feel safe with you."

He nodded, but didn't reply. Instead, he gently pulled her closer and guided her down until her head was resting against his thigh. She instinctively moved back to get closer to him. She was looking up into his eyes as he looked down at her. The look that passed between them said more than she even felt capable of expressing in mere words. She just knew that whatever was being silently communicated between herself and Ben Covington, she hoped it wasn't fleeting. This felt so right . . . she never wanted it to end.

Finally, after it seemed they'd been pulled onto the side of the highway forever, Ben asked, "Comfy?" She nodded. "Ok," he nodded back. He reached his hand up to caress her cheek and she leaned into his touch. "Sleep," he whispered. She nodded again and closed her eyes.

Once Ben pulled the car back onto the road, his right hand returned to her, gently touching her face and hair and arms. It felt so good . . . so perfect. She concentrated on his touch and within minutes she was fast asleep in his arms.

* * * * *

When Felicity woke up, it was already getting dark out. She was still curled up on Ben's lap, his free hand now rested on her hip. He looked down when he felt her stir. Smiling he said, "Hey there gorgeous." She thought she might float into the clouds were it not for his hand holding her close to him. "Sleep well?" he asked.

"Better than I should have," she replied with a shy smile. "Sorry to leave you alone for so long."

He shook his head. "No, don't worry about it. I've never enjoyed a drive so much." She smiled again. Though she didn't want to, she knew she needed to get up. When he felt her rise, he lifted his hand from her hip and helped her up. He didn't let her go far, though; his hand was right back around her waist as soon as she was sitting up, pulling her close to him once more.

"Where are we?" she asked as she settled herself against his side and laid her head on his shoulder.

"Almost to Salt Lake City," he replied.

"You drove the whole way? You really should have woken me up," she said.

"It's okay . . . we made great time," he replied as he rubbed her shoulder affectionately. "So, I'm famished. What do you want to eat?"

"Uh . . . I don't care. You pick," she replied.

"What about pizza? We can order from the room and each get a shower before it gets there," he suggested.

"Sounds fine," she replied. Ben nodded and drove on.

It was just after 8pm when they pulled into the parking lot of the Days Inn that was about 25 miles outside of downtown Salt Lake City. They both went in to reserve the room and waited as the man behind the desk checked to see what was available.

"I've got one with two single beds or one with a queen-sized bed. Which do you prefer?" he asked.

Ben looked to Felicity questioningly. She shrugged, leaving him with the decision. "Um, what's the price difference?" he asked.

"They're both the same," the desk clerk answered. Great, a lot of help he was.

"Well, um, I guess . . ." Ben didn't seem to know what to say. Finally, Felicity stepped in to put him out of his misery.

"We'll take the queen," she told the man behind the counter. He nodded and punched a few buttons on his computer then went to get their room keys.

Ben looked over at her once the man was gone and asked quietly, "You sure?"

"We've shared a bed every night on this trip so far. Why change now?" she told him. "Besides," she added as she stepped closer and took his hand, "I kind of like curling up next to you."

He grinned at that and leaned down to kiss her quickly. It was just about that time that they both heard the desk clerk clear his throat to let them know that he'd returned. They looked up and Ben stepped forward to get the keys. The clerk didn't say anything, but it was obvious by his expression that he had to be wondering why the two of them had even debated the two beds. They obviously didn't need them.

Ben thanked the clerk as he got the keys, then turned to walk out with Felicity by his side. They pulled the car around to their room and each took their bags inside. The burst of cool, crisp air as they opened the hotel room door was a welcome feeling.

"I love cold hotel rooms," Felicity said as she set her suitcase aside and flopped down on the big bed. Ben walked over to join her. They were both lying back on the bed with their feet dangling over the end.

"This reminds me of that day in your dorm," he said.

"Hmm?"

"When I was trying to convince you that we'd be able to keep this trip perfectly platonic," he replied.

"Oh yeah . . . liar," she smirked as she glanced sideways at him.

"Are you sorry?" he asked as he turned to lie on his side. She did the same and they were lying face to face on the bed.

She shook her head slightly and replied, "No, I'm not. Are you?"

"Never," he said as he reached over to take her hand in his.

"I never expected this," she admitted.

"Me either," he said. "But, I did kind of hope for it," he confessed.

"Really?"

"Don't sound so shocked. I . . . I like being with you. I always have," he said.

"I like being with you, too, Ben," she said. He moved closer, bridging the gap between them until it was nonexistent. Ben's lips met hers halfway in a kiss that was very different from the one they'd shared in the hotel lobby earlier. This kiss was hungry, searching, burning . . . Felicity could feel it all the way to her toes.

Ben pulled back from her lips and Felicity actually whimpered just a little at the loss. "We haven't ordered dinner," he reminded her. "And neither of us has showered."

She started to tell him to forget all of that and just keep kissing her, but she knew she shouldn't. They needed to slow down a little before things got out of control. With a sigh, she nodded in agreement and they both got up. Ben put their suitcases on the dresser as Felicity found the nearest Pizza Hut in the phone book. When their large pepperoni and mushroom had been ordered, she hung up the phone.

"Forty-five minutes to an hour," she told him.

"Just enough time for us to get washed up," he said. "You can go first if you want."

She nodded her thanks and went to get her clothes, then disappeared into he bathroom. Ben sat on the bed and lay back against the pillows as he listened to the water turn on and heard her step into the tub and pull the curtain back. What he wouldn't give to be in that shower with her right then. He groaned softly at the thought.

Kissing Felicity was great. He loved doing it; and he didn't want to push her in anyway, but . . . it was definitely not going to last forever. He wasn't so sure how much longer he could sleep alongside her without the two of them taking the next step in their growing relationship. He wanted that. He wanted her . . . bad. He felt sure she wanted him as well. Eventually it would happen, he had no doubt. But, until then, he was pretty sure he'd be making all of his showers cold ones.

* * * * *

Felicity stepped into the steam of the shower and drew the curtain closed behind her. The water was hot but it felt good in the over air-conditioned room. She stood under the warm spray for a moment, eyes closed, off in her own world. God, she wished Ben were in here with her. She'd almost asked if he wanted to join her . . . but that would have been very forward. Felicity had never been one to make the first move with a guy.

Well, unless you count following him across the country and then tracking him down to tell him that she'd changed all of her future plans just to be where he was.

But, that was it.

She had to wonder how Ben had ever managed to see past that and become friends with her. Looking back, it was a pretty Fatal Attraction-esque move on her part. It was kind of surprising that he hadn't called in the men in white coats when she told him about it. Luckily he hadn't, though, and she could now count Ben Covington among her best friends in the world. And, as of late, she could also count him as something more.

Ben was no longer just her friend. He was no longer just the guy she'd had a massive crush on in high school or the guy she'd followed to New York on a whim. He was much more than all that. He was . . . Ben. He was the guy who made her tingle just by looking at her across a room; the guy that could turn a cheesy pop song into the most eloquent love story she'd ever heard. Ben was the guy that she saw herself with for a long time to come. She hoped he saw the same. As much as she hated hurting Noel or Julie, she couldn't fathom the thought of going back to how things were just a few weeks before school had ended. She just wasn't sure she was capable of being 'just friends' with Ben any longer.

Finally realizing how long she'd been standing there daydreaming, Felicity quickly finished her shower. She hoped she hadn't used all of the hot water. Little did she know, Ben wouldn't be needing any.

* * * * *

Ben was just getting out of the shower when the pizza arrived. Felicity paid the delivery guy and set it on the bed. She looked up at Ben as he reentered the room and said, "Chow time."

"Smells great," he commented as he rubbed a fluffy, white towel over his damp hair.

"I really do love that new haircut," Felicity said.

Ben looked over and grinned. He chuckled as he replied, "Thanks."

"Hurry, come eat before it gets cold," she instructed as she patted the spot beside her on the bed.

He obeyed, taking the offered spot as they both grabbed a slice of pizza. "Whatcha watching?" he asked after his first mouthful when he looked up to see what Felicity had found on TV.

"I don't know, I can't find anything," she said as she picked up the remote again and continued flipping channels. She came across an ad station that was playing a local soft-rock station in the background.

"Leave it, we can just listen," Ben said. She nodded and set aside the remote once more. They both returned to their pizza, eating several slices each. When they were both finally stuffed, Ben moved the box aside, setting it on the nightstand.

"That was good," she said, "But now I'm stuffed."

"Same here. I always eat too much pizza." He smiled at her and moved a little closer. The look she saw in his eyes quickly took her mind off of pizza and everything else around them. She knew he wanted the same things she wanted. She just wasn't sure how far they should let their wants go.

A Bryan Adams song was playing in the background as he reached over to play with her hair. Felicity barely heard the words, all she could focus on was the desire in Ben's eyes that he could no longer hide.

"Baby you're all that I want,

When you're lying here in my arms

I'm finding it hard to believe

We're in heaven . . ."

His hands moved slowly through her hair and she sighed at the sensation. "I really am sorry about what happened the other morning, Felicity," he said softly.

"It's forgotten," she assured him. "You don't need to apologize."

"No, I do . . . it wasn't what you said . . . it was . . ." he hesitated and the look in his eyes changed to include not just desire but now a little fear as well. "I was . . . I was scared because . . . well, because when you said that I realized something. I realized that . . . well, that that is how I feel about you, too. I feel myself . . . I feel myself falling in love with you, Felicity," he finally managed to say.

Tears gleamed in her eyes as the last few words of Bryan Adams played from the TV and seemed to echo the scene.

"I've been waiting for so long

For something to arrive

For love to come along

Now our dreams are coming true

Through the good times and the bad

Yeah I'll be standing there by you . . ."

"I've never felt this way before," Ben continued. "And I've never told anyone that . . . well, that." He moved closer to her, drawing his arms around her body until they were pressed snuggly together. "I'm trying not to be afraid of this . . . I don't want to be," he said.

"It's okay to be scared . . . I'm scared, too. I've never felt like this about . . . well, anyone. It's wonderful, but at the same time terrifying because I don't know what happens next," she admitted.

"I could kiss you, that seems like a good next step," he said with a smile. She returned the grin and their lips met in yet another lingering kiss that left them both panting for breath when they parted.

"Felicity, I think we need to talk about . . . well, about where this is going," he said then.

She looked at him as he began playing with her hair again. God, she loved it when he did that. "What do you want to talk about?" she asked.

"Are we . . . well, uh . . . I mean, we've both had sex before. I just . . . I want to know what you want; how far you want to go. I don't want to push you, I just want to know." He was chewing on his lips as he waited for her response. She wondered if he knew how damned sexy that was. Probably not, but she had to look away just to regain her train of thought.

"I uh . . . well, I guess . . . I mean, I want to . . . you know . . . but, are we ready? I mean, this has been going on, what, a week? Not even a week . . . It feels like it's taken us forever to get here, but it also feels like it's all happened in a split second. I'm not sure what comes next, frankly," she said.

"What do you want?" he asked.

"I want . . . I want to be close to you. I want to touch you." She closed her eyes, unable to believe that she was saying these things to a man, but also not wanting to hold back a thing. "I want you to touch me . . . everywhere."

"We can . . . well, I mean, we can have that without actually going all the way. I mean, if you want . . . it's up to you. I just . . . I want to be sure where we stand. I don't want you to think I'm pushing. That's not what this is about at all," he assured her.

"I want to go slow, but not too slow," she said.

"Then you just tell me when we're getting ahead of ourselves, okay? Just tell me to stop and I will, I swear. Okay?" His eyes were that soft grey color again as he looked into her now-open eyes once more. She nodded her reply and he leaned down to kiss her again.

Felicity felt herself fall into the kiss. Ben moved a little to the left, covering her body with his own. He had one hand on her cheek while the other moved softly over her waist and hip. She felt his tongue slide against hers and she moaned into his open mouth. She felt any control she still harbored quickly slip away. She didn't think she could stop this now if she tried; not that she wanted to.

She felt Ben moving away from her mouth, catching his breath and then moving down to kiss his way down the column of her neck. She sucked in a hissing breath as he nipped at her skin. As his mouth worked on her neck, his hands were doing some exploring of their own. He'd moved both of them to her sides and his fingers skimmed steadily back and forth across her hipbones. The sensation was enough to drive her wild all on its own. As his hands traveled higher her heartbeat raced. She wondered for a second if it were possible to have a heart attack from this type of activity. The thought quickly left her mind, though, as his hands finally climbed high enough to reach her breasts.

With Ben's mouth firmly latched to her jugular and his hands feeling her up through the cloth of her T-shirt, Felicity had a hard time thinking about much of anything. She vaguely realized that she was moaning under his ministrations, but he didn't seem to mind. In fact, from what she felt pressed against her upper thigh, he was enjoying the experience as much as she was.

When Ben finally did pull away from her neck, Felicity realized that her eyes had slid closed again. She opened them to see him staring down at her. "Felicity?" he said softly.

"Hmm? Wha . . ." she couldn't seem to form a coherent sentence. Her whole body was humming with arousal and she felt incredibly dizzy, like at any moment she might pass out. She just stared back up at him and hoped he wouldn't decide to stop now. Not now . . .

"Are you . . . is this . . . I mean, this is okay?" he managed to ask. She saw concern in his eyes and fought the urge to laugh at his question. This was definitely okay. The only thing that wouldn't be okay was if he stopped. And, since he was waiting for a response and she was still having difficulty forming a coherent syllable, much less a whole sentence, she did the next best thing. She reached up and grabbed his head and pulled him down to kiss her.

Ben, though a little surprised for a second, didn't need much coaxing to resume their make-out session. They kept kissing as Ben's hands moved further down to the edge of her shirt. As he rubbed over the smooth skin of her belly she sighed against his lips. When his hands finally made their way higher to cover her bare breasts, she groaned. And, when his fingers began to tease her nipples she arched her back so suddenly that she almost knocked them both off of the bed.

"Felicity . . . you . . . you okay? I . . . I didn't . . ." he was breathlessly stumbling over what to say, not able to get much out and really unsure of what to say anyway.

She looked at him, gasping for breath and looking more concerned about her than she'd ever imagined possible, and her heart literally skipped a beat. What shocked her was that, when she looked at him, she saw more than just lust. She expected to see that. His body was currently displaying enough physical evidence to let her know without a doubt that he lusted after her. But, what she didn't expect was the genuine care she saw in his eyes. She was afraid to say it, almost afraid to even think it, but it looked so much like . . . love.

Desperately she wanted to tell him that she felt that, too. She wanted to announce to anyone who would listen that she was in love with Ben Covington, in love like she'd never dreamed possible. Still, she couldn't do that. She would not make the same mistake twice. Already her loose reign on her feelings had made him bolt from her arms once; she was determined not to stage a repeat performance.

"Say something," he whispered as he lay alongside her and brushed her hair back tenderly from her face.

"I . . . I don't know what to say," she admitted. They were lying on their sides now, face to face. His hand still played through her hair and she had her hand resting on his hip. Her left and his right hand where lying between them clasped tightly together.

"Say that . . . say that you feel what I feel," he said softly, so soft she barely even heard him in fact.

She opened her mouth to speak but the look in his eyes managed to take her breath away instantly. He loved her, she was sure of it. But, she still needed him to say it first. Finally, she managed to find her voice. "Tell me," she whispered.

He hesitated, chewing on his bottom lip again as he looked down at their intertwined hands between them. "Felicity . . ." His voice was a whisper now, too. "I . . ."

"Look at me, Ben," she said softly. He obeyed.

He began again, "I . . . Felicity, I love you," he finally managed.

She blinked back her tears as she smiled and whispered back, "I love you, too."

Then, Ben leaned in to kiss her . . . and she was lost again. Her hand that had been on his hip slipped down to rest on the curve of his behind and she could feel the evidence of his arousal pressed firmly against her thigh again. "Mmm . . ." she murmured against his lips.

He pulled back just enough to look into her eyes and she saw him smile so sweetly that it almost made her cry yet again. "This is real . . . this is it," he said in a voice that sounded happier than any she'd ever heard from Ben before.

"It is," she agreed as she kissed his lips again. "It really is."

When she felt his hands on her waist she leaned in closer. His lips found her neck again and she moaned softly as he kissed her there once more. As things began to heat up again, she felt his fingers brush beneath the elastic of her cotton shorts and she lifted her hips immediately, urging him with the movements of her body to continue. He did, still kissing her and moving his hands further down. Finally, when her shorts were around her knees, she kicked them off and onto the floor and opened her eyes to see Ben watching her, waiting.

She knew what his eyes were asking. Was this okay? Should they keep going? She hoped her eyes conveyed to him that she wanted to continue, more than anything. He seemed to get the message. She felt his hands moving on her again and then felt his fingers slip beneath the top of her cotton panties.

"Felicity . . ." Ben said softly.

"Yes, yes Ben . . ." was her reply.

His hand moved lower. As she felt his touch skid lightly across her soft curls she tensed involuntarily, waiting for what she knew would happen next. Then, she felt his fingers probe deeper, entering her gently. As he moved within her, Felicity fought to still the rapid movement of her hips. She leaned forward, directing her attention to the exposed skin of his neck.

Ben moaned as she began to suck gently just where his shoulder met his neck. For someone with very little experience Felicity Porter sure seemed to be a fast learner. As she continued the sweet torture she was subjecting him to, he slowly removed his finger from her and moved his hand up to find that one spot he ached to touch . . .

"Ahhhhhh . . ." she cried out as he found what he was looking for. She'd never, in her limited sexual experience, had an encounter like this with a guy. The things she was feeling as Ben moved his fingers in tiny circles over her flesh were completely new to her. And she never wanted this to end.

It had to though, and she felt the ending near. Her body rocked against his hand as she grew closer and closer to the inevitable. She felt threads of heat spread throughout her body just as a burst of light exploded behind her eyes. She actually had to bite into Ben's shoulder to keep from screaming.

Finally, after the longest and most wonderful thirty seconds of her whole life, Felicity began to come back to earth. Ben had removed his hand from her and was now holding her impossibly close as she recovered from what had just taken place.

"You okay?" he asked as he looked down into her sweat-drenched face. She averted her gaze, suddenly embarrassed by what she knew had been quite a vocal little performance on her part. Ben saw this immediately, though, and tilted her head up to meet his gaze.

"I, uh . . . I've never . . ." she began.

He nodded his head. "I kind of figured that," he said. She blushed and tried to turn away, but he pulled her eyes back to his again. "That was wonderful," he assured her.

She bit her lip and looked at him, searching for confirmation of his words. He certainly seemed sincere; and in his eyes she saw such love . . . she wanted to believe in that if nothing else. Then, a thought occurred to her. "Oh, but you . . . you're . . . I mean, you didn't . . ." she struggled for the proper way to say what she was thinking.

"I'll be fine," he interrupted.

"But Ben--"

"No, don't worry about that now. Sleep," he said.

She wanted to protest, to return the favor, so to speak . . . but her eyes fought against her and refused to remain open. She *was* tired . . . more tired than she had possibly ever been in her entire life. And she did feel very good lying so close in Ben's arms. Maybe just a few quick minutes of sleep couldn't hurt . . .

Within moments she was sound asleep in his arms. Ben, though still not sated in the way that she was, felt completely happy in that moment. For once, no one controlled his feelings but him. Well, save for this wonderful creature curled up against his chest. And he could handle that. She could control his every emotion for the rest of his life as far as he was concerned. As long as she stayed close; he never wanted to let her go.

* * * * *

Felicity woke first the next morning. She found herself in much the same position as she'd been in the night before; Ben's arm wrapped around her, her head on his chest. It would have been a great way to wake up, had it not been for the overwhelming panic that overtook her as soon as she opened her eyes.

She thought back on the previous night and all that had happened . . . and wondered how things could ever be the same after that. Never, she thought, they couldn't. Nothing with she and Ben could ever be as it once was. She'd allowed this to happen . . . and now it was all ruined.

Just as she was contemplating how to get out of Ben's grasp without waking him, she felt his lips on the back of her neck and heard him murmur groggily, "G'morning."

"Morning," she replied uncomfortably.

"You sleep well?" he asked.

"Yes, fine," she said.

"Felicity, what's wrong?" he asked. Apparently he'd woken up enough to catch the strain in her voice and now he wondered just what was wrong with her.

"Nothing . . . I'm fine," she replied, then broke free from his arms and got out of bed. "I'll be right back," she said, and turned to scurry off to the bathroom, shutting the door behind her.

Ben was left alone, wondering what had just happened.

* * * * *

Oh God, Oh God, Oh God, Felicity thought as she looked at her reflection in the mirror. Steam from the shower quickly fogged over the glass and she started pacing the small room. Ohgodohgodohgod, she chanted inwardly. What had she done? What had she allowed to happen the night before? Ben must think . . . hell, she didn't even want to consider what he must think. It couldn't be good, though. He probably had a pretty low opinion of her after the previous evening's events.

She heard him knock on the door and turned back towards the shower. Not now, she thought. I can't do this now.

"Felicity?" he called through the thin wood of the bathroom door. "Felicity, are you okay in there?" he asked.

"Fine," she called back, but even she could tell that she didn't sound fine.

"Can you please come out and talk to me?" he asked.

"I'm . . . I'm about to get in the shower," she replied.

"The water has been on for twenty minutes now . . . come on out. Please . . ."

She struggled against the urge to run over and throw open the door. God, she wished she could stop wanting him so much. Why was it that he always managed to make her want him *so much*?

"I just want to talk . . . please, Felicity." He sounded sincere. And she couldn't hide in the bathroom forever. After all, there were no windows to climb out and it didn't look like Ben would be leaving the door anytime soon. Finally she decided what the hell. She reached in and turned off the water, then went over to unlock the door.

As she slowly pulled open the bathroom door, she saw Ben standing before her, waiting expectantly. She turned quickly and returned to the steam-filled bathroom and sat on the closed lid of the toilet.

Ben stepped into the room and went quickly over to stoop beside her. He placed his hand on her knee and said, "Please tell me what's going on."

"Ben I . . . God, I can't do this," she said as she bent her head forward and buried her face in her hands.

"Do what? What happened? Felicity, talk to me," he said and he pulled her hands gently from her face. She looked close to tears.

"I'm scared, Ben," she whispered.

"Scared of me?" he asked.

She shook her head. "Scared of us. What if . . . what if this doesn't work out. I mean, if we don't end up together . . . can we ever go back to the way things used to be? Can we be friends again after all that has already happened? After all that will probably end up happening before the end of this summer?"

"I . . . I wish I knew, Felicity. I really wish I could say that nothing will ever change, that we will always be friends . . . but I can't promise that. I just don't know. I do know, however, that I meant what I told you. I *do* love you, Felicity." She looked at him then and he nodded as if to confirm his words. "I do."

"I do, too," she replied with a small smile.

"Please don't run from me," he said softly as he knelt forward to kiss her cheek. "I need you." His last words were whispered close to ear, his breath warm against her skin. She reached out and put her arms around his neck in a fierce hug that he gratefully returned.

"I don't understand why you want me," she said quietly as she held him close.

"I don't understand why you don't see the things that I see about you," he replied. "You're so special . . . so wonderful. I can't believe now that it took me so many years to realize it."

She held onto him for a few more minutes, not responding but just wanting to keep him close as though she felt he might vaporize if she dared let him go. Finally, when she pulled back and looked at him again, her eyes were filled with a new worry. "Tell me something . . ." she began. He nodded, urging her to continue. "Do you . . . I mean . . . well, do you feel . . . differently now, I mean, about me? I mean, uh . . . what do you think of me after . . . uh, well, after . . . last night?" she finally managed.

Ben kept his eyes on her the whole time as she stared at her hands and stumbled over the words. It was a question she obviously feared the answer to. He knew what she was afraid he thought. Her fear was that he no longer had respect for her, that what they'd done the night before had somehow changed his overall opinion of her in some way. Of course, she had nothing to fear.

"Felicity," he said in that soft, comforting tone he got sometimes that always made her heart flip in her chest. She looked up into his eyes at the sound. "The only thing that has changed is that I feel even closer to you. I don't think you're easy and I haven't lost one ounce of respect for you. I'm in love with you. How many times do I have to say it before you believe it's true?" He smiled then, cupping her face in one hand and sweeping his thumb affectionately across her cheek.

She returned his smile and leaned into his touch. "I guess . . . I guess old habits die hard," she finally replied. "I'll try to stop over-analyzing everything."

Ben laughed out loud at that. "Good luck!" he replied.

"Hey, watch it buddy!" she retorted with a smile of her own as she playfully punched him in the arm.

"Okay, okay, sorry," he laughed. As his laughter died down, he pulled her closer, standing and bringing her up with him. "I love when you analyze me. It turns me on," he said with a grin as he kissed her lips.

"Mmm, if that's so then how about we do a little analyzing this morning before we leave?" she replied.

"Felicity Porter . . . you little vixen," he chuckled softly.

"There are so many things you don't know about me, Ben Covington," she told him.

"Oh, I hope so. Because I plan to have a lot of fun finding them all out," he said. She grinned and kissed him back. "Care to take this show into the other room so we can get more comfortable?" he asked as they parted.

"Lead the way," she replied. They walked hand in hand back to the bedroom and both sat on the bed.

"Let's try this wake up business again," Ben said. "Lay down." She obeyed. He promptly crawled into bed beside her and wrapped her in his arms. "Now, when you open your eyes from now on," he started, "Kiss me before you run into the bathroom, k?"

Felicity grinned. "Can do."

"Okay, let's practice," he said and leaned down to capture her lips in another kiss.

"Ben," she said between kisses. "We should probably . . . leave . . . soon . . ."

"Practice makes perfect, we need to get this right," he countered and kissed her again.

"Ohhh . . . if we get this any more right I may need you to carry me to the car," she told him as he moved his kisses to her neck.

"Mmm, that could be arranged," he said with a sly grin against her shoulder as he kissed her there as well.

"We should really get ready to . . . ohh God . . . to leave . . . mmm . . . soon . . ." she said, but her words were interrupted every time his lips touched her and she was having a hard time convincing even herself that they needed to leave the bed.

Finally, Ben lifted his head to look at her. "Felicity, do you really want to get to Yellowstone that badly?" he asked.

"Well, we are camping, right? I'm sure we'll find plenty of things to keep us occupied while we're all alone in the great outdoors," she said as she smirked back up at him.

"Ooo, evil, evil woman. That was a dirty trick. Shameless . . . but very effective," he said. "Okay, I'm convinced. Let's get ready and get back on the road then."

Felicity nodded and they both got up. Ben was standing by his suitcase getting dressed when he heard Felicity turn the shower back on. "Haven't you used up all the hot water in there already?" he called. "Besides, we both took showers last night."

She reappeared in the doorway of the bathroom with just a towel wrapped around her. "Actually," she said, "I was thinking I could use a quick shower before we leave. The water has had time to heat back up." He was about to protest when she added, "And I could use some help, you know, someone to wash my back for me?"

Ben's jaw dropped as he stared at her for a moment. "Uh, you want . . . I mean . . . Are you, uh . . . are you sure?" She just nodded her reply, her eyes never leaving his. He nodded, too. "Okay, I'll be right in," he assured her even as he started taking off his T-shirt. When his head was out of the shirt, she'd already disappeared back into the bathroom. Quickly, Ben removed the rest of his clothes, hesitating only for a second before slipping out of his boxers, then walked over to the slightly opened bathroom door. "Felicity?" he called inside as he peeked around the door. The room was empty. She was already in the shower.

"Come on in," she called and he caught just a slight waver in her voice. She wanted to do this, but she was still a little scared. Hell, he was scared himself. Still, nothing could have made him leave the bathroom at that point.

Stepping closer, Ben pulled back the curtain just a little and hesitated for a half second to make sure Felicity could back out if she really wanted to. If she'd told him to leave, even then, he would have. She didn't. He said a silent prayer of thanks to whomever was listening, then stepped fully into the shower.

She stood with her back to him, her naked body under the warm spray of the shower. He couldn't help thinking how amazing she looked. Water glided down the smooth planes of her back and over her perfect little ass . . . he could feel himself responding already and she hadn't even turned around yet.

Finally, she turned her head a little, keeping her attention focused on his eyes. She gave him a smile that, though not forced, still showed the tension that she felt. He moved closer and laid a hand on her shoulder then bent down to press his lips to her other shoulder. She watched him the entire time until he was standing upright again, his body so close she could feel the heat rising off of it.

She stared at him for a few more long moments before he finally saw her nod, then close her eyes as she started to turn and fully face him. He caught her arm, stopping her and her eyes opened again. "Keep them opened," he instructed. She managed another nod and turned the rest of the way until they stood face to face at last. He took a tiny step back to allow him room to look down at her body before him. She gulped, taking a deep breath as she watched him see her, all of her, for the first time.

His eyes scanned down her face to her long, slender neck. A neck he'd come to know very well during the previous two days. The evidence of just how well appeared in two faint red marks along the right side of her neck close to her shoulder. A hint of a smile played at his lips at this sight.

He then moved his gaze further down to her breasts. As his eyes took in the sight he longed to reach out and touch her, but he resisted. His eyes continued their journey, coming next to the flat plane of her stomach. Moving down, his eyes met with the patch of curls between her thighs, then moved all the way down her lean, muscled legs to her perfect little toes, and then retraced their path until he was again staring into the bright green pools of her eyes.

She blushed under his scrutiny but also found it very exciting. She'd kept her eyes on his face the entire time, not daring to look any further down. Then, as he finished his visual assessment, he nodded slightly to her. It was a gesture of encouragement, his way of telling her to follow suit, to look him over in the same way. She hesitated a moment, then made up her mind to do just that.

As her gaze traveled over the taunt muscles of his chest Felicity felt herself flush with excitement again. She chewed on her bottom lip as her eyes dipped lower, over his well-defined stomach, and then to the one part of his anatomy she probably wanted and didn't want to see the most. She'd seen a naked man before . . . just not so up close and personal. And definitely not in this state of arousal. Her eyes shot back up to meet his and she hoped the warm water hid the flush that came into her cheeks. Ben didn't seem to notice.

He stepped forward just a tiny step until they were almost touching. Reaching out, Ben placed his hands on her upper arms and rubbed them gently. He didn't have to say anything; Felicity could see everything that he was thinking though his eyes.

She took a step forward, pressing herself against him and trapping his erection between her stomach and his own. He closed his eyes briefly and stifled a groan. The feel of his hardness against her skin made Felicity suddenly bolder than she'd ever been and she reached between them to touch him.

"Uhhhhh . . . F-Felicity . . ." he moaned. "Y-y-yes-s-s . . ." His eyes had slipped closed again and his head fell back as she touched him. When her movements stilled, however, he looked back up at her. She looked unsure . . . a little afraid even. "What?" he asked.

She dropped her hand from him quickly. "I . . . I've never done this. What if . . ." she stopped.

"If?" he prodded.

"If I do it wrong," she said finally, her cheeks now so red even the hottest shower couldn't have concealed it.

"Mmm, it didn't feel wrong," he said. "It felt so, so good."

She glanced at him for reassurance and was met with a look of raw, open desire that calmed her fears a bit. She nodded slightly, reaching down to him again. Her hand encircled him and he groaned again. She starting moving her fingers over his length, slowly at first as she tested his reaction. His groaning grew louder and her stokes quickened.

"Mmm . . . oh, yeah . . ." he said through clinched teeth as he drew closer and closer to the edge. "That feels . . . uhhh . . . so good . . . mmmm . . ."

His sparsely worded, moan-filled sentences were driving her wild. She'd kind of expected when she invited him to shower with her that they'd end up having sex, but suddenly she knew that wasn't what she most wanted. More than that, she wanted to do to him what he'd done to her the previous night. She wanted to drive him crazy, to watch him succumb completely to her touch. It was a way to sort of level the playing field in a manner of speaking.

Ben's voice grew louder as his control slipped further and further away. She ran her hands quickly up and down as he tried to keep from bucking against her. "Ohhhh . . . close," he warned. "So close . . ."

"It's okay," she said to him and he opened his eyes to meet her gaze. With her eyes she told him to let go, to surrender to her. It was what she wanted, what she needed him to do. It wasn't long before he obeyed.

His hand flew back to slap against the tile wall for balance as he felt himself begin to lose control. Within seconds his orgasm overtook him as Felicity held him still within her grasp. It was over shortly and Ben fell back fully against the wall, completely spent and gasping for breath. Felicity stepped forward to get closer.

"Okay?" she asked, not only asking how he was but also asking how the experience had been. This didn't escape his attention.

He shook his head. "Not okay . . ." he panted. "Wonderful."

She smiled and leaned in to kiss him hard on the lips. He returned the kiss and brought one arm up around her waist. "This trip is turning out better than I ever imagined," he said softly against her mouth.

"Mmm, me too," she replied. "Now, shut up and kiss me." And so he did.

* * * * *

It was at noon, check out time, when Ben and Felicity finally turned in their key at the Days Inn. They were too tired after their shower to get ready and hit the road, so they'd decided to take a quick nap before they left . . . and woke up at 11am.

"Ben, wake up," Felicity said as she shook his arm gently. "Ben . . . come on, it's 11 o'clock already. We've got to get up." She had the sheet pulled up over her chest and tucked under her arms on both sides.

"Huh? What? Humph . . . five more minutes," Ben mumbled into the pillow. He was lying on his stomach with his arm still thrown over her waist. "C'mere, lay back down," he said as he pulled her closer to him.

"Ben, stop!" she cried as she fell forward against his bare back. "We've really got to get up," she repeated.

Opening his eyes, Ben turned his year to look lazily at the woman in bed next to him. He smiled a sleepy smile and replied, "Wouldn't you rather just stay here another day? We could stay in bed all day . . ." he coaxed.

"As tempting as that sounds, no. We need to get back on the road. I want to see Yellowstone and at the rate we're going we'll never make it out of Utah before our three weeks is up." She leaned down and kissed him, causing Ben to turn over onto his back and pull her down on top of him. He lifted his head to get closer to her, both getting into the kiss.

"Mmm, no, we have to get up," she said as she finally pulled away from his mouth.

"Felicity . . ." he whined. "Yellowstone isn't going anywhere," he told her. "Let's just . . . let's stay here. We have, uh, unfinished business," he said as he kissed her again.

Again, she pulled away. "Uh uh, no you don't Benjamin. Up, out of bed," she said as she finally sat up and moved out of his grasp. Ben looked at her and smiled. "What?" she asked as she looked back at his expression.

"The sheet," he said as he gestured to the bed sheet that she still had wrapped around her upper body. Looking down Felicity realized what he meant. The motel not being the highest quality establishment in the country, their sheets were just a little threadbare. Thus, you could see right through them. She gasped and folded her arms over her chest. "Relax Felicity, I've seen it already," he grinned.

"Well, I like to know when I'm giving a free show," she replied.

Ben smirked and sat up beside her. The same sheet she was hiding behind was covering him up to his waist. Pulling close, Ben said, "I'll show you mine if you show me yours."

She giggled. "You're awful, you know that?"

"Mmm, but it's so much more fun that being good, isn't it?" he asked as he bent forward and ran his tongue along her neck. She just sighed under his touch. "We never did get to, uh . . . well, finish our game," he said as he continued down her neck. "Wanna play?" he asked with a smile against her skin.

"Ohhh . . . . mmmm . . . Ben, I'd love to . . . God . . . but, uh . . . ummm . . . we should really get . . . uhhhh . . . um, back on the road."

"You expect me to drive in this condition?" he asked as he sat back up and smiled at her.

She smirked again. "You'll survive."

He reached forward and drew her closer, the sheet she held then falling down around her waist to reveal her bare breasts as he pressed her close to his body. "Seriously, Felicity, I want to be with you . . . really be with you . . . don't you want that, too?" he asked.

She looked up into his eyes and sighed. She did want that . . . so bad. They had yet to actually have sex. After the shower, they'd dried each other off and made their way back to bed, deciding to take a quick nap before leaving. Neither bothered getting dressed, as it seemed silly after what they'd just done in the bathroom. Besides, snuggling up to Ben with nothing between them was probably the best feeling that Felicity could ever remember experiencing. She'd never slept naked in her life; and certainly she'd never been naked with another person. With Eli she'd woken up wearing as many clothes as she'd gone to sleep in. It had always seemed weird to her, the thought of sleeping naked with another person. She'd never seen the appeal. Now, though, she never wanted to fall asleep any other way than skin to skin with Ben Covington.

He was still watching her, waiting for her answer. Finally, she gave him one. "I want to, I really do . . ."

"But?" he prodded.

"But . . . not in a Days Inn somewhere in Utah. I want it to be somewhere special. I want to remember our first time forever and not have to think of threadbare sheets and miniature paper-wrapped soaps. You understand . . . right?" She looked up at him again, hoping to God that he didn't take this the wrong way. It really had nothing to do with him. It was just the wrong place, the wrong setting. She didn't want it to be like this for them, not the first time.

Ben looked at her a moment, then his lips curled into a soft smile. "Yeah, I understand," he whispered as he hugged her close and leaned forward to place a kiss on her hair. "We'll wait," he assured her.

"Thank you," she said softly as she returned his hug. "I promise you won't have to wait long."

"Felicity," he said, "I'd wait for you forever if that's what it took." She smiled again and hugged him tighter.

* * * * *

By 1 o'clock, Ben and Felicity were well out of Salt Lake City and headed up towards Idaho. "We should probably stop for lunch before too long. I don't think we'll find much once we get too far from Salt Lake," Ben said from the passenger's seat as he studied the road map.

"Okay, just tell me where," she said.

"Wherever," he said.

"There's a diner at the next exit. Wanna stop?" she asked.

He shrugged so she nodded and at the sign for the next exit pulled off the highway. They pulled up in front of a white building with blue trim alongside about 6 other cars. "Ready?" Felicity asked as she looked over at him.

He folded the map and nodded. "Yep." Felicity started to get out, but Ben reached over and grabbed her arm to stop her. "Wait, hang on a sec," he said.

"Huh?"

"Have you ever been in a restaurant with a couple who were all over each other, so much that you wanted to tell them yourself to just get a room?"

Felicity smirked as she imagined where this might be going, then replied, "Yes . . ."

Ben grinned slyly at her and asked, "Wanna try it? See if anyone tells us?"

Felicity giggled at his suggestion and shook her head in disbelief as she actually found herself thinking over his offer. Then, against her better judgement, she replied, "Sure, why not?"

Ben smiled at that and they got out of the car and walked to the front of the diner together, hand in hand.

* * * * *

They were seated at a booth in the corner of the nearly empty diner. The waitress, an impossibly thin woman named Darla with teased blonde hair and bright pink lipstick, took their orders and brought their drinks, then left the two alone. They both sat on the same side of the booth, pressed together despite the vast amount of room to spread out.

"I've never done this before," Felicity said as she looked down at her hand pressed tightly into Ben's.

"What's that?" he asked absently.

"Performed such a . . . public display of affection," she said with a shy grin.

He grinned back. "I have."

She looked up and said with a giggle, "Do tell."

"It was at Pete's Grill on Johannsen St. Me and Katie Marcus made out in the back corner booth until the waitress finally told us that if we didn't cut it out she was gonna drag in the hose on us." He laughed at the memory.

Felicity snickered as well. "I never knew that you dated Katie Marcus," she replied.

"Well, I wouldn't say that I dated her," he said. "We just had a little thing going for a while the summer after tenth grade. It didn't last long."

"Are we a thing?" she asked then. The expression on her face wasn't the hurt look he'd expected to accompany such a comment. Instead, it was sincerely honest. She really needed to know, to define this new-fond relationship with Ben Covington; almost as if giving it a name made it that much more real.

He shook his head in response to her question. "No," he said, "we are not a thing. We're . . . more than that."

"How much more?"

"Why? I mean, what makes you ask all these questions? Have I given you a reason to believe that I'm not serious about this?" he asked. He sounded just a little hurt.

"No, of course not," she replied. "It's just . . . well, it's important to me to know where I stand in this. That's all."

He turned sideways, facing her completely then. "Felicity," he said softly as he took both of her hands in his and ran his fingers over her skin reverently. "I . . . this . . . all of this is new to me." He was looking down at her hands as he spoke. She remained silent and listened. "I've never felt this way . . . I've told you that already. I don't know what it is about you, but . . . well, something has me doing things I've never done before. I want things now that I have always swore I'd never let myself want." He looked up into her eyes then, finally, and said, "I want us to be together . . . for more than just this drive home and more than just this summer. I don't want what we have to change, Felicity; not ever."

She was speechless. In the middle of a diner in Nowhere, USA, Ben Covington had just, in a round about way, professed to her his undying devotion. She was completely taken aback and without any words to return to him. So, in lieu of a similar profession of her feelings, Felicity decided to take another route. She leaned forward and kissed him . . . hard.

Ben felt her lips on his almost before he realized what she was doing. Once he did realize, it was too late to stop it. Not that he would have wanted too, though. He arms were wrapped around his neck, her tongue was in his mouth . . . hell, she was practically in his lap. With protest the furthest thing from his mind, Ben let himself fall into the kiss as well.

They were still kissing madly when they hear someone nearby clear their throat. They looked up sheepishly to see Darla, their waitress, holding two plates and smirking at the two of them. "Who had the turkey?" she asked. Felicity turned beet red and Ben couldn't help but laugh.

* * * * *

"Well, that was exactly what we said we were going to do when we went in there," Ben reminded her as they got back into the car. Felicity was still embarrassed about their little incident back in the diner.

"Yeah, but I wasn't serious," she said as she got into the driver's seat and looked over at him.

"Really? You sure seemed serious when you attacked me in there," he replied with a playful grin.

"That's not at all funny," she told him.

He just laughed. "Yes it is." She gave him a steely gaze and he held up his hands in mock surrender. "Look, I'm sorry, okay? I'm sorry you got embarrassed, really. But hey, you'll never have to see those people again, right? And what harm did it really do anyway? It'll be fine, don't worry."

"It's just . . . I don't do things like that, Ben," she said as she looked at the seat between them. He moved closer, filling in the empty space and pulling her into his arms.

"Maybe you just need to do things like that more often," he said as he hugged her. She snorted with laughter. "What?" he asked.

"Nothing . . . I was just imagining what my mother would say if she walked into Pete's Grill and saw me making out with you in the corner booth."

Ben laughed at that. "Oh, that sounds like something I definitely want to try," he said. He hugged her again, then pulled back to kiss her softly. "Just think," he whispered. "This is only the beginning."

* * * * *

It was already dark by the time they made it to Yellowstone. Felicity had insisted on driving most of the way and only a few hours before Ben had convinced her to let him take the wheel. Now, it was well after midnight and she was curled up against him, sound asleep. Ben pulled into a deserted gravel parking lot at a rest area a few miles from the park. It was too late to get into the park tonight so he figured they could just sleep in the car until morning.

As he cut off the engine Felicity awoke. "Where are we?" she asked with a yawn as she sat up and looked around.

"Just a few miles from Yellowstone. I'm just parking here until morning," he explained. She nodded. "Go on back to sleep," he urged. He gestured for her to return her head to his lap but she shook her head.

"Ben, if I lay across the front set then how are you going to sleep?"

"I can sleep just like this," he insisted.

"That doesn't look too comfortable," she replied.

"I'll be fine, don't you worry."

"Well, I'd rather we lay down together. Help me get this seat back?" Ben sighed, but turned to help her. When they had the seat lying back finally, they scooted into the backseat together. Ben sat in one corner with his back halfway against the door and his legs over the lowered front seat and Felicity was snuggled up against him.

"Now, isn't this better?" she asked.

"Umm," he replied into her hair as he held her against him. She looked up and saw that his eyes were closed, his head back as he grew closer to sleep. But she was no longer tired. Her current proximity to him had caused other ideas to take over. She moved her head slightly to the side until her lips made contact with his exposed neck. His eyes snapped open.

"Felicity . . ." he started to say but she shushed him.

"Just be quiet," she instructed as she continued to kiss her way up his neck. She sucked greedily on his flesh and Ben moaned in response to this attention. When she finally made her way up to his mouth he was as eager for this contact as she was. Their lips met and he plundered her mouth with his tongue. It wasn't long before their positions had changed and Ben was making his way down her neck.

"Ohhhh," she cried out as he traveled down, placing kisses over the valley between her breasts. His fingers quickly undid the buttons on her shirt and she lay before him in a lavender, satin bra. His eyes traveled back up to meet hers, seeking permission to continue. The desire in her eyes was all the answer he needed. He deftly unfastened the clasp which, thankfully for him, was in the front. As he peeled back the satin he was quickly lost in the sights he uncovered. Her breasts were perfect. She'd always thought them too small, too round, not nearly the ideal. But, to Ben, he'd never seen anything more lovely.

He ran his hands along the outer swell of her flesh, cupping her from the sides. She moaned and squirmed beneath him, wanting him to move faster, but he continued teasing her mercilessly. His fingers caressed her, skirting her hardened nipples but never quite making the contact she so longed for. She writhed beneath him, making choked, pleading sounds as he continued to evade the places she longed to he touched.

"Ben . . ." she said breathlessly, "please . . ."

He spoke then, his voice a whisper to match hers. "You're so beautiful . . . so perfect," he told her.

"Touch me," she pleaded.

"Where?" he asked, wanting to hear her say it.

"Everywhere," she replied. He lowered his mouth to her breast then, closing his lips over one stiff peak as his tongue circled the hardened flesh. "Ahhh . . ." she cried out. His hand was busy on her other breast as he pinched and pulled gently on her until she was crying out in pleasure. Then, he switched sides and gave the other breast the same treatment. All the while, Felicity ran her hands through his hair and moaned at the contact. She'd never known anything like this before. A whole new world was opening before her tightly closed eyes.

When Ben finally released her flesh from his mouth, she cried out at the loss. He looked up at her as he moved further down her body. When his hands came to the top of her shorts he placed a kiss below her navel and looked at her for consent to continue. She nodded readily.

"Are you sure?" he asked softly, his eyes never leaving hers.

She nodded again and replied, "Yes . . . yes." His fingers easily released the button on her shorts and slowly slide the zipper down an inch at a time, kissing the path of exposed flesh in its wake. When the shorts were completely undone Felicity lifted up a little to help him ease them off of her.

Finally, she lay before him in nothing but a pair of lavender panties that matched her long-forgotten bra. She was watching him, wondering what was going through his mind. When he met her gaze she had no doubts as to what he was thinking. He wanted her. Ben Covington wanted Felicity Porter more than anything else on the planet at that moment and her heart filled at the realization.

He was kissing his way along her thighs, making her squirm yet again. The scent of her arousal permeated the backseat and Ben breathed it in deeply, savoring the heavenly scent. As his fingers played along the edge of her panties it took all his willpower not to rip them off. He wanted to go slow, he wanted to savor this moment. It was yet another first for the two of them and he wanted to treasure it.

When Ben finally began to lower her panties, Felicity had no room for thoughts of modesty. All she could feel was desire and want and an overpowering ache for this man who currently had his head cradled against her thigh. All she wanted was him, forever.

Ben's eyes traveled over the newly exposed sight before him. She was breathtaking, just as she had been in the shower that morning. He moved closer, his lips grazing the flesh at her hairline. His lips traveled lower, kissing his way over her most private sanctum. When he finally moved her legs apart she was holding her breath. One tough of his tongue to her core, though, and she released a cry of pleasure like he'd never heard. Encouraged, he dipped his tongue inside her to taste the sweet nectar waiting there. She tasted of honey and wine, sweet and tangy and absolutely addictive. He moved his tongue against her, flattening it out as he licked his way up to the bundle of nerves awaiting his touch. His fingers replaced his mouth inside of her as he made the first contact with her swollen clitoris.

"Ahhh!!!! Yeaaaa . . . ohhh ggooddd, Bennnnn, ahhh," she cried as he began to circle the tight bundle of flesh with his tongue. Jolts of electricity ran through her body and she arched against him. She felt the pressure building within her as his fingers moved in and out of her in a steady rhythm. She was so close it almost hurt. "Ahh, yeah, there . . . ahhhhh . . ." she cried as he flicked his tongue over her again and again. The pressure within her felt like water quickly rising on a dam, building and building with no end in sight. Finally, one more swipe of his tongue and she felt the dam burst within her. She cried out, nearly screamed, as she was wracked with the most intense orgasm of her life. She contracted around Ben's fingers that still filled her and he watched as the tide rushed over her in wave after wave of pure pleasure.

Finally, when it was over, she lay back exhausted against the seat as Ben extracted his hand from her. He moved up to lie beside her, taking her limp body easily into his embrace and holding her tightly. She breathed heavily against him and burrowed into his warm chest. They stayed that way for a long time as she slowly came back to earth. When she'd gotten her bearings back she eased up a little to look into his eyes. "Wow," she said softly.

He smiled, "Wow, huh?"

"That was . . . wow," she repeated. She pulled up to kiss him. His mouth opened to her and she could taste herself on his tongue. It made her warm with arousal all over again.

"Mmm, I want to do this every day for the rest of my life," he said against her lips.

She smirked. "I'd be willing to agree to that. That and more, in fact."

"Well, I'm hoping we'll experience the more part in some place besides the backseat of a borrowed Cadillac," he said.

"We will, soon," she promised. He nodded and leaned in to kiss her again. When their lips parted she pulled her clothes back on with his help and settled in against him. They slept peacefully in each other's arms as they awaited the coming dawn and another brand new day.

* * * * *

A knock on the car window woke them around 7 o'clock the next morning. They were still lying across the backseat with Felicity curled up to Ben's chest and his arms wrapped tightly around her. He opened his eyes at the sound of the knock and was shocked to see the face of a police officer staring back at him. He instantly jumped up, waking Felicity fully, as he scrambled to unlock the door and open it up.

"Yes officer?" Ben said in a groggy voice as the man stared down at him over the rim of his mirrored sunglasses. "Is there a problem?"

"I was just about to ask you kids that same question," the officer replied.

"Excuse me?" Ben questioned.

"Well, you're sleeping in your car in a private parking lot on state property. Is there a reason?"

"Oh, um, we were, uh, well . . . we were going to Yellowstone. See, we . . . I mean my girlfriend and I . . . we're driving across country . . . from college. Uh, we're going to San Francisco . . . well, first there then Palo Alto. That's where we're from. And uh . . . well, when we got here late last night the park was closed and uh . . ." he kept stammering on as he struggled for something to say to keep them out of trouble. Felicity, in the mean time, had sat up and was just watching the scene unfold before her. She decided it was best she stayed quiet and let Ben do the talking but as she listened to him speak she wondered if that wasn't a bad idea after all.

"Son, it's okay," the officer finally said, stopping Ben's yammering before he went any further. "I understand. You two should just be more careful. This lot if not patrolled at night so it's not the safest place to park."

"Okay sir, thank you sir," Ben replied.

The officer nodded. "Alright then, the park opens in less than an hour so you should be fine. Just wanted to be sure there was no trouble."

"We appreciate that," Felicity said as she finally piped up from alongside Ben. The officer nodded again, smiled in at her politely and turned to leave.

"Jeez . . ." Ben said after he'd closed the door back. He ran his hands through his hair nervously and sighed.

"It's no big deal, we didn't get into any trouble," Felicity said as she scooted back over beside him and looped her arm around his waist.

"Thank goodness," Ben said.

"It's a damn good thing I put my clothes back on after last night, though," Felicity giggled.

"Don't even joke about that," Ben told her.

"Aw, come on," she said with a grin. "You didn't have fun last night?"

He finally turned to look at her and had to return the grin. "Yeah, yeah I did," he admitted.

"Personally I can't wait for a repeat," she said as she leaned in and kissed his lips.

"Mmm, me either," he said softly as their lips parted.

"We have almost forty-five minutes . . ." she said.

"And let the cop come back and catch us? I think not," he replied.

"Where is your sense of adventure?" she asked playfully.

He laughed. "Yeah, like you would really let me . . . well, do that, if there was a chance of the cops catching us in the act. It's broad daylight, you wouldn't do that."

She nodded. "Okay, you're right," she admitted. "But, once we get in the park and find a nice quiet spot . . ." she let her words trail off as she looked at him in a way that made his blood run hot.

"Oh honey, you have yourself a date," he said and leaned in to kiss her again.

This time when they parted, Felicity looked at him quizzically and asked, "Did you mean what you said to him?" Ben looked decidedly confused. "What you told the cop . . . about us?" she prodded.

He shrugged, "Sorry, I have no clue what you're talking about. Refresh my memory?"

It was her turn to shrug, a nervous gesture on her part. She averted her gaze from him and replied, "You called me your . . . um . . ."

"My girlfriend," Ben said, finally remembering his words. "Yeah, I guess I did," he nodded.

"Well?" she asked, looking up in a manner shyer than he was used to seeing from her. Ben had already grown accustomed to her newfound confidence around him.

He leaned over and kissed her again before answering, "Yes, I meant it." She didn't reply, she just smiled and nodded. "If I had my class ring, I'd give it to you," he added with a wink.

She laughed at that. "Can you believe I never went steady in high school? Not once. I used to envy those girls that walked around in their boyfriend's letter jackets."

"I tell you what," he said. "When we get back to Palo Alto I'll climb up in my mom's attic and dig out my jacket for you."

Felicity smiled softly as she snuggled in close to him, his arm wrapped securely around her shoulder. "I don't need that anymore," she said to him. "I have all I need right here."

* * * * *

They got into the park just as they were opening for the day and quickly found the rest area to wash. By a quarter after eight they were back together and sitting in a café together having coffee and bagels.

"You don't eat cream cheese?" Felicity asked casually as she spread the stuff all over her own bagel.

"No, not particularly," he replied.

"What do you eat then?" she asked.

"Uh, I dunno . . . butter, jelly, whatever," he said. Presently he was eating the bagel dry.

She turned her nose up. "Butter? Ugh, no."

He shrugged.

"Well, where are we headed after this?" she asked.

"Uh, there's a trail about a mile from here, I figured we could go check that out, do some hiking, find a campsite . . ."

She smiled. "I like the campsite idea."

"Me too," he said.

"Do you think we are sex fiends?" she asked softly.

He grinned. "What makes you ask that?"

"Well, that's all we've talked about the last two days," she said.

"We've talked about cream cheese versus butter," he pointed out. She laughed. "No," he said, "I think it's normal to talk about it a lot. Especially when you first start . . . well, doing it."

"We haven't actually done it," she pointed out.

"Not yet," he said, leering at her then chuckling slightly.

"I think you are a bad influence on me, Ben Covington," she said.

"I certainly hope so," he replied.

She raised her eyebrows at that, then smiled. She hoped so, too.

* * * * *

By ten o'clock in the morning the tourists at Yellowstone had come out in full force. People seemed to be everywhere on the trails Ben and Felicity were hiking. They were both more than a little disappointed, having hoped to be more secluded than they were.

"It's hot out here," Felicity said as she slowed to a stop along the edge of the trail.

Ben turned and saw her stopped, then asked, "Wanna rest for a minute?" She nodded and they made their way to a large boulder, using it for a makeshift resting spot as they set their gear down on the ground at their feet. Ben had brought along a little camping equipment for the trip, most of which he'd borrowed from Sean.

"It's only been, what, two hours?" Felicity asked as she mopped some of the sweat from her forehead. "I'm already exhausted," she admitted.

Ben moved closer to her, centering himself behind her as he began to rub her shoulders. "We can stop anytime you're ready," he said.

She closed her eyes and lolled her head back as he continued his impromptu massage. "Keep doing that and we won't have a choice. That feels so good . . ."

He smiled and bent his head forward to place a kiss on her neck. "I'm glad," he replied and kept up the rubbing. Within minutes she was practically melting beneath his touch.

"Mmm, you better stop," she finally said reluctantly. "We'd better get back to hiking."

"We don't have to," Ben told her as he leaned in to kiss her neck again.

"Ohhh . . . yes, we do," Felicity finally said. She got to her feet, escaping the heavenly feel of his fingers on her shoulders as she turned to face him. She extended her hand to him and said, "Come on, let's go."

Ben nodded and got up to join her. Then, hand in hand, they continued along the well-trodden path.

* * * * *

The day passed quickly for the two of them. They made their way over the hiking trails together, talking and laughing, learning more about each other than they could have imagined possible. By 7 o'clock, lunch was a distant memory and the mixture of hunger and general fatigue began to take their toll.

"My feet are killing me," Felicity said as she stopped to lean against a tree and bent over to rub one ankle.

"We should find a place to camp for the night," Ben said. She nodded and followed behind him again. They had been hearing water for a while and were trying to locate the small river that was indicated on the map. It seemed like a good place to set up camp.

About fifteen minutes later, the woods began to thin as they approached the edge of the water. "Oh, this is beautiful!" Felicity exclaimed. And it was; the river turned out to be more of a natural spring. It fed off the mountains so the water was ice cold and clear enough to see straight through. It looked to be about four feet deep. The area around it was lush with plant life and surrounded on both sides by hardwood trees that seemed to stretch on forever. Ben and Felicity made their way down an embankment that separated the forest from the water's edge. When they reached the bottom, they found a spot far enough back from the water that dipped into the rocky ledge around them to form sort of a half-circle. They decided this would be a good place to stop for the night.

Ben had spread out their sleeping bags on the rocky ground and they were sitting side by side eating the sandwiches they'd brought along for dinner. "This is nice," Felicity said as she leaned against his side.

"Yeah, peanut-butter and jelly . . . I'm a high-class date, huh?" Ben snickered.

"I happen to like peanut-butter and jelly," she said, "but, that's not what I meant. I mean, it's nice to be here with you, just us, in this place. It's so peaceful and beautiful here . . . I wish we could stay forever," she said.

"Me too," he said as he tightened his arm around her waist. "You know, we seem to finally be alone. I haven't seen or heard anyone for the last hour at least."

"Yeah, I think we're pretty much alone for the night," Felicity said. She looked up at him and smiled slyly, "Does that give you any ideas?"

He smiled back and shook his head. "I really am corrupting you," he commented.

Felicity turned to place a kiss to his neck and replied, "I like it."

"You know, we don't have to do this if you don't want to . . ." he told her, but even as he managed the words she began sucking vigorously on the skin over his collarbone and his head dropped back as his eyes closed.

"Does it feel like I don't want to?" she asked in a whisper against his skin.

"Uh . . . uhh-uhhh . . ." he managed to reply.

"You want to, don't you?" she asked. After the question, she pressed her mouth back to his neck and snaked her hand around in front of him to run her fingers over the hard bulge in his jeans. He gasped as he felt her touch him there and she giggled lightly. "I'll take that as a yes."

He gave up fighting then . . . there was no use in denying that he wanted this as much as she did. So, he reached down and pulled her face up to his and kissed her hard. She tasted like peanut butter and faintly of his own skin and the combination was somehow intoxicating. Their tongues tangled as they kissed hungrily, both greedy for as much of each other as possible.

When they broke the kiss and came up for air, Felicity smiled at him. He reached out and touched her cheek and asked softly, "You're sure you want to do this? I won't get mad if you say no." The last thing he wanted was to stop now, but he also didn't want her to regret anything later. The time was only right if she was completely ready to take this final step.

Felicity reached up and placed her hand over his on her cheek. She clutched his fingers and said with a smile, "I want you . . . I'm sure."

Ben nodded as his heart soared. Every minute he seemed to love her more than the last. It probably should have been overwhelming, but he didn't take the time to stop and consider it. He was just enjoying the ride for the moment.

Felicity's fingers on his shirt drew his attention back to the present. She deftly released the buttons one at a time until the garment slide over his shoulders and fell away. "Lie back," she instructed. He followed her order without question. He wanted to kiss her again . . . to touch her and hold her close to him and make love to her all night . . . but he could sense that she needed to be in control for a while. She needed this to go at her pace and he was willing to let that happen so he laid back and awaited her next move. When she pulled her own shirt over her head he was glad he's let her take the lead. She quickly shimmied out of her jeans and was sitting beside him on the sleeping bag in nothing but her bra and panties. The sun was starting to set behind her and the sky was a backdrop of pink and purple and blue clouds. As far as Ben was concerned, he'd never seen a more beautiful sight.

She bent over him, lying half against his body, and kissed his neck again. He felt her tongue sweep over his skin, leaving a warm trail as she worked her way down to his bare chest. Her hands played along his ribs as her mouth danced across his flesh. When she closed her lips over his nipple he let out a low moan.

"I love the way you taste," she said in a rough whisper. Her words alone sent a jolt through him that ended in his groin. "I want you . . . I want this so much . . ." she was saying. He wasn't sure if she was trying to reassure him or herself but as long as she kept kissing and touching him the way she was he didn't have the mind to care.

She'd moved lower and her tongue dipped into his navel. Feeling her hands on the button of his jeans, he silently hoped she intended on unbuttoning them. He was harder than he'd possibly ever been and the pressure was killing him. He signed in relief when she undid the jeans and slid the restrictive material carefully away. His tented boxers hid nothing and Felicity was very aware that he was enjoying this little seduction. She decided to keep it up.

Although they were outside where technically anyone could have happened by, Ben didn't feel the least bit awkward at his nakedness as Felicity removed the last piece of clothing that separated him from her view. He was finally fully exposed to her as he awaited her next move. It was a move he hadn't been expecting.

As soon as she touched him, he groaned. Her small hand stroked his erection in a painfully slow rhythm. His head was thrown back, his eyes squeezed shut as she continued to fondle him. But, when he felt her warm mouth close over him, his head shot up. He hadn't seen that one coming, no pun intended. He knew that Felicity was inexperienced. It was understandable that a girl with such a short list of sexual partners wouldn't want to perform this particular act just yet. He hadn't even given it a second thought. Now it was all he could think about as her mouth widened to accommodate him.

"Ohhh . . . Felicity . . ." he hissed as she took almost all of him into her mouth. This was unreal. Not only was she giving him a blow job, she was giving him what would definitely be ranked as the best blow job of his life. He'd never suspected her of having an oral fixation, but she must be doing something to cultivate such a talent. She was certainly doing something right. Her tongue flattened against him and she licked her way up his shaft, then back down again. Ben was trying to keep his eyes open to watch her but he was having a difficult time. This was almost too good.

Finally he was unable to stand it. He could feel himself getting close and he didn't want the night to end this way. Reaching down, he pulled her away from him and urged her upwards. She complied, draping her body across his and finding her way back to his awaiting lips. The taste of himself on her tongue was enough to make him dizzy with desire.

"You're wearing too many clothes," Ben said against her mouth.

"Umm . . . you can probably remedy that situation," she replied.

"Definitely," he said with a grin just before they were lost in another deep, searching kiss. He brought his hands between them to unhook her bra and quickly slid it away. Bringing his hands back around, he cupped her breasts in his palms and began to knead her flesh slowly.

"Ahhhh . . ." she cried as his hands rubbed against her hardened nipples. She bent down to kiss him harder and pressed her flesh into his hands. Suddenly he flipped her over, eliciting a surprised gasp from Felicity, then a groan when he replaced his hand on her nipple with his mouth. "Mmm . . ." she moaned as she felt his teeth nip at her tender flesh.

As he suckled her with his mouth, his free hand moved lower over her stomach, coming quickly to the center of her arousal. He brushed his fingers over the cotton panties she still wore and she bucked against him. By the time he snaked his hand under the elastic, he'd also moved his mouth back up to hers. He kissed her, thrusting his tongue into her mouth as he thrust his fingers into her center. She was burning with desire for him and ground herself against his hand as she lost herself in the rough, passionate kisses they were sharing. He added a third finger inside of her and moved his thumb up to rub over her clitoris. She finally had to break their kiss then as she cried out in pleasure. It only took about fifteen seconds of this stimulation before she was coming.

"Oh God . . . oh God . . ." she chanted as she came against his hand that was still inside her. When she'd recovered and opened her eyes again, he removed his fingers from inside her and brought them to his mouth. She groaned as she watched him lick her juices from his hand.

"Now Ben, now . . ." she pleaded. "I want you . . . I want this . . ."

He didn't need anymore coaxing. As she removed her soaked panties, he found his jeans nearby and removed the condom he'd put in the pocket that morning. After quickly putting it on, he positioned himself over her and slowly guided his cock into her body. He was careful, knowing that it would hurt her a little. After all, he was only her second partner ever. He wasn't huge, but he was above average and the last thing he wanted was to cause her any pain.

Felicity clenched her teeth and tried to relax as Ben slowly entered her. It didn't hurt much, she just needed to get used to him for a second. Once she'd had time to adapt, she put her arms around him to pull him closer. "Harder," she whispered, wanting to let him know that she was okay, that he didn't have to be so careful. She wasn't going to break.

Ben followed her lead and finally began to thrust into her. Felicity met him thrust for thrust, setting a rhythm to match their mutual moans. He kissed her neck, suckling her skin as he buried himself inside her again and again. Soon it was obvious to him that he couldn't last much longer. It had been a while since he'd done this and he'd never wanted a girl the way he wanted Felicity. It was all too much for his stamina. But, she wasn't there yet so he tried to hold off his release. He wanted her to come with him.

"Am I hurting you?" he asked as she laid her head back against the sleeping bag and squeezed her eyes shut.

"No . . . it feels . . . so good," she replied. "I'm almost . . . almost . . ." she said in a voice laden with desire.

He knew he was almost there too and he couldn't hold off much longer. Finally, he decided to speed things along. Reaching his hands between them, he found her clit and started rubbing it in time with his thrust. Soon, she was thrashing beneath him.

"Ahh . . . yes . . . yyeeesssss," she hissed. He felt her contractions start and gave one final thrust before letting his orgasm wash over him. He clenched his teeth to keep from crying out as Felicity bite into his shoulder to mask her own cry of release.

Afterwards, he rolled off of her, pulling her against him as he did. She curled up against his chest as he reached around to pull the other sleeping bag over them. Looking down at Felicity, Ben saw that her eyes were closed. He felt the even pattern of her breathing against his chest and he knew that she was asleep. He had to smile at that. "And they say that men are the ones who come and then pass out," he whispered to no one in particular.

His smiled softened as he watched her sleep. She was really just so beautiful. He ran his hands through her hair, brushing the sweaty strands from around her face. His fingers brushed her forehead and he felt tears prick his eyes as he gazed at the luminous creature snuggled in his arms. He wondered how he'd ever gotten so lucky. It was at that moment that he realized how truly happy he was. And it was all because of her. She'd given him the greatest gift he could have ever imagined.

Leaning down to press a kiss atop her hair, Ben whispered, "I love you," and then let sleep carry him away as well.

* * * * *

Midnight had come and gone by the time Ben returned to consciousness again. The far away sound of a wolf howling woke him and his eyes opened slowly. Felicity was still cradled in his arms, her face buried against his chest. He smiled tenderly at the sight of her and ran his hand over her bare back. He stroked her pale, perfect skin reverently as he watched her sleep. She looked peaceful, happy . . . she took his breath away.

He'd been watching her for a good half-hour when her eyes finally opened. She looked up and saw him and said in a groggy voice, "Hey."

"Hey," he replied with a small smile.

"How long have you been up?" she asked.

"I dunno . . . a while," he told her.

"What are you doing?" she asked then.

"Just watching you," he said. He brought his hand up to caress her cheek, running the backs of his fingers over her skin as he stared down at her. "I like watching you sleep," he said softly.

She smiled shyly and turned slightly to press a kiss to his chest. She fell silent after that, lying still against him with her arms wrapped possessively around him. It wasn't until she felt his hand smoothing over her hair that she turned to look at him again.

"No regrets, right?" he questioned softly. The look in his eyes conveyed his hope that her answer would be no, no regrets. But, behind that, she also saw a layer of fear. He was afraid, afraid that things would somehow change after this night. As if they could suddenly revert back to the way things used to be and she could pretend that none of this had ever happened. She reached up to take his hand in hers, lacing their fingers together easily.

"No regrets," she assured him. He smiled in relief.

"Come here," he said softly, urging her up closer to him. She obeyed, drawing herself up until they lay face to face. He kissed her nose and tangled his hand in her long curls. "You make me so happy," he said, his voice a rough whisper against her cheek.

She smiled at that and replied, "I'm glad." She was silent again for a few moments as they held onto each other in the cool moonlight. Then, without lifting her head, she said, "I'd like to change my answer."

Ben was confused. "What was the question?"

"Last week you asked me a question . . . if I'd ever had sex with someone I loved. We each said no. Well, I want to change my answer."

He smiled at her words, wrapping his arms even tighter around her and leaning down to kiss her forehead. "I'd like to change my answer, too," he told her.

"This will always be special . . . I just want you to know that," she told him. "It wasn't my first time, but it's the one I'll hold dear to me forever."

Ben looked down at her and couldn't do anything but stare. Wasn't he the one who was supposed to be assuring her that this had been more than just sex? Shouldn't he have been the one to profess his love and gently soothe away any lingering doubts from her mind? But somehow he wasn't. She was the one taking that role. And that eased his mind, made him feel like this thing between them could only be right.

They shared another kiss, this one sweet and tender but still filled with all the passion that their lovemaking had held. Felicity smiled as their lips parted and bent to rest her head on her lover's shoulder. Ben could feel her breath against his ear, her heart beating in time with him as they lay curled together in an intimate embrace. He closed his eyes and inhaled the scent of her hair as it brushed softly over his cheek. His last thought before falling asleep that night was to wonder how he'd ever managed his life before she came into it. She made him whole . . . and he was never letting her go.

* * * * *

Felicity was the first to wake that next morning. She opened her eyes to the sight of the sun coming up over the trees. When she turned and looked at Ben, still peacefully sleeping beneath her, she was overtaken with a sense of déjà vu. With the early morning sun playing over his hair and his face relaxed in sleep, he looked just as he had that day he'd fallen asleep in Megan's bed after that dorm party.

She thought back to that day, remembering how upset she'd been about her tape being played. She'd locked herself away in her room and cried over a pint of cookie dough ice cream until she'd finally fallen asleep. Then, hours later, she was pulled from her dreamless slumber by a knock on her door. Thinking that maybe Megan had forgotten her key, Felicity got up and went to the door. She'd been surprised to find Ben on the other side.

When he asked if he could stay with her that night Felicity had immediately said yes. She had allowed him in, they'd talked, and finally they had both fallen asleep. It had all been completely innocent. But, that next morning as she studied his sleeping form by the crisp light of dawn, Felicity had had much less innocent thoughts in her head. She remembered thinking how beautiful he was, how his lips were so perfect and she'd longed to kiss him then. But, she hadn't. They didn't have that kind of relationship and she didn't want to ruin the friendship that they had managed to sustain. Now, though, the tables were turned. Things were different in a lot of ways. And, she was free to kiss Ben, she was sure. This knowledge was all she needed to urge her on.

Her first kiss was to his cheek. It was chaste, just a friendly kiss, or at least it could have been interpreted that way if they'd been in a different state of dress. Next she kissed her way across his forehead, running her hands lightly through his hair as she went. The golden strands fell to the side in the wake of her fingers as her lips continued their journey. She kissed his eyelids, his nose, his chin, and then finally, before reaching his lips, she pulled back to look at him one more time. His eyes were barely opened and he was smiling up at her.

"Hey, that's some wake up call. I'll have to be sure and thank the concierge," he teased.

"He's not the one you should be thanking," she replied with a smile just before she lowered her lips to his. This kiss was slow and sensual. His tongue slid against hers as his arms circled her small frame to pull her close.

When they came up for air, Ben said, "I wish I could wake up this way every day."

"Leave your window unlocked. I'll see what I can do," she replied with a smirk and kissed his lips again.

"Mmm, my own personal house burgular. Sounds like fun," he said.

"Oh, it will be. Haven't you figured it out yet, Ben Covington? The fun is just beginning." With that, their lips met again . . . and this time there was no end in sight.

* * * * *

It was nearing lunchtime by the time Felicity and Ben were packed up and on their way back to the car. They'd spent the morning 'communing with nature' so to speak and ended up completely missing breakfast. After a quick stop for some hamburgers at one of the restaurants, they were headed back to the car at last.

"I kind of hate to leave this place," Felicity said as they tossed their backpacks and sleeping bags into the truck and closed the lid.

"Yeah, it's got some good memories now, huh?" Ben agreed.

She nodded. "I'll always remember this trip. I really do love you, you know?"

He nodded then and pulled her close to kiss her and said, "Yeah, I know."

They ended the kiss reluctantly and went to their sides of the car to get in. Ben was driving so as they pulled away Felicity watched out the back window as they the park grounds became further and further away. She smiled sadly. As much as she hated to leave, she was also glad that they were getting closer to home. They'd be back in Palo Alto in two days. Then, finally, they could see how their relationship would work in "real-life". It scared her a little, but she was sure they'd work it out. They just had to.

The drive back to Salt Lake City didn't seem to take as long this time, probably because there wasn't so much as anticipation as there had been for the drive up. They made only one stop for dinner and arrived at a hotel for the night just after dark. Felicity was back behind the wheel by then. She pulled into the motel parking lot and looked over to see Ben fast asleep. She grinned at the sight, then left him to sleep while she went in to get a room. She came back with the keys and gently woke him.

"Huh?" he said, a bit disoriented.

"Time to get up. We're here," she said.

"Here?" he was still half-asleep.

"Salt Lake . . . at the motel," she told him.

"Oh . . . okay . . . he replied groggily and rubbed the sleep from his eyes. "How long have I been asleep anyway?" he asked through a yawn as they took their respective bags from the truck and headed for their room together.

"A couple hours now . . . since just after dinner I guess," she told him.

"Sorry . . . you must have been bored."

"Nah, it was fine. Gave me some time to think," she replied as she unlocked the door and they both walked into the hotel room. It was a carbon copy of every other room they'd stayed at on the trip with one full sized bed and the same familiar, motel furnishings.

"You can't think when I'm awake?" he asked with a smirk.

She set her suitcase on the floor beside his and stepped closer to wrap her arms around his waist. Standing on her tiptoes to kiss the tip of his nose, she replied, "Let's just say . . . you distract me," she smiled.

He bent down to kiss her lips lightly. "You definitely distract me," he murmured. "I'm lucky I remember anything when you're around," he admitted.

"How are we ever going to make this work when school starts back?" she asked.

"I guess we'll just have to develop some willpower," he responded with a grin as he bent to capture her lips again, this time in a much longer kiss.

Their lips parted and she grinned up at him. "Yeah, we seem to have a whole *lot* of that," she giggled.

"Hey, we're on vacation," he protested good-naturedly.

"So, we're really not supposed to be worrying about stuff like this, are we?" she asked, all the while arching her neck to allow him to kiss her there.

"Nope," he mumbled against her skin.

"We're supposed to be enjoying ourselves," she continued.

"Yep," he said as his lips trailed down her flesh and reached the junction of her neck and shoulder.

"Mmm . . ." she moaned. "I think I can handle that," she said, her voice a sigh as he sucked greedily on her sensitive skin.

They moved backwards together slowly until they'd reached the bed, then fell onto it, never leaving one another's arms. Ben continued to kiss her neck and shoulders, his hands meanwhile roaming her body endlessly. "I love your body," he whispered next to her ear. "You're so beautiful . . ." Felicity felt a blush creep into her skin at his words and tightened her arms around him.

His hands continued their journey over her body. As his fingers traced lightly over her ribs, she arched her back towards him and pressed her body to his. She could already feel his arousal pressed hard against her thigh and it made her want him all the more. Their first time had been special, as she'd wanted it to be. It hadn't been in a cheap motel room a mile off the interstate in a bed that would be used by a hundred different people within the year. It had been just the two of them in a beautiful place, together as she now believed they had always been meant to be. But now, that was past them. They'd shared their special moment, and she would always have that to hold onto. It would always remain a wonderful and clear memory just like their first touch, their first kiss. She'd treasure that moment always. Now, though, she wasn't worried about the perfect place or the perfect moment. She just wanted him . . . bad.

"Ben . . ." she said breathlessly on a sigh. She tugged at his hair gently, pulling his lips from her neck until he lifted his face to hers. Their lips met roughly, their kisses hungry and searching. She ran her hands under the front of his shirt, over his chest. He, in turn, found the clasp of her bra and undid it, then moved his hands up to cup her breasts. She moaned into his mouth. "I want you," she said in a voice rough with arousal. "Now."

That was all it took. Before she knew it, her shirt and his had landed in a pile beside the bed and they were both naked from the waist up. Ben moved his fingers to the buttons on her jeans, gently undoing each one and kissing each inch of tender flesh that he revealed. When the pants were finally unfastened completely, he pulled them off and tossed them into he growing heap on the floor. Then, he quickly kicked off his own jeans as well. He bent his head to plant another kiss to her stomach and she squirmed beneath him. She couldn't wait another minute. Pulling him up to her, she pressed her mouth to his fiercely. He took the hint. Soon their underwear had topped off the pile of discarded clothes and they were finally bared to one another completely.

"I'll never want anything more than this," he said softly as he looked down into her eyes. She was taken aback by the love she say reflected in eyes. Her vision blurred with unexpected tears, then she squeezed her eyes shut as their bodies became one. He bent his head to kiss away a tear that had rolled down her cheek and she opened her eyes again. She wanted to say that she loved him, that she would love him forever . . . but it suddenly seemed unnecessary. He knew all of that. She could tell that he knew. Her words would just repeat what her heart had already told him a hundred times over.

She'd expected their second time to be more about lust than anything else, but in many ways it was even more special than the first time had been. She knew for certain now that Ben was in this relationship for more than just sex. He couldn't have faked the look in his eyes as he watched her while they made love. And, the words that he spoke to her of love and forever as they both lay together afterwards could have been nothing but sincere.

Even though he'd slept most of the evening while they drove into Nevada, Ben was still the first to fall asleep. She wasn't upset. She'd fallen asleep on him the first time, so it was only fair in some respects. Besides, she enjoyed watching his face when he slept. He looked truly peaceful, like nothing could ever be wrong in his life. She liked to think of him that way . . . as completely perfect.

It wasn't true, of course. She knew that Ben's life was no more perfect than anyone else's. In some cases, his was the least perfect she knew of. Still, she wanted his life to be wonderful. She wanted no harm to ever come to him. In her mind, he didn't deserve a single moment of pain. And, she made a vow to herself to make sure that she tried to eliminate as much of his pain as possible.

She looked down at him, lying beside her on the bed, his face turned towards her, completely relaxed in sleep. She was lying alongside him with her face turned towards him as well. One of his arms was snaked around her back, holding her close, and his other hand rested softly on her hip. She was pressed against his body snuggly and their legs were tangled together. She loved being so close to him. She loved that he trusted her enough to let her watch him this way, to let down his guard and finally let her see him in his most vulnerable state. It was perhaps the truest profession of his feelings that he could have offered.

When her eyes finally closed that night, she felt more content than she could ever remember. Lying there, listening to the beat of their hearts and feeling the even pattern of his breathing against her skin, she'd never been more happy than she was at that moment. And love was finally hers.

* * * * *

Their day began early that next morning. They'd woken up just after dawn, both seeming to open their eyes at the same moment. Felicity realized that morning that making love to the first rays of sunlight peeking over the horizon was one of her favorite activities. Then again, making love to Ben at any time of day ranked amongst her favorite things to do.

By the time they'd showered and dressed and checked out of the motel, it was about 9 o'clock in the morning. Instead of stopping for breakfast, they had decided to grab something from a local drive-thru and eat in the car so that they could go ahead and get on the road.

"I can't believe that we'll finally be back in Palo Alto by tonight," Felicity said as she pulled a chicken biscuit out of the fast food bag in her lap.

"Me either," Ben replied as he munched on his steak biscuit.

"I can't believe you're eating grape jelly on that," she said, turning up her nose at the thought of such a combination.

He smiled as he gave her a quick glance, then turned back to the road. "It's good, you should give it a try."

"No, thanks," she replied. "So, I called my mom while you were in the shower. I told her I'd probably be back home tonight."

"Probably?" he asked questioningly.

"Well, I figured I should give myself an out in case we happen to get side-tracked along the way," she said playfully.

He smirked. "I think we could arrange that, Miss Porter."

"Get your mind out of the gutter," she laughed.

"Just trying to keep yours company," he replied. She just laughed.

They drove on for a few more minutes. When she looked back up at him, she giggled. "Come here, you have jelly on your chin," she said. She took a napkin from the bag and reached up to wipe his face.

"Thanks," he replied with a smirk.

"You're going to be a sticky mess the way you're eating that thing," she commented. He just smirked again. Moving closer, she whispered, "Let me help you out, messy boy."

He swallowed the last bite of his biscuit slowly and held his breath as she moved closer, wondering what she planned to do. Whatever it was, he hoped he could keep his concentration somewhat focused on driving. Otherwise they might be in trouble.

She moved closer, pressing her body into the side of his. He struggled to keep his eyes on the road as her tongue touched his skin where the jelly had been. She savored the sweet taste mingled with the agonizingly familiar taste of him. It took all she had to pull away, knowing that if this went any further he'd have trouble staying on his side of the road. "Got it," she said in a low voice that sent a jolt through his body.

"Uh, thanks," he replied, hoping his voice hadn't sounded quite as squeaky to her as it had to his own ears.

She settled in beside him then. His arm went around her shoulders almost immediately and she snuggled up against him. "I'm going to miss this when we get home," she said in a somewhat melancholy tone of voice.

"Just because our trip is ending doesn't mean that everything else is," he reminded her.

"I know, but . . . well, it won't be the same as it has been. Everything will change when we get back to the real world. It's just bound to be different."

He nodded. She was right, nothing would ever be quite like this trip had been. In just two short weeks, he had discovered something so remarkable that he couldn't even believe it still. He, Ben Covington, king of the casual relationship, had actually fallen in love. It was truly amazing. And, this trip was the reason for it in a lot of ways. He doubted they would have ever reached this place together if she'd flown back to Palo Alto alone.

"I know what you mean, I do," he said. "But just remember, there is one thing that won't change no matter what happens." She looked up at him and his eyes left the empty highway for a moment to stare down tenderly at the woman in his arms. "I'll always love you."

She wanted to cry and to laugh and to repeat the words as tenderly as he just had. But, she couldn't make herself do anything but nod. He would understand, that much she was sure of. She loved him and he loved her. And everything else would work itself out eventually.

* * * * *

"I think it's this next one," Ben said as they made their way through one of the most affluent neighborhoods in San Francisco. They were trying to follow the directions they'd been given by the guy who owned the car they'd driven across the country. They'd called him when they reached the city and been given specific directions on how to get to his home.

"Here it is, 82 Blanchard," Ben announced.

Felicity pulled to a stop in front of the large, white house with blue shutters. She cut the engine and looked at her hands gripping the steering wheel. "Well, this is it," she said softly.

"It's sad to see this car go, huh?" Ben said, echoing her own thoughts. She nodded. "They'd have a fit if they knew we'd had sex in it," he whispered with a smirk.

Her head shot up. "We did not have sex in it," she replied.

He shrugged. "Well, close enough."

"True," she smiled. "I feel like we got to know each other in this car. Giving it back is like giving up just a little piece of that," she admitted. "I know that sounds silly . . ."

"No, not at all," Ben assured her. "It doesn't sound silly. I feel the same way, actually. It's sad . . . but, the good news is that we get to keep the most important thing to come from this trip."

She looked at him again. "What's that?" she asked.

"Each other," he said as he scooted closer and pulled her into his arms.

"You're turning into such a sap," she said, but smiled against his shoulder.

"I know, just look what you've done to me," he teased. They sat with their arms around each other for a little longer, just holding on. Finally, Felicity pulled back.

"Let's get it over with," she said. He nodded in agreement and they both got out. Approaching the door, they held hands as they rang the bell. A woman answered.

"May I help you?" she asked the young couple on her doorstep.

"We brought the car," Ben said.

"Oh, let me get Tom," she said politely. She turned and went back inside the house. A moment later the man they'd met in New York appeared at the door.

"Well, I see that you two found the place okay," he said with a smile.

"Yes sir," Ben replied.

"I hope you had a good trip?"

"Yes, we did, thank you," Felicity said with a tight smile that she suppressed from the huge grin she felt like giving.

"Well, let's go take a look," the man said as he walked out onto the porch. The three of them made their way down to the car. He spent a few minutes looking over it inside and out. They'd gone through a car wash when they got back into town and vacuumed out the floors so the car actually looked pretty good. "Did you have any trouble with it?" he asked.

"No sir, not at all," Ben told him.

"That's good to hear," he replied. "Well," he finally turned back to the two of them. "I must say, you've taken very good care of her for me, thank you," he smiled.

"It was our pleasure," Ben assured him.

The man pulled out some bills from his pocket. "Here you are," he said as he handed the money to Ben. "Just as we arranged." Ben counted quickly and nodded before putting the money in his pocket. "Thank you, sir."

The man nodded. "And, since you took such good care of the car, here's an extra hundred to get you home. I've called you a cab to take you to the bus station, or wherever. That should cover everything," he said.

"That's very kind," Felicity said.

"It's my pleasure young lady." The cab pulled up to the curb behind them and the man turned around. "Well, that's it, then. Let me help you with your bags," he offered.

After they'd loaded the bags into the truck of the cab, the man extended his hand. Felicity shook it, then Ben. "It's been a pleasure doing business with you," he smiled.

"You too, sir," Ben said.

"You two kids enjoy your summer," he said.

"Oh, we will," Ben assured him. "Thanks." And, with that, he got into the cab beside Felicity . . . and headed home.

* * * * *

The bus station was crowded as they walked in with their bags in hand. "The ticket counter is over this way," Felicity said as she steered them in the right direction. Ben nodded and followed.

As they waited in line, he set down his bags and put his arms around her waist from behind, leaning around to kiss her neck, then resting his head on her shoulder. "I can't believe that when I wake up tomorrow morning you won't be asleep beside me," he said softly.

"I know, I'll miss that," she said.

"Well, it won't be too much longer before we're back at school. Then we can start spending our nights together again," he told her with a smile as he kissed her neck again.

"I hope so," she said.

"I know so," he replied. "Don't think you're getting away from now," he grinned.

"I love you," she whispered as she covered his hands over her stomach with her own.

"Me too," he whispered back as he lifted his head and kissed her temple. The line moved and they stepped closer.

"You know, we have more than enough money for these tickets. We could go some place else. How about, uh . . . Canada? I've never been there," she grinned.

"Now, you know your mother would never forgive me if you don't get home safely," Ben replied with a smile.

"She still remembers you, you know. "When I told her that I was driving back to Palo Alto with Ben, she started on about how she had thought you were so nice when she met you at the school that day," Felicity said, then added, "And, she thinks you're cute, too, but you didn't hear that from me. She'd kill me."

Ben grinned. "My lips are sealed," he promised.

They were next in line, so Felicity turned to the cashier. "Two for Palo Alto," she said. The woman took her money and handed her two tickets. Felicity turned back to Ben. "Here we go," she said.

"Let's get this show on the road," he said, and the two of them headed off for their waiting bus.

* * * * *

"Are you sure you're comfortable?" Felicity asked as she looked over at her travel companion. The seats didn't have very much room between them and the ones in front of them and his legs looked a little cramped.

"Nah, I'm fine," he assured her. "The trip won't be too long anyway."

She nodded, but still hate that he couldn't have a more pleasant trip. "C'mere, turn around," she instructed. He obeyed, turning to face away from her and towards the aisle. She started rubbing his shoulders and his eyes closed as a smile spread across his lips.

"Did I mention that I love you?" he asked with a grin.

"Yes, but you can never say it enough," she teased. Her fingers worked his tense muscles until his body was relaxed, then he turned back to her.

"Mmm, you are the best girlfriend," he told her as he pulled her close for a kiss.

She smiled when their lips parted. She loved when he called her his girlfriend. It made this whole fairytale seem that much more real.

"So, what are we going to do when we get back to Palo Alto?" she asked.

"Well, it's just, what? Four? We should be home within half an hour. What do you think?"

"I can call my mom from the bus station and have her come and get us. Then we can hang out at my house if you want," she offered. "Or, I can drive you home from there."

"Okay, that'll work. Let's just wait til we get to your house to decide," he suggested. She nodded. His arm was around her shoulder and she tilted her head to the side to lean against him.

"It really doesn't seem like it's only been two weeks since we were in New York," she commented.

"Yeah . . . it seems like a lifetime ago," he agreed. "So much has changed."

"For the better, though, right?" she asked.

He smiled and said, "Definitely for the better."

* * * * *

"Mom!" Felicity cried as her mother got out of the car in front of the bus station. Her mother came around and hugged her tightly.

"Oh sweetheart, I'm so glad you're finally home," she said happily.

Felicity pulled back from the embrace and reached behind her to take Ben's hand. Pulling him forward, she said, "Mom, you remember Ben?"

"Yes, of course," Mrs. Porter smiled. "It's good to see you again, Ben."

"You too, ma'am," he replied.

"Well, I bet you two are exhausted from all that driving. Let's get this stuff loaded into the car and get home." They nodded and put their bags in the back, then got in the car, Felicity in front and Ben in the backseat. "So, Ben, should I drop you at home on the way or . . .?"

"He's coming over to our house for a while," Felicity said.

"If that's okay . . .?" Ben added unsurely.

"Of course, that's fine," Mrs. Porter said with a smile. She turned to Felicity. "I'm just sorry your father is out of town this week at that medical conference. I know he can't wait to see you."

"Yeah, I've missed him," Felicity said.

"Well, here we are," Mrs. Porter said as they pulled into the driveway. They all got out and retrieved the bags from the trunk then carried them inside. Felicity was pouring she and Ben a glass of tea in the kitchen when the phone rang. Her mother answered and spoke quietly for a moment, then hung up with a frown.

"Something wrong, Mom?" Felicity asked as she sipped her iced tea.

"Oh honey, I'm sorry to have to do this, but I have to go. Mrs. Needleman is in the hospital again and I promised to go up today for a visit. It completely slipped my mind."

"That's okay, I understand," Felicity assured her.

"I hate running off when you just got home," her mother said.

"It's fine, really. I'm kind of tired anyway," she said.

"Okay, well we have to go all the way to the other side of town so it'll probably be after dinner when I get back." She pulled twenty dollars from her purse. "Why don't you order a pizza or something for you and Ben. Dad's keys are hanging by the garage door so you can use his car to drive him home later."

"Thanks Mom," Felicity said as she kissed her mother on the cheek.

"Okay, I'll see you both later," Mrs. Porter said as she collected her things to leave. Felicity and Ben both called their goodbyes to her as she hurried out the door.

When her mother had pulled out of the driveway, Felicity walked over and wrapped her arms around Ben's waist. "Alone at least," she purred as she reached up to kiss him slowly.

"Mmm . . . I can't believe your mom just left us here alone for hours," he said.

Felicity shrugged. "She trusts me."

"Too much," Ben smirked as he kissed her again.

Felicity smiled back. "And aren't you glad of that," she said.

"Oh, definitely," he replied.

"Wanna go up to my room?" she asked.

"After you," he replied and let her lead the way.

* * * * *

"I've never done this before," Felicity said between kisses.

Ben sat back and smiled. "Remember who you're talking to here?"

"No, not that," she giggled. "I mean, I've never had a boy in my room before. I feel so . . . bad," she said.

He smirked. "Feels great, doesn't it?"

She had to smile as she replied, "Yeah, it really does."

He bent down to kiss her again. They were sitting together on her bed and had been making out for a good twenty minutes. "Are you sure you want to do this? I mean, you're mom could come back . . ." Ben said as he trailed kisses over her neck and shoulder and down her arm.

She arched her back and sighed, replying, "She won't come back."

"She'd hate me if she found out what we were doing," he said as he pulled her shirt over her head.

"No, she wouldn't," she replied while she worked on the buttons to his shirt. He shrugged it off and they each kicked off their shoes. "My dad would hate you," she said, while her fingers found the button to his black Levis. "But he's supposed to hate any guy that dates me."

Ben smirked. "Well," he replied as he kicked off his jeans, "We just won't tell your dad about this, now, will we?" They fell back onto the bed together and he pulled her closer to him for a long kiss.

"No," she said softly, "We definitely won't."

Ben's hands moved over her body, traveling down to the button of the jeans she still wore. "Let me help you with those," he whispered roughly. She nodded, then watched him unbutton her pants and pull them off. Her eyes were half closed, feeling heavy as she became more and more aroused.

He tossed her jeans to the floor and knelt at the edge of the bed, kissing the bottoms of her feet. His lips then traveled up to her toes, surrounding one and sucking gently before releasing it as she moaned softly. He moved further back onto the bed as he kissed his way over her calves, stopping momentarily at her knees, then continuing up her thighs. He could hear her panting as he moved inch by inch closer to the place that she desperately wanted him. She groaned as he began moving back down the bed, retracing his path until her was against crouched at the foot of the bed.

"Ben," she moaned. "Uhhh, God . . ."

He smiled slightly as he watched her struggling to keep her eyes open, then heard her tiny squeal of surprise as he grabbed her ankles and pulled her halfway down the bed. Once she was there in front of him, he could no longer resist temptation for another second. Hooking his fingers in her panties, he quickly lowered them and tossed them to the side, then began kissing her inner thigh. She wriggled beneath him, nearly going insane as he teased her mercilessly.

"Oh God . . . please . . ." she begged. Deciding she'd had enough, he obeyed. The first taste of her on his tongue was so wonderful, like the very first time they'd done this. He knew he'd never get tired of this. He licked and kissed her, moving slowly towards the swollen bundle of nerves that awaited his touch. When he made contact, she cried out. "God! Yes!"

His fingers delved inside of her, feeling her contract around him. He couldn't stand to wait a second longer. Pulling free of his boxers, he stood and grabbed his jeans to retrieve a condom from his wallet. When he returned to her, she was barely recovered from her orgasm and watching him closely as her chest heaved in her struggle for breath. He sunk in to her slowly, moaning as her body welcomed him.

"You feel so good," he told her and she could only moan in response as his increased his pace. With every thrust he heard her gasp and her head moved from side to side as her face twisted in desire.

"Yeah . . ." she gasped. "Mmm . . ."

He could feel her release quickly approaching and sped his movements to follow her over the edge. Light burst behind his eyes as her body contracted around him, and he soon collapsed on the bed beside her. He pulled her close, their bodies wound together in a sweat-drenched tangle as they each struggled to catch their breath.

"That was . . . fantastic," Felicity managed to say.

"Mmm, yeah," he replied in agreement.

"Tell me it will always be just like this . . . you and me, always," she said.

He bent his head to kiss her forehead and said softly, "It'll always be exactly like this . . . you and me . . . forever." She smiled and closed her eyes, his promise the last thing she heard before she was lost in sleep.

* * * * *

THE END

End Note: I'd like to thank everyone who has read this story and sent me such wonderful feedback on it. I'd have never made it to the end without all of you so thank you so much!!! ~ Courtney

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