Author's Note: This chapter takes place between episodes one (21) and two (Ourselves Alone) of Season Two. The conspiracy is showing itself with Nucky's arrest, and when Clara runs to Richard in the aftermath of her father's arrest THINGS HAPPEN.

There's a soft knock at his door. He sits straight up in bed, his heart pounding against his chest. Jimmy was going to New York. No one else should be knocking at his door-his landlady is in Florida until March. Richard retrieves his Colt 1903 from the bottom shelf of the bedside table and immediately feels some of the anxiety dissipate as his fingers wrap around the base of the gun.

"Richard, it's me. Are you home?" Clara's voice calls from the other side of the door.

"Mmm. Mmm. One minute," he scratches out, the fear of why Clara is standing outside of his door late at night making him frantic with worry. He knows there's going to be no happy reason she's there. He puts on the mask he took off, according to his watch, a few hours ago. It's almost one in the morning.

He opens the door, half expecting that someone is holding her there at gunpoint, but it's only Clara clutching a small bag. Her coat is unbuttoned, her hat isn't straight, and her hair is falling from its pins. She looks like she's trying to hide that she's upset, but the redness in her eyes shows she's been crying. He flashes back to her face when he picked her up off the sidewalk on Pacific Avenue. She doesn't look as terrified as she did after the d'Allessios kidnapping attempt, but something is wrong. He reaches around her to shut the door.

"I had to leave the Ritz," she says softly. Clara looks over at the bed and can tell he's been asleep; the bed is mussed and his healthy cheek is warm and flushed looking. She's seen him sleeping enough to know it's because he always sleeps on that side.

The only other men she's seen in their undershirts are her father and Jimmy, who both wear the new knitted sleeveless kind. She always thinks of Richard's sleeved shirts with buttons as old fashioned and intriguing, like they are a tangible difference between Richard and every other man in her life. Tonight he's wearing one, and is barefoot wearing what she presumes are his pajama pants. His hair hangs on either side of his face and she pushes down the urge to touch it. She shifts her weight from foot to foot, adrenaline still coursing through her system, coupled with anxiety, and the biting flame of something else now that she's standing in Richard's room.

"Clara. What. Happened." He's still trying to grapple with the idea that she's standing in his room.

"I was writing in my room when I heard a commotion. It was about seven o'clock? All of a sudden two men burst into my room with their guns out. They, they were New Jersey State Police. They made me stand against the wall..."

Cold fury started to rise in Richard's chest. The Commodore's plan. He stops her, because he needs to move around to burn off the nervous energy building in his limbs and because he's overcome with the urge to do something for her. "Mmm, it's not good to wear. Your coat indoors," he says before helping her take it off. He then stands in his room awkwardly, realizing there's no good place to put it. He finally hangs it in his closet, where it looks odd hanging with his clothing.

"Is it all right if I sit down, or do you need me to leave? I know I woke you up." Clara asks, still standing in the middle of the room. She's taken her hat off, and is spinning it in her hands.

"No," he pulls up the covers on his bed. "Sit down." He stands awkwardly until Clara looks at him confusedly, so he sits next to her. They both have their backs against the wall with their legs hanging off the side of the bed.

"They made Eddie and I sit on the sofa in the living room until my father came, and then they put handcuffs on him and took him out..." Clara's voice breaks a little. The image of her father being helpless and under the control of other people had thrown her badly. "They asked me questions for hours. They started bringing things out of my room, asking me about the Stratemeyer Syndicate, the people I write books for?

" Then they destroyed my room. They cut the mattress, they threw all my papers on the floor, they took most of them. I'm supposed to turn in my next book in two weeks."

He rubs his thumb across the top of her hand. Jimmy, at one point, thought he could dethrone Nucky with no collateral damage. Richard knew there was always collateral damage. He just didn't want it to be Clara.

"They told me I could leave if I somewhere to go, and all I could think is that this is a nightmare, so I came to you."

He finally makes eye contact with her.

It's difficult sometimes to see Clara, because then he misses her so much more when she's not around. He lay awake for nights after they returned from New York, thinking about how Clara felt laying on the sofa next to him.

The whole time he worked as her guard Jimmy kept apologizing, saying better days were coming. Most days, now that better days are here, he'd like to revisit the old ones. Knowing he would see her every day, hearing her talk about what she was writing, or what she was thinking made him feel less alone. It showed him a different world. He never knew people could have such passionate feelings about five and dime stores until the day Clara spent an hour explaining all the reasons why Woolworth's was superior to Newberry's.

Yesterday, or the day before, when he woke up thinking about the feel of her against his arm and it felt like actual physical pain not to have her near him. He hadn't actually hadn't seen her in almost two weeks, not since he left her the morning after the party. Watching the daily domesticity of Angela and Jimmy made the idea of ever again waking up and knowing he was going to get to start the day by seeing Clara seem like a fantasy.

He knew that simple things like kissing her casually when he walked by her, or even eating breakfast with her were just daydreams better suited to his scrapbooks than reality. Seeing Angela smooth Jimmy's hair as she set breakfast down proved too much. He asked Jimmy what that was like, to have everything, but Jimmy hadn't understood.

Richard was beginning to doubt that Jimmy understood how to appreciate anything he had.

He looks down at Clara's hand under his. He also didn't understand why Clara seemed to seek him out. Gillian Darmody's words had played in his mind like a record scratch since the night of the ball.

When he starts talking, he doesn't lookup. "Why? Are you. My friend."

Clara twists so that she's looking directly at him, but doesn't move her hand from his. "Richard. How could I not be the friend of the person who took me in when I was scared in Chicago, treats my writing seriously, was the only person who cared if I loved my fiancé, kept me sane when I was stuck at Margaret's, saved my life, helped me when I was injured, held my hand when I was scared, protected me when I left Darcy, still teases me about my uneven pluckiness, was the only person who knew I wanted typewriter, tried to teach me to ice skate, got drunk with me in New York, picked Tommy up a hundred times at the Automat without complaint, was ready to fight Charlie Luciano for me, came to that awful party, brought me punch, danced with me...you are kind, and polite, and one of the very few people in my life who likes me just for me and not because of my father."

Now Clara looks down at their hands. "I don't go around holding hands with my friends. I don't climb on the sofa with random people because they are having nightmares. I don't show up at the home of acquaintances when I'm scared and my life is crashing down around me."

Richard swallows several times. He knows her well enough to know she's telling the truth. He also knows that no matter how much she considers him a friend, part of her finds him repulsive. They sit silently for awhile, and then he feels the bed shift under them as Clara moves closer to him and leans her head on his shoulder.

"Tell me something about you as a boy," Clara said, trying to get him to talk.

He leans back against the wall and closes his eye. "Mmm. I liked stars. I knew. All the constellations. So I was very. Excited. About Haley's Comet. In 1910." He feels her nod against his arm. "I went outside. Every night. My father was angry. Mmm. But my mother insisted they. Let me. Emma said. It was silly."

"You never talk about your parents."

He let his head fall against hers and felt her fingers press tighter against his in response. "My mother, mmm, she was younger. Than my father. She'd been. A teacher. She was from. Milwaukee." His mouth pulled, and it took him a second to continue. "She died. Mmm. After I was injured. But before I got. Back."

"The flu?" she asked quietly. She can suddenly feel the fabric of the mask she wore throughout the winter of 18-19 as every decision her bosses made caused the disease to spread further.

Richard nods. "Mmm. I was glad. She didn't. See me like. This."

Clara tightens her grip on his hand as she lifts her head. "Richard, she was your mother. She would have cared that you hurt, but not...about the rest of it."

He swallows, several times, before he reaches over her to the thermos on the bedside table. His mouth is unbearably dry. Clara sits back and looks away, and he turns, takes the mask off, and drinks from the thermos. To late, he realizes he doesn't have a handkerchief. He tries to wipe the escaping water with his hand. Damn it, he thinks. He feels Clara's hand on his shoulder, and then feels something pressing into his hand.

He uses Clara's handkerchief to mop up his mess. He stands up, still turned away from her. He's upset enough that he forgets the mask is laying on the bed. "No one. Wants to see. This. Mmm. Children cry. People. Turn away. I can't. Drink. Or eat. Or do anything. Normally. The mask. Is hot. And is horrible. It makes me. A monster. But without it. It's even. Worse. They should have. Let me die. No one can be glad. I survived."

"I am," Clara says as she stands up. "I'm glad you survived."

Richard closes his eye. "I'm glad. I was there. To save you."

"Yes, but that's not why I'm glad. I'm just...glad you are here," Clara clears her throat, and stares off into the distance, trying to gather her nerve. "I'm happier on the days I see you than on the days I don't."

Richard shakes his head. "Mmm. We are friends. But you're nice. You pretend. It doesn't repulse. You. When it does."

"You are the only person who thinks I'm that nice. I am confused, though. Why do you think it repulses me?" She puts pressure on his arm but he refuses to turn around.

It takes him a moment to answer her. "The morning. I scared. Mmm. Emily Schroeder."

"You think you repulsed me? Oh, Richard, no. No." Clara takes a deep breath and steels herself. Time for pluckiness, she thinks. She slides around him, until she's between him and the desk. He's looking down, but she reaches for his hands.

"You were. Telling me. It was going. Mmm. To be. Okay. And then. Your face. Changed."

Clara felt the heat flood her face. She closed her eyes. "No. Now I'm very concerned about my facial expressions, though," Clara looked up and tried to smile to cover the awkwardness. "Richard, I...I looked like that because I was thinking about kissing you. The only thing that stopped me was my father calling me upstairs."

He looks at her quickly, and then down again. He feels her fingertips against his jaw and she pushes gently to make him look up at her.

"I think about kissing you. A lot. Do you think about kissing me?"

Richard's eye darted around her face, and she could see his pulse quicken in his throat. Her heart was beating so quickly she thought he could probably hear it.

The silence goes a moment to long and Clara wonders if she'll actually die of shame if he doesn't soon answer.

"Yes," he said finally, but looks at her like he doesn't actually believe she's asked the question.

Clara leans up to him, feeling the stubble of his beard and the hairs in his mustache against her skin before her lips brush against his.

The pounding of her heart grows even stronger at the same time as it felt as though her knees were growing weaker. The kiss started hesitantly, their shyness and the suddenness of this long delayed moment making them awkward. Slowly, though, they fell into a rhythm punctuated by gasps and sudden thrills of feeling as they sank into each other.

Mostly Clara felt the overwhelm of her senses. He tasted like toothpaste, he smelled clean and warm from soap and sleep, and the softness of his mouth against hers was contrasted by the mild abrasiveness of his stubble rubbing against the flesh of her face. When she let her eyelids flutter open she could even see him. One of his hands trailed up her back, making it arch with every movement and causing her to gasp into his mouth. His other hand curled around hers, and it felt both the same and different from the other times he had taken her hand. It felt like she was starting to get an answer to a question she first thought of all the way back on that summer day in Chicago.

It had to be a dream, Richard thought. At any moment he expected to wake up and find himself alone in his bed while Clara slept blocks away in her bed at the Ritz. He kept opening his eye to look at her to make sure she was really there. The absolute way she was there was almost dizzying. He had been close enough to her to know she usually smelled like the orange scented soap she liked, but now that was all he could smell. The warmth of her breath against his face when they stopped long enough to take ragged half breaths felt like an invitation he hadn't known he was waiting for. Her mouth tasted vaguely like butterscotch, making him think she was probably eating penny candy while she wrote before the police destroyed her night.

At first, he feared she would turn away when the ruined corner of his mouth touched hers, but the hand twining in the back of his hair and the press of her body against his slowly made him more confident. When he trailed his hand down her back and heard her gasp his name and go rigid in response he was emboldened to lift her to sit on top of his desk. She moved her hands up to his head, and he could feel the light scrape of her nails against his scalp as she ran her hands through his hair. He put his hands on either side of her face, his thumbs rubbing back and forth against her face as their mouths melted together again.

Clara was surprised by the boldness of Richard lifting her into the desk. Her thoughts were spinning down into a chorus of more, more, more, and closer, closer, closer as the kiss went deeper than any she had known before and she lost all conception of time.

Finally, they pulled apart enough to actually breathe, and because both were beginning to be aware that if they didn't stop there was a chance they wouldn't be able to stop. The room was filled with the sound of their breathing.

"Oh my goodness,"Clara said breathlessly.