A/N: My first Prison Break story, I decided to make it about Agent Paul Kellerman, because there just aren't enough fics about him (I sometimes wonder it there is any!). Reviews are useful and appreciated!

Setting: This takes place immediately after episode 2.13 "The Killing Box". It will have some elements of the events that ocurred after but it will mostly be AU.

Rating: T for now, will become M in later chapters for some violence, language and sexual content.

Disclaimer: I don't own Prison Break or any of its characters, situations or plots but I do own my original character. I used PB as a setting for fun only, I am not making any money from this story so please don't sue!

Chapter one: Let's get to know each other...One year before the escape

He stood outside the Vice-Pesident's office, his fingers playing with the edge of the file he had reviewed on his way there. He hesitated for a second when he started to hear voices inside. "What do I have to worry about? Like she has any secrets I don't know…" he thought. He readjusted his tie and cleared his throat. The old ritual acomplished he knocked, barely waiting for the answer to come from the room before coming in. He took a couple of steps in, his usual confident smile plastered on his face when his eyes were drawn away from the blonde politician, attracted by a new and intriguing sight. After all his years of service, he thought he knew everyone who worked with her, and yet a woman he had never seen before was sitting in front of Caroline. Most of her figue was out of his sight as she was facing away from him. Petite, with an abundance of pitch-black hair, that's all he could gather for now.

"That will be all Marianne, thank you. Just bring me your final version as soon as it's ready" Caroline commanded, motioning to the exit.

"Of course madam" the unknown girl replied, in a low and shy voice.

She turned around quickly and headed for the door, bumping into Paul on her way out. She lifted her head up as she let out a quiet "excuse me". His gaze encountered hers, grayish blue eyes meeting gold-sparkled brown ones. She smiled sponteanously, a discreet shade of pink appearing on her cheeks. She swiftly ran a hand in her hair and looked down. His own smile grew a little wider when he noticed her somehow flushed state and he stepped aside to let her pass.

He heard Caroline invite him in, so he walked towards her desk, involuntary peeking at the young woman as she exited. When the door closed behind her, he went back to reality and reported his attention on the Vice-President, handing her the file he had brought. He sat down in front of her and folded his hands.

"So Caroline, what's the matter?" he asked casually.

" Well there is another "formality" that needs to be taken care of in the Burrows case. All you might need is in there. I'm afraid it will need a fast resolution." she answered in the same tone.

She handed him a folder and rose, telling him that that was it. He got up and took the thick document. He was almost at the door when a question popped in his mind.

"By the way, who was she? The girl who was just in here?"

"She is my new assistant, Marianne Ramsey. Nothing to worry about, she is nowhere near your level, she will simply be in charge of some of my speeches. You might have to work with her at some point and I will count on your discretion concerning our more "private" affairs." she responded, glancing at him meaningfully.

"As usual. Concerning Burrows, I'll call you Thursday, it should be done then." he added.

"Fine. Goodbye Paul."

He left and stood a minute in the hallway, flipping through the notes Caroline had given him. He started walking, still reading, force of habit leading him instinctively back to his office. Arrived there, he lifted his eyes from the folder and noticed Marianne a few feet away, at the junction of the corridors. She was obviously lost, looking in each possible direction with equal insecurity. She caught his stare and quickly shied away from it, hesitantly walking in the first way available. He thought of leaving her alone but something in her embarassment made him change his mind. He caught up with her and delicately grabbed her hand as she was turning around the corner.

"Excuse me, do you need help?" Paul inquired.

"What? Oh no, I was just lost in my thoughts, everything's fine." she said rapidly.

"It looked like you were lost, period." he retorted, amused.

"Not wise, Paul. What's in it for you to insult her?" his mind whispered.

He was about to apologize when he noticed that her expression was no longer bemused as it had been. He searched for her eyes and when she looked up and caught his inquisitive stare, she unexpectedly let out a burst of laughter.

"It was that obvious, wasn't it? I should have expected this. I mean, the last time I was here, it was 15 years ago on a guided tour, in junior high. They really expect you to just know where everything is when you start working here?" she questionned.

Still surprised by her light response, it took him a second to realize she had asked him a question.

"What? Well yes, pretty much. You have to learn your way around quickly though if you want to last. But it doesn't mean you can't have some help. Would you like a guide now?" he proposed, taken aback by his own consideration.

"I wouldn't have asked for that much, the directions to ...Claire Preston's office would have been enough. However, if you want to, how can I refuse..." she said in her quiet manner.

She smiled at him with gratitude and took a step back, allowing him to lead the way. Instead of doing so, he chuckled and, putting his hands on her hips, made her do a 180-degree turn.

"Actually, her office's this way." he whispered.

She was once again flushed and granted him another one of her timid smiles he was already starting to like. She acknowledged his direction and started to walk across the corridor. As she was pacing in front of him, his eyes were involuntarily fixed on her swaying hips.

"Yes, she will certainly be a pleasure to work with..." he thought before following her, making sure she reached her destination.


The car was speeding on the deserted road. So far they had been lucky, there hadn't been any sign of the local authorities or of the FBI. The three men were silent, completely focused on getting as much distance between them and the group of cops, agents and guards on their trail. Michael and Lincoln were exchanging concerned looks and occasionally glancing at the driver, that mysterious man who had saved them in the nick of time by shooting Mahone. You just found your inside man. That's about all he had said to them and now the brothers wanted more. Sure he was helping them now but that wasn't enough for them to trust him. Michael broke the silence first.

"Who are you? Why are you doing this? You said that Reynolds ruined your life too, how's that?" he asked harshly.

"Can't this wait until we're secure? I get it, you want some answers. Right now all you need to know is that I'm in as much trouble as you are and that I'll explain everything as soon as possible. I know a small motel in Colorado where we'll be able to figure this whole thing out. One thing you can be assured of, is I always have a plan." Paul replied, the tension palpable in his tone.

This speech didn't really comfort Michael but he decided he might as well wait. He threw a significant look to Lincoln and laid back in his seat. He fixated on the window, his mind already at work to form a course of action. Whoever this guy was, there was no way Michael would rely solely on his plan to insure his brother's freedom.

After several hours of driving, Kellerman stopped the car at the far end of the parking lot of a shabby, secluded motel. He went to get a room while Michael and Lincoln were waiting near the line of little cabins. Paul came back and motioned them to the number 8. They all entered and he locked the door behind them. Michael went to draw the curtains before sitting on the bed, while Lincoln took a seat on the sofa. Kellerman remained by the door, leaning on the wall.

"This is how it goes. My name is Paul Kellerman. I was part of the Secret Service. For a long time I was the main assistant of Caroline Reynolds. I've known her forever. I helped her get her presidency, I was heavily involved in her association with the Company and I did pretty much all her dirty work. On a more personal note, I was aware of everything that has been done to frame and convict you Burrows. I killed Leticia Barris, Agent Hale who was about to tell Miss Donovan about the conspiracy, others too. And, since you will remember it anyway, I was the one who tried to kill you at the crash scene, when you were supposed to go see your son." He declaimed all this in a monotous voice but inside he sensed the reaction it would trigger.

"I knew it was you, you son of a bitch!" Lincoln shouted.

Lincoln, who had been growing steadily angrier as Kellerman was telling his story, suddenly jumped on his feet and ran toward the former agent. He pushed him roughly against the wall, crushing his throat with his upper arm. Their faces were inches apart and Paul was unable to stop the fist that punched his face at full force. The hit was hard to take, even for him, and he was too stunned to retaliate or free himself from the tight grip. He felt blood trickle down his cheek. He saw the convict take another swing and he braced himself, trying at the same time to say anything that might prevent any more damage.

It wasn't necessary, because the hand of Lincoln was stopped in mid-air by his brother's.

"Stop it Linc! We might need him and you know it!" Michael pleaded.

"Come on Mike! Yeah, he helped us escape today but we much better off our on own. There's no way I'll trust this bastard who's been working against us from the very beginning!" Lincoln replied, his face fluched and his eyes flared.

"I understand that but beating him up won't help us either. Let him explain himself. As for you, Kellerman, don't believe this means that you have my trust!" he said angrily.

Lincoln slowly removed his arm and let go of Paul, who immediately lifted a hand to his bloody eyebrow and another to his bruised throat. He glared at the convict before heading for the bathroom to clean himself up. He got back a few minutes later, a small Band-Aid on his forehead. The other two were sitting at the end of the bed, a dark look across their faces. Wishing it to be over as soon as possible, he continued his explanation.

He told them about the arrival of Bill Kim, his loss of access to the President and finally their change of heart concerning his usefulness. He left out some details, particularly those about Sara, not willing to face Michael's anger after he had witnessed Lincoln's. Once he had finished, they looked a little more trusting and understanding of his motives for joining them.

"That's about it. I have dedicated my life to a woman who threw me away at the first opportunity. I want to see her go down in flames and you're the best way to do that." he concluded. He waited silently for the response.

"Let's say we believe you. You said you had a plan. What is it?" Michael finally demanded.

"Well Scofield it's pretty simple. We have to expose her role in your story." he said matter-of-factly.

"How do you propose we do that?" he countered.

"It would have been easy would I still have her trust. I don't anymore but I know someone who does. The plan is to bring that person aboard with us to help us acquire hard evidence against Caroline. I still have contacts in the judicial system that I think would be willing to present that evidence. Despite what the Company wants you to believe, it is not powerful everywhere." Paul stated.

"How much time would it take to set all of this in motion?" Michael questionned.

"The time it takes to make contact with a particular person. And that person happens to be just one phone call away." the agent said happily.

Kellerman reached into his pocket, grab his cell phone and started dialing.

"Don't worry, they won't locate the call. Secret Service phones can't be traced" Paul mentionned.

"Who is this person anyway?"Michael asked

"Well, I guess you could say that she's my girlfriend…" he answered, causing surprise to both of the brothers.

The brothers exchanged a bemused, slightly amused look as they listen to Kellerman's side of the conversation.

"Hi, it's me. … Yes, I know. … No, no, I'm okay. Look I have to see you, it's important. Can you meet me at that motel we used to go? … No, I can't talk about it on the phone. … When will you arrive? … Perfect. … Me too. See you soon."

The agent snapped his phone shut and turned around to face Michael and Lincoln.

"We're even closer to her downfall now." he said, a satisfied smile on his face.