Author's Note: Charloe AU (the Blackout never happened). This fic takes us from their first meeting when she is just three, to when they become a couple when she is an adult. It all started because I was tired of hearing the tired anti-charloe gripe about their age difference. This is my way to show it's not sleazy or weird. You would definitely call this one a 'slow burn'. Ha Ha

T rating for language and some sexy stuff. Nothing major. If you are familiar with my other fics, this one will be way tame. probably five chaps total. Please review.

Prologue 2007

Miles and Monroe are cruising the streets around the town where they are stationed, looking for girls or a drink or a fight or maybe all of the above. They are young and invincible. The future is bright.

"Hey Bass, I forgot to tell you."

"What?" Monroe replies with a grin, taking a swig from the whiskey bottle he has tucked into a small brown bag.

"I'm an uncle!" Miles is shaking his head, "Can you believe that shit? Ben and Rachel had a little girl." Miles is smiling proudly.

"Well congratulations brother." Bass is genuinely happy for his friend. This is great news.

"Here, take the wheel." Bass reaches for it while Miles searches in a pocket for something. Finally he holds out a small picture. The image is of a beautiful baby girl. She has chubby cheeks and bright blue eyes. Her hair is a mass of white blond curls.

Monroe's heart melts. "Wow Miles, your niece is beautiful. What's her name?"

Her name is Charlotte, and since you're my 'brother', she'll be yours too. We'll be Uncle Miles and Uncle Bass. He's grinning at his oldest friend. This is a good moment.

"Uncle Bass, huh?" Monroe smiles back, "Yeah I'd be okay with that."

Matheson Reunion 2010

His earliest memory of her is from the first time he traveled to Chicago with Miles for the Matheson family reunion. Bass hadn't wanted to go. He was sure he'd be nothing more than a third wheel, but Miles had badgered him about it for weeks. Other than Miles' brother Ben, Bass didn't really know the Matheson family all that well. His old friend has assured him he'd fit right in, and in the end Bass relented and went. It had been a hard year for him. He didn't really talk much about it, but he was still mourning the deaths of his parents and baby sisters in a tragic car accident only months before.

Miles had been his best friend since childhood, and so this was probably as close to 'family' as he would ever be again.

When they meet, Bass is twenty-eight years old. Charlotte is three.

They arrive at the brownstone just a few minutes early. Miles is using the big window in the front door to check his reflection, smoothing out his hair. Bass shakes his head. Miles is usually a slob when not in uniform and why he cares about his hair now is a mystery. The door opens and the air is filled with squeals of "UncaMiley! UncaMiley!"

Bass watches, amused, as a blond haired blue eyed angel grabs his best friend around the neck and covers his face with little girl kisses. Miles raises her high in the air and the little pixie is looking down at him with sheer adoration, squealing with joy. "Missed you UncaMiley!" she says with a big grin.

Miles responds with a bear hug and lots of tickles. The little girl is giggling and bouncing in his arms, clearly excited at her uncle's arrival. She sees the stranger behind her uncle, and she furrows her tiny brow, "Who'zat UncaMiley?"

"That's Uncle Bass," Miles offers.

The little girl looks at Bass with big blue eyes. She just stares at him for a moment and then smiles at her brand new uncle. "Hi UncaBass, where's my present?"

Just then, a beautiful blond woman walks into the foyer. She is elegant and classy. "Hello Miles," she says casually, "Glad you could make it." Bass watches this beautiful woman, and sees the look she and Miles are sharing. Damn, now he knows why his buddy was suddenly worried about his appearance. There is some chemistry between these two. Clearly he's going to have to ask his buddy about the history here. Miles introduces them, "Hey Rachel, this is Bass. Bass, this is my sister-in-law Rachel and her little girl Charlotte. Everyone calls her Charlie."

Charlie looks up at her Mom, "Mommy, can I play with UncaMiley and UncaBass."

Rachel peers down at her daughter, "You need to go see if Danny needs company Charlie. We don't want him to be lonely. Run along – be a good girl." Charlie is clearly sad about this decision, but doesn't argue. She walks away, head down.

Dinner goes off without a hitch and Bass is actually finding that he is enjoying himself. He chats with Rachel and Ben. They are smart, interesting and easy to talk to, but he finds himself drawn more to interacting with the sweet little Charlie. She seems sad to him, and he finds that he wants to cheer her up. Her brother is also there. He is small and pale. He doesn't eat much, and Rachel clearly worries over him. Miles explains later that Danny has never been terribly healthy and it's sometimes been a struggle just to keep him alive.

After dinner Miles and Bass run to a local liquor store to buy some beer. At the checkout counter, Bass spies a row of gumball machines. One of them holds little plastic eggs filled with cheap toys. He instinctively pulls fifty cents from his pocket and puts it in the machine. He is rewarded with a pink egg. Inside is a blue plastic ring with a star in the middle. He grins down at the cheap bauble. This will be perfect.

After returning to the brownstone and sharing some drinks with Ben and Rachel, the guys are saying their goodbyes. Bass pulls aside a very sleepy little Charlie. "You asked if I had a present for you."

Her eyes light up, "Do you?"

"Yes, here it is." He hands her the little egg. She opens it carefully and when she sees the ring she sighs. He helps her put the blue plastic around one of her chubby little fingers.

She holds her hand out to admire the new ring, and sighs happily. She gives Bass a big hug and kisses him on the cheek. He has a flash of pain as he remembers his little sisters giving him similar hugs, but his mind is quickly taken from the grief, when he hears her exclaim, "Mommy, I'ma gettn married to UncaBass!'

Everyone laughs as he ruffles her hair, smiling down at her. They leave for the base, and Bass puts the visit behind him. It had been good for him, he realizes. He's not over his loss, but he's starting to deal with it. Every now and then he thinks of the sweet little girl, and hopes she finds something to make her happy.

Matheson Reunion 2012

Charlie loves climbing trees and playing tag with the boys at the park. She is a complete and utter tomboy. She likes kindergarten, but wishes they had three recesses every day instead of two. She spends most of her spare time sitting with Danny in the tree house Dad built for them. It's their special place. She likes to watch over her little brother, and her parents expect her to – so it is a good arrangement for everyone. When the family reunion rolls around, she is excited to see her Uncles. They come every year now. Miles is always throwing her in the air and making her laugh. Bass always brings her a small gift. Usually it's a little piece of toy jewelry. She loves it when they visit. They always bring a breath of life to the house.

Bass is thirty years old. Charlotte is five.

They are running a little behind schedule, and when they walk up the stairs of the Matheson brownstone, the door is flung open before they even have a chance to knock. Charlie is standing there with a huge grin on her face. She has a sideways pony tail and is sporting a big shiner.

"What happened to you?" Miles asks in shock.

"Joey Olson tried to kiss me." She says indignantly, "so I hit him, and then he hit me back." She shrugs as if this is not that big a deal.

"Wow, Charlie," Bass says, "Remind me never to try to give you a kiss."

Charlie grins up at her 'Uncle Bass' and laughs. "Ah, I wouldn't punch YOU!" He swoops her up and throws her over his shoulder. She is giggling madly as they enter the house.

Bass sits her down, and kneels at her level. "I need to tell you something Charlie."

"What?"

"I think it's good that you didn't let Joey Olson give you a kiss."

"Why?" she asks, her blue eyes are curious.

"Because clearly he isn't good enough for you Kiddo." Bass ruffles her hair and hands her a little brown box. "This is for you."

She jumps up and down, "You remembered to bring me a present!" She's tearing open the little box and when she sees the ring – this one is neon green with a little turtle in the middle – her eyes dance with delight. "I love it." She says as she slides it onto her finger.

She's ready to say more when Bass' phone rings. He's been dating this girl Susan. She's pretty nice but he really doesn't see it going anywhere. They talk for a couple minutes. He disconnects and looks up to see Charlie eying him carefully. "Who was that?" she asks.

"My girlfriend Susan." He says distractedly, still mentally reviewing the conversation he'd just had with her.

Charlie squints her eyes at him suspiciously, "I'm pretty sure she's not good enough for you Uncle Bass. Probably shouldn't let her kiss you." And with that Charlie turns and walks off. He doesn't see her again during that visit.

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