Disclaimer: I own nothing.

A/N: This is for Bill. :) Also, this popped into my head after reading the spoilers for Episode 2.03.

Chuck runs a hand through his hair as he reaches the darkened beach. He pulls out his phone to check the time on the text message, making sure he's not too early.

She should be here, but he doesn't have to wait long. He settles down Indian-style facing the ocean, and, a minute or so later, he hears her soft footsteps in the sand. He turns his head slightly to watch her sit down beside him.

Sighing, Sarah sits in the same position, her knee barely touching his. She turns her face toward the stars, her eyes searching. She doesn't look angry, but she's not smiling either.

"Did you ask me here so you could ream me out?" he inquires, trying to keep his voice light.

Her face remains tilted toward the sky. "Why would I yell at you?" she asks calmly.

He turns away, looking at the rolling of the ocean waves. "For not following orders."

"No," she chuckles. "You did pretty well today. Not that I condone disobeying orders, but," she pauses to finally glance at him, "you did well."

Chuck nods, smiling slightly at the praise. "So why are we here?"

She grimaces. "We have . . . other issues to discuss."

He closes his eyes and rubs his eyebrow with the heel of his hand.

"I assume you know what those are," she says softly, tracing a circle in the sand.

"Why don't you come out and say it?" he challenges sharply.

"Fine," Sarah says, her voice still even. "Bryce."

He waits for more, but she's given him the lead. He's certainly got a lot to explain. Everything had seemed to make sense during the mission, when the sun was shining. But here, in the sand, under the stars, he realizes how childishly he had behaved. And if he can't be honest with Sarah, who can he be honest with?

"I hate it when he comes back," he confesses, his voice barely audible above the whoosh-ing of the waves.

Sarah twists to face him and places her hands on his arm. "Hey," she coaxes, "Look at me."

Reluctantly, he looks at her out of the corner of his eyes, his lips pursed.

"Come on," she urges, tugging on his arm to get him to turn his whole body towards her.

He's finding it hard to refuse her anything, and he complies, lifting himself up by his hands and turning his crossed legs in her direction. He's facing her now, but he carefully avoids her gaze, looking instead at the sand off to his left.

"Why?" she asks simply.

He scowls, unable to stop the words from flowing out of his mouth. "Because you're always so distant. He pops up every couple of months and all of a sudden you're questioning your every move? How is that fair?"

He feels her hands in his, and he glances up to see shock on her face. She averts her eyes quickly, flipping his hands over so she can run her fingers lightly over his palms.

"I hate seeing you like that," he continues. "I think, I hope . . . that when you're with me, you don't feel like that."

A shy smile appears on her face, and she shakes her head. "No, I feel . . ." she trails off, searching for the word. "Comfortable," she finally says, "Like I don't have to think."

He chuckles. "That's comforting!"

She laughs and pushes his shoulder. "You know what I mean. I can be . . . myself." Her eyes are downcast, timid.

He studies her, wondering with a pang if the woman she presents to him is the real her. But she resumes her torturous exploration of his palms, and he's hooked once again.

"But the reality is, Chuck," she begins again, the wistful tone gone from her voice, "that he's working with Fulcrum. And because of that, he's going to be around a lot more. He has information we can use to keep you safe."

He heaves a sigh, withholding an answer.

"He's doing this to help you," she emphasizes, keeping her eyes on their linked hands.

He lets out an incredulous laugh.

"What?" she asks as she lifts her gaze to meet his.

He inhales a deep lungful of salty air to buy himself some time. "He's not doing it for me."

"Of course he is."

"No, Sarah, he's not," he says forcefully. How could she not see? "He's ticked off that Fulcrum got the better of him, so now he's out to take them down." He softens his tone, knowing his old friend deserves some respect. "He's looking out for himself. That's all."

Sarah shows no change in expression. After mulling over his response for a minute or so, she inquires, "You remember that this is the guy who tried to save you from our world?"

Nodding, he refrains from laughing. "You'd think for a guy so smart, he could have found a better way."

She smiles sadly. He turns his face away to look back at the ocean.

"I'm sorry, you know," she whispers, almost too softly for him to hear over the rushing of the waves.

He turns back to her. "For what?"

"For acting the way I do around him."

Her fingers are still flitting dexterously over his hands. He captures them before she can react. Her eyes widen in surprise, but he threads his fingers through hers.

"It's all right," he says softly. "I know it must be tough for you."

She cocks her head, silently asking for edification.

"Living on your own for so long, relying on only yourself, and then having to spend so much time with me and my friends."

She smiles, lifting their entwined hands in the air so their elbows are resting on their knees. "I happen to like your family and friends."

"I know," he chuckles, his voice becoming serious again. "But sometimes when we're with Ellie and Awesome, you get this look on your face. I can't describe it very well. It's . . . unbearably sad. I just hate to see you like that."

The smile fades from her lips and she looks down at the sand. She doesn't meet his eyes as she confesses, "I never met anyone who made me question the choice that I had made."

His brow furrows. He's not quite sure what to make of that, or how to respond. So he stays silent, trying to decipher the meaning of her words.

"Hey," she says softly, glancing up at him. "What are you thinking?"

He breaks out into a grin. "No fair!"

"What?" she laughs, the sound lightening his dark mood.

"You can't ask me questions that I can't ask you!" he teases.

She protests with a smile. "You can ask me that!"

"But you'd never answer it!" he laughs. When she doesn't respond, he says smugly, "Told you."

She looks away quickly and then back at him. She speaks again, her voice softer and more serious. "I'd never lie to you."

Chuck nods, crazy enough to believe her. Seeing the embarrassment on her face, he changes the subject. "Okay, okay," he says with a grin. "Serious question."

Like he was hoping, a smile returns to her lips. "All right, shoot."

"If you had a superpower, what would it be?"

She lets out a loud burst of laughter.

"I'm being serious!" grumbles Chuck.

"All right, all right," she says through her laughter, holding a hand over her mouth. "I'm sorry. Can you give me some options?"

He purses his lips and answers cheekily, "No, that would be influencing your decision."

"Oh, come on!" she says loudly, ignoring the fact that her voice is carrying over the mostly deserted beach. "How am I supposed to pick if I barely know what I can pick from?"

He relents. "Okay, fine." He sticks out his tongue at her and mutters, "Baby." She fights back a laugh as he continues, "There's teleportation, super-strength, super-speed, super-hearing, x-ray vision, flight, regeneration/healing, telekinesis, mimicry, self-replication, invisibility –"

"All right, enough!" she chuckles. "I think I've got a good idea."

He holds his hands up, palms facing her. "Hey, you asked!"

Sarah shakes her head. "You're very right. I did."

She takes his hands back possessively, holding them loosely in her own. Chuck's smile fades at the contact. To prevent the conversation from taking another morose turn, she answers his original question. "I think I'd want . . ." She trails off, twisting her mouth in thought. As soon as he had mentioned it, she'd known she would pick healing. But of course Chuck would ask her why she picked it, and she couldn't just confess that she would choose that power simply to keep him safe. Sighing, she says, "Flight. I'd want to fly."

He gives her a half-smile and squeezes her hand. "Why?"

She takes a deep breath before answering. "Life's so loud. I'd use it at night to get away from everything, all the noise and the distractions. What about you?"

"I think I'd pick invisibility."

She chuckles softly. "Okay, why that?"

"Well, it'd certainly help with the whole stealth thing during missions." He doesn't add that another use would be to run from their exasperatingly uneven relationship, to hide from her painfully expressive eyes.

"Hey," she says reassuringly, gently tugging on his fingers. "You're getting better."

He nods, feeling his heart elevate the slightest bit. He opens his mouth, but hesitates. She waits patiently for him to speak, and he finally spits out, "Why don't they train me?" Seeing the surprise on her face, he elaborates. "I'm not asking to become a full-fledged agent, but something – anything, really – would be better than nothing."

She looks at him sideways, and she doesn't have to answer because they both know the truth. The government feels he's expendable. If they felt otherwise, he would have been considered a recruit ten seconds after that Intersect was downloaded into his brain. But the superiors have left him to flounder with just his two handlers as protectors, and Chuck and Sarah both know that his time is limited, at least in the government's eyes.

The only other option is that Casey or Sarah teach him some defense. Chuck wouldn't dare ask Casey. He'd just laugh in his face. And learning from Sarah would be a disaster, mainly due to how much time they'd spend in close proximity. They have enough trouble keeping a professional front as it is.

Gazing at Chuck's downcast expression, she heaves a sigh and wonders if she should broach another topic, one much more perilous. "Do you ever wonder what would have happened if we had met differently?"

Chuck's eyes shoot up to meet hers. He swallows, amazed that she thinks about it, too. "All the time," he admits. Seeing that she's going to backpedal, he quickly adds, "And then I realize that you probably wouldn't have noticed me anyways." He chuckles nervously.

She stares at him, shaking her head incredulously. "No," she protests softly. "Chuck, I could never not notice you."

He quirks a smile. "You think that, but if you just passed me on the street, you wouldn't find anything remarkable about me."

Sarah's shoulders slump. She hates hearing him talk like that. "You should have," she begins, her face turned away from him, "more confidence in yourself."

He leans forward to get a better look at her face. "Well, I've gotten better. Thanks to my friends, mostly."

She looks up at him, and he's happy to see a smile lighting her expression. "Yeah, I guess you've come a long way since your Vicki Vale days," she teases.

He covers his eyes in embarrassment. "Oh, my God. You pretty much scared the hell out of me that day. And that was even before I knew what you do for a living."

Sarah fakes shock. "What? Little old me?"

"Don't be so proud of yourself. I hadn't talked to a woman in five years."

She laughs, the sound as pleasing to him as the waves crashing into the shore.

Their mingled laughter drifts out over the beach, and they're so wrapped up in each other's company that neither notices a figure hovering in the shadows in the parking lot. From his distance, Bryce can't hear their whole conversation, but he's intelligent enough to piece together the scene. With a low sigh of frustration, he sneaks out of the lot and to his motorcycle that's parked a few streets away.

Sarah Walker has some serious explaining to do.