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Written January 4th-7th, 2001.

By Emily

Edited by: Madelaine

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George held Julianna in his arms.

"Jules, it's okay. Ron didn't deserve you." George says. Julianna cries into his shoulder.

"I just..we've....we were going out..for like..7 years...I...I know that......I mean...I don't really love him anymore...I don't...I just...It's hard." Julianna says, hiccuping. He rubs her back reassuringly.

"Everything will turn out okay. You'll get used to being alone, like I did. Or...even better, you'll find someone new, who will love you forever and who you'll love with your whole heart." George says. Julianna nods, bringing her head up from his shoulder, and wiping her eyes off. She smiles, slightly embarrassed. She looks at his gray t-shirt, where the shoulder is soaked.

"Sorry." She murmurs. He smiles and wipes her face gently with his fingers.

"It's okay. Don't apologize for needing a shoulder to cry on." He says.

"Thank you." She whispers. He smiles.

"No problem Jules. What are best friends for?" He asks. She smiles and hugs him quickly.

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It's about two months since Ron and Julianna had broken up.

Julianna and George are in Julianna's trailer at work. Julianna is sitting on the couch, beside George.

"You were wrong." She says. He turns to her, confused.

"About what?" He asks.

"You said a couple of months ago....that I would get used to being alone...or find someone new. I haven't really gotten used to being alone. And I sure as hell haven't found someone else." She says.

"You could have someone, if you wanted." He says, concentrating on her.

"What?" She asks. He meets her gaze, with a strong, confident one of his own.

"You don't have to be alone. You've got options. You just don't see them." He says. Her eyes flicker away from his, confused at what she had seen in his eyes.

"George...." She says, her voice unsteady.

"Open your eyes, you would see what could be, Jules..What I see." He says.

"I...." She says. He smiles softly, patting her hand gently.

"It's okay. I know." He says. He stands then and smiles at her. She looks up at him, meeting his eyes with hers, seeing the confidence in them. And for the first time...the love. Her stomach flipped and she had never been so scared her whole life. He nodded slightly and turned, leaving her trailer.

"What the hell?" She whispered to herself. What the hell had just happened there?

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The cast of ER was having a party at Noah's house for his birthday, the next day. George was sitting in the corner, by himself, drinking a beer. Julianna walked over and sat beside him. He looked at her as she sat beside him silently for a few minutes.

"Earth to Jules." George says. She looks at him and smiles slightly, before turning away. He gives her a confused, concerned glance. She sees him watching her.

"Why do you want to change everything?" She asks. He shakes his head.

"Jules..I've stood by you, since you've been on the show. I've been your best friend...I've watched you with Ron. But now..he's out of the picture. And I know what I want. I'm selfish..I want more." He says.

"George...I..can't...I.." She says, not knowing what to do. She was confused...and scared. Scared of his feelings.

"I'm serious. I've watched and waited. I've been jealous and desperate. Do you know how much I hated seeing you with Ron? Why are you so afraid of this?" He asks. She looks at him, her eyes meeting his briefly before looking away.

"It would ruin everything." She whispers.

"Ruin what?" He asks.

"I..the job..the..the press would go nuts..I...can't.." She says.

"I don't care about all of that. It's not the most important thing. I'm not as young as I used to be, and I'm damn tired of waiting to be with someone. I tried to find someone else, but you can't change your heart." He says. She sighs.

"George." She whispers hoarsely. He shakes his head.

"Jules..don't. I just want you to think about it. Sleep on it. But I'm not giving up this easily." George says. He stands then and walks away. She sighs and leans back against the couch, closing her eyes slightly.

"God damn him." She whispers slightly.

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"Hey Jules." George says, walking up to her at work. She stiffens. He smiles.

"Whoa, calm down. I won't bite." He says. She lets out a small sigh. He chuckles lightly. He talks to her about work for a little while, until he can't stand it any longer. He can see the apprehension in her eyes, feel it seeping through her pores.

"Why are you so scared by this?" George asks. Her body freezes, not prepared for the turn in the conversation. She sighs, putting her hand on her forehead.

"Why do you keep pressuring me to talk about this?" She asks. He shakes his head slightly.

"I'm not pressuring you into doing anything you don't want to do. I just want to know why it would be so bad. We're practically already a couple, except the physical aspect." George says. Her body freezes once again. He reaches out, taking her shoulders into his big, warm hands. She looks down, not meeting his gaze. "Why are you so afraid?" He asks.

"I don't know." She whispers softly.

"You should at least give it a try.....don't kick it until you try it." George says, smiling slightly. She sighs and looks up at him, before stepping out of his grasp.

"Why do you want to change everything? Why can't things just stay the way they are?" She asks.

"Because I want more. When I look at you, I don't see just my friend. I see...my lover. The one I want to be with. I see you and me as more than friends. In bed." George says. Her eyes widen slightly. He smiles and shakes his head. "I don't understand why you're so scared of this. Of me. Of my feelings." George says.

"I need....space. I need time." Julianna says. He nods his head.

"Fine. I'll give it to you. But I won't wait forever. I'm not getting any younger, Julianna." He says. Then he walks off, his hands in his pockets. She sighs and bites her lip.

"Why am I so scared?" She asks herself softly.

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The next day Julianna walks into work, sunglasses covering her eyes.

"Jules, what's with the glasses?" Noah asks, smiling. She slips them off, exposing her red-rimmed eyes. She bites her lip softly.

"Noah, do you know where George is?" Julianna asks, her eyes filling with fresh tears.

"Jules...you okay?" He asks. She shakes her head.

"Umm.." She says, her voice shaky. "Is George..here?" She asks, trying to compose herself. George looks up from his spot across the room, hearing his name and seeing her trembling. He immediately jumps up and rushes to her side.

"Jules, you okay?" He asks. She shakes her head, moving towards him. He takes her arms into his hands, bending down slightly, looking into her eyes.

"Daddy..." She whispers softly.

"What?" He asks.

"He's dead." She says. George's eyes widen.

"Your father died?" He asks. She nods, tears spilling over her cheeks.

"Oh God, Jules." He says, pulling her into his arms. She buries her face into his shoulder and tries to control her emotions, even though she knows she won't last long in George's arms. He rubs her back gently. "What happened?" He asks quietly.

"Heart attack." She murmurs so quietly, he has to strain to hear. She starts sobbing. His arms tighten around her and Noah and Tony look at them.

"Can you give us a minute?" He murmurs softly to the two men. They nod and stand there for a few extra seconds, staring at the twosome, before they exit the room. Julianna lifts her head away from George's shoulder, sniffling and hiccuping. "Are you okay?" He asks softly.

"No." She says, smiling quickly. "But I'll be fine." She says, stepping away from him a little ways.

"Do you need me to do anything?" He asks. She looks down, fiddling with her shirt.

"I was sort of...wondering if you would go to the calling hours with me." Julianna says, looking up. He smiles.

"Of course I'll go. If you need me to be there, I'll be there." He says.

"No one should bother you...I mean..they all know that I am friends with you..and..if you don't want to go..you don't have to...." Julianna says, rambling. He touches her lips with his fingers.

"Shh. I'll go." His hand drops. "They'll have to get used to me being there." George says, smiling. She smiles back softly and tears fill her eyes again.

"I didn't even get to say good bye..or tell him I love him." She says.

"I'm sure he knew." George says. She nods, sniffing. A single tear slips down her cheek and before she can wipe it away, his finger reaches up, catching it. His thumb rubs the small river of water away from her cheek. He smiles softly. "C'mere." He says, holding out his arms to her. She moves into his embrace and lays her head on his shoulder. She settles into his warm, safe embrace, trying to block out all her thoughts.

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"You ready?" George asks, outside the funeral home. She nods.

"Mmm. Yeah. Let's go." She says quietly. He smiles and places his hand on her back, leading her into the funeral home. They hang up their coats and walk into the area where her family is. Her sisters, her mother, and her step-father are standing around her father's casket.

"Mom." Julianna whispers, coming up behind them. Her family turns around. Julianna moves foreward, her back losing contact with George's hand.

"Jules." Her sisters whisper. Julianna, smiles weakly and begins crying as she embraces her sisters. Her sisters start to cry even more now that all three of them are together. The girl's mother joins them, trying to comfort them all. Rick, Julianna's step-father, smiles at George, then reaches over, shaking his hand. George smiles slightly.

"Hello Rick." George says to the tall, gray-haired man. George had met Julianna's parents and sisters before, at one of her parties.

"George." He murmurs. Julianna steps up to the casket, looking in. She wipes her eyes and smiles softly.

"Hi Daddy." She whispers. George watches her carefully. She touches her fathers hand, slightly. George kisses Alexandra, Rachel, and Francesca's cheeks, hugging them each briefly. When he is finished, he walks up to the casket beside Julianna as other people spill into the funeral home. He places a hand on her waist, looking down at Paul Margulies, before looking up at Julianna. She smiles slightly at him, tears in her eyes, as she clutches to the handkerchief in her hand. He smiles at her and she shuffles a bit closer to him, looking down at her father again.

George stayed close to Julianna the whole afternoon, making sure he was just an arm's length away from her, in case she needs him. Every now and then she looks up, catching his eye and waiting for his reassuring smiles. Without him there, she doesn't know what she would do.

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Julianna and George were going to stay at Julianna's mom's house until the funeral the next day. George had insisted that he come to the funeral along with the calling hours. Julianna was relieved. She had wanted him to come, but didn't want to ask him. He must have read her mind, because he told her he would go.

George was driving Julianna's car, following Rachel to her mom's house. Julianna was sitting quietly, staring out the window, her mind back in time. George looked over at her and saw her chin quivering. He looked at the road but put the arm rest up between them.

"C'mere." He says quietly, tugging on her arm. She scoots over and lays her head on his shoulder, crying. She hadn't cried much at the funeral home, she had held out. But now..she couldn't hold the tears in any longer and she sobbed as he wrapped his arm around her waist, holding her to his side. He kept his eyes on the road, but he wished he could focus completely on her.

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Later that night, George laid on the air mattress on the floor beside a bed. Julianna was laying in the bed, staring at the ceiling. She shifted slightly and George listened to her moving around. They had turned out the lights an hour ago, but neither of them had yet to fall asleep. Julianna sighed and sat up in the bed. She looked down to find George staring up at her. He smiles slightly at her. She smiles weakly.

"Why aren't you asleep?" He asks.

"I can't stop thinking." She replies softly. He nods and shifts his weight, moving onto his knees. He props his elbows up on the side of the bed, looking up at her.

"Want to talk about it?" He asks. She smiles and nods her head. She scoots over a little bit and pats the place beside her on the bed. He crawls up onto it and sits, leaning against the headboard, his legs crossed at the ankles in front of him. She lays on her side, her head propped up on her elbow.

"I remember when I was little," She starts softly, a smile on her face, "my Dad would always tell my sisters that he was going to go get some gas for his car, or go buy something small at the store and he was going to take me with him. They were older then I was, and enjoyed being home alone. He would go do what he said he was going to do, but he would always sneak me to the ice cream place and we would share hot fudge sundaes or banana splits..or whatever else we had a craving for. Then he would take me home and we would pretend that we hadn't done anything, but he would always smile at me, like we shared some big secret." Julianna says. George smiles softly as they share stories of the happy times in their childhoods, deep into the night.

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George pulled Julianna aside the next morning. They were outside, the day warm and fresh, as they walked towards the area where her father's burial would take place.

"You okay?" George asks, tugging her back towards him. She smiles at him and nods.

"Yes. Thank you, George." She says. He smiles.

"No problem." He says. She nods and turns, staying by his side as they walk ahead.

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When the services had ended, Julianna turned to George and let him hug her. He kissed her cheek gently and smiled reassuringly at her as she turned and walked toward her sisters. George stood back, talking to Rick, as he kept his eye on Julianna.

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When George and Julianna returned to Los Angeles, Julianna began to panic. She realized that she had relied on him quite a lot during the past week, and that she had liked it. She had enjoyed letting him take care of her. When he was with her family, she had taken notice how they had accepted him easily, making him comfortable. This had delighted her at first.

Until now. She couldn't be falling for George. She knew she was already gone, but she didn't want to give in. He was her best friend, for God's sake. She couldn't let this happen, no matter how much her heart told her go for it. Her mind wouldn't give in. She wouldn't give in. And she didn't even know why.

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The buzzer rang at Julianna's apartment. She sighed from her position on the couch. She muted the TV and looked at the clock. 9:12 p.m. Who the hell? She wonders. She stands up and walks over to the buzzer. She presses a button and leans towards the speaker.

"Hello?" She asks.

"Jules, it's George. Can I come up?" He asks. She sighs deeply.

"It's late." Julianna says.

"It's not even 9:30 yet." George says. She sighs again.

"Come on." She says. She walks over to the door, unlocking it and then walking back to the couch, flopping down and turning the sound back on. Within seconds her door opens. She looks up and smiles weakly at him before he comes in. He kicks his shoes off and shrugs his coat off, hanging it up beside hers on the coat rack beside the door. He moves towards the couch, sitting down beside her.

"Hey." He says.

"What's up, George?" She asks, turning to look at him. He shrugs.

"Can't I just come hang out?" He asks.

"At a quarter after 9?" She asks, her eyebrows raising.

"What?" He says. His face breaks out into a grin. "Sheesh. You're bull-headed. I just wanted to see if you were alright. You haven't really spoken to me since we've come back from New York. Is there anything you want to talk about?" He asks. She shakes her head.

"No, George, I'm fine." She says. He nods.

"You're doing okay?" He asks. She sighs.

"George..I'm okay. I'm fine." She says, slightly annoyed. He hangs his head.

"Why are you pushing me away?" He asks quietly. She sighs and sinks lower into the couch.

"I'm sorry. I just....." She says, not really knowing why. She was afraid of letting him in...letting him love her. She knew if she let him treat her as his best friend, like normal, she would still not be able to resist him. So she pushed him away. He looks up at her, meeting her gaze with his own, intense one. His eyes bore into hers, making her body melt. He reads her openly.

"Why are you so afraid?" He asks. She jumps up from the couch.

"George...I'm tired. You should..you should go now. I'm going to go to bed." She says. He stands and she looks at him for a few seconds before she turns and walks down the hall, towards her bedroom. He stands, watching her, before making up his mind.

He walks down the hall, following her into the bedroom. He stands in the doorway. She is standing beside her bed, facing away from the door, her face in her hands. He sees her trembling, shaking. He realizes she is crying.

"Jules." He says softly. She gasps and whips around. Her hands wiping her face frantically.

"George, what are you doing?" She asks. He moves towards her, taking her face into his hands and wiping her tears with his fingers.

"What's wrong? Why are you crying?" He asks. She shakes her head, her chin quivering again. She can't be this close to him. She tries to pull out of his embrace but he won't let her. "Let me in. Don't push me away from you." George says. A half sigh, half sob escapes from her mouth. He rubs his thumbs across her cheeks, gazing over her. "Jules.." He whispers. She moves towards him and lays her chin on his shoulder. She wraps her arms around his neck. He wraps his arms around her waist, trying to keep his balance.

"I'm sorry." She whispers. "I'm so sorry." She says.

"Shh. Shh. Don't be." He murmurs. Being in his arms feels so right. She doesn't know what makes her change her mind. But for a brief second she forgets what her head says and follows her heart. She turns her face into his neck and on an impulse, she kisses his neck gently. He is surprised, but he doesn't move, afraid if he moves, she will panic. She brings her face up and looks into his eyes.

"George." She murmurs, quietly. Her face is just millimeters from his. He can feel her breath on his face, her chest rising rapidly. Their eyes half closed, gazing at each other. "Please." She whispers. He quickly presses his lips into hers, determined not to let her back down now. She closes her eyes, letting him kiss her. It's like heaven. Her arm moves up, letting her hand cradle the back of his head. She pushes him closer to her, not knowing she is doing it. He notices it, though. He can barely contain his smile. Their kiss breaks off. She leans her forehead against his, breathing deeply, her eyes closed. He watches her.

"Julianna..will you let me love you?" He asks. Her eyes open, widening slightly, as the reality of the situation creeps up on her. He sees the hesitation and not wanting to lose her, he presses his lips into hers again, catching her off guard. Although she was hesitant to answer him, she immediately relaxes into the kiss. He pulls away, his hands on her hips.

"Jules. Let me show you what it could be like." He whispers, waiting. "Say yes." He murmurs. She nods.

"Yes." She says, so quietly he can barely hear her. His hands travel up her sides, and he reaches out, his thumbs rubbing her nipples through her t-shirt. She closes her eyes and arches into him. He smiles and bends his neck, letting his lips caress her collar bone. Her curls fall over his face and she sighs softly. He smiles and presses his body into hers, pushing her towards the bed. She is lost by now. She doesn't fight him when he lays her back on the bed.

They fight each other out of their clothes, their touches desperate and passionate. Kisses everywhere. Hands, touching. Shivers. Soft moans. Sweet words, words of praise coming from him. Sweat, friction. Oblivion.

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"Was that so bad?" George asks, cradling a drowsy Julianna to his chest.

"I guess not." She whispers. He chuckles softly, stroking her hair.

"Hmm...are you going to push me away every time you see me?" He asks.

"You won't let me." She whispers, sleepily. He smiles.

"Damn right I won't. Especially not now." He says. She brings her fingers up to his lips.

"Shh. Sleep time." She murmurs, her eyes not opening. He chuckles and kisses her fingers. She lets her fingers linger there before she moves her hand away, balling it into a fist and laying it on his shoulder. He kisses her forehead gently.

"Sweet dreams, Jules." He murmurs, but she is already asleep.

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I got this idea from a book. I know this may not be all that realistic, but I just wanted to have George be in love with her....and tell her. And I wanted her to be scared of his feelings...be confused, so I know I may not have really went by their real lives very much.

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