Author's Note: This is my first foray into Heroes fic, and this was written for the Fall Fandom Free-for-All.

Disclaimer: Not mine, never will be, not making any profit.

World Upside Down

"Agent Parkman."

"Mr. President."

When Nathan Petrelli walked into the room, Matt unconsciously straightened where he was standing in front of Petrelli's desk, fixing his eyes on a point on the back wall.

"You can relax, Parkman," Petrelli said, walking around the desk and sitting down. Matt relaxed a hair, arms still locked behind his back and eyes still fixed on the wall.

"Parkman, I'd like to express my condolences on the anniversary of the death of your wife and son," Petrelli continued. "It's been almost four years, hasn't it?"

"Yes, sir, it has been," Matt answered. "Thank you for your sympathies. And, you wanted to see me, sir?"

"Noah Bennett," Petrelli said. When Matt remained silent, Petrelli clarified, "I want you to find Noah Bennett."

"Yes, sir," Matt said, promptly. "And what would you like me to do with Bennett once I've found him?"

"Ask him where Claire is," Petrelli ordered. "And then I want you to bring my daughter home."

"Yes, sir," Matt repeated, squashing down the cold, hard knot of fear that immediately formed in his stomach at Petrelli's words.

Petrelli nodded, a clear dismissal, and Matt started for the door, but Petrelli's voice stopped him before he could leave the room.

"Parkman? I don't want any trouble from Bennett once Claire is safely home with her family. Understand?"

"Yes, sir, Mr. President," Matt said, softly, for the third time. He waited until he'd been dismissed, again, and then headed out to the helipad.

"Where to?" the pilot, a quiet, serious, young woman asked.

"Odessa, Texas," Matt answered. "The President has some unfinished business with our friend, Mr. Bennett."


He found Bennett fifty miles outside Odessa, driving like the hounds of hell were chasing him. Bennett tried to make a U-turn and run for it when he saw the helicopter parked right on the nearly-abandoned freeway, but Matt 'suggested' that he stop his car, and he did without any fight. He also got out of the driver's seat and put his hands on the hood of his car, waiting quietly until Matt had cuffed his hands behind his back.

Only then did Matt release his hold on the other man's mind, watching dispassionately as Bennett struggled furiously and futilely against his restraints.

"What do you want?" he snarled, when Matt stepped into his line of sight.

"You know exactly what I want, Noah," Matt said, his voice deceptively pleasant. "I want you to tell me where Claire is."

"Go to Hell!" came the enraged response.

"Oh, I imagine I will," Matt murmured, very close to Bennett's ear, and the other man's eyes flared wide with surprise. "But, I'll be taking Sylar with me when I go."

Bennett nodded, imperceptibly, finally understanding, and Matt stepped back, smiling in satisfaction.

"Tell me where Claire is," he ordered, again, loud enough for the pilot to hear him.

"No," Bennett said, flatly, stubbornly, but in the back of his mind, Matt heard a faint *Burnt Toast Diner*. He smiled, grimly.

*You're going to forget,* he whispered into Bennett's mind. *Forget me, forget Claire, and forget yourself. And then, when all this is over, once Sylar is dead, you'll remember, and you'll pick up the pieces.*

He buried the suggestion deep in Bennett's mind, where it wouldn't be easily disturbed, and planted images of anyone who could possibly help: Hiro Nakamura, Mohinder Suresh…

Then, he released his grip on Bennett's mind and watched as the other man stumbled backward, looking around him in confusion.

"Where am I?" Bennett asked, looking at Matt. "Who are you? What happened?"

"We saw your car on the side of the road," Matt lied, smoothly, nodding towards Bennett's SUV. "It's hot out here, today. You're the third person with sunstroke we've seen, so far."

"Sunstroke," Bennett echoed, weakly, and Matt nodded in confirmation.

"Why don't you let Ms. Hendricks take you to the hospital?" Matt suggested, nodding at the pilot who lifted her hand in a brief wave.

"Okay," Bennett agreed, quietly, and Matt steered him over to where Hendricks was waiting.

"Meanwhile," he continued, flashing his badge at Bennett, "I'm going to need to borrow your car. Official government business."

"Of course," Bennett mumbled, after a little mental persuasion, handing over his keys.

"Thank you, sir," Matt said, helping Bennett into the helicopter. "Your cooperation with the government is highly appreciated."

"You're going to leave him alive?" Hendricks hissed, grabbing Matt by the arm before he could leave.

"Yes, I am," Matt said, and Hendricks took a quick step back at the frozen smile on his face. "I have plans for Noah Bennett."


Matt watched the slim brunette move around the diner, chatting with her customers and serving up orders with a bright smile on her face. When she approached him, notepad in hand and a cheerful smile at the ready, he put his menu down and stared into her stunned eyes. The smile fell from her face and she stared back at him in shock.

"Hello, Claire," he murmured, quietly. "Is there someplace quiet that we could go to talk?"

Claire nodded, wordlessly, and led him back through the kitchen and into the walk-in pantry. Matt closed the door softly behind him, and he and Claire stared at each other for several long seconds. Then, Claire let out something that sounded suspiciously like a sob and she threw herself at Matt. Matt wrapped his arms tightly around her waist as she buried her face in his shoulder. He felt shaking, but couldn't tell if it was Claire's or his.

"I hadn't heard from you in so long," Claire said, still holding on tightly. "And there was nothing about you on the news, or in the papers, and I though, maybe-"

"You thought Sylar had discovered my deception," Matt finished for her, gently.

Claire nodded, squeezing her eyes shut as she took a deep breath to steady herself.

"It's true, then?" she asked, pulling away from Matt to pace the small confines of the pantry. "Nathan's-"

She broke off, unable to complete the thought, but Matt nodded, anyway.

"I'm sorry," he said, feeling helpless when Claire's eyes filled with tears.

"I didn't even really know him," she insisted, stubbornly. "I - I never got the chance."

"He was still your father," Matt told her, and Claire nodded, accepting the simple fact.

"What do we do?" she asked.


They were all alone in the empty firing range after Matt had cleared it with a few well-placed suggestions. He'd locked the doors behind them and set up several practice targets under Claire's watchful eye. Then, he handed her his backup weapon and watched, critically, as she checked it over, took off the safety, and took careful aim at the first target.

He wasn't teaching her how to shoot, how to handle a gun. She'd known that for years, ever since that fateful night at Kirby Plaza.

He was going to teach her how to kill.

While a part of him mourned the loss of this little bit of her innocence, the rest of him was focused solely on the business at hand. He barked out orders, watching carefully as Claire adjusted her hands, her stance, and her head at his direction.

He watched as she put bullet after bullet into a faceless target, slowly growing more and more confident in her new skill as she got closer and closer to the center of the target's head. Then, once she was consistently hitting the center, he took things to the next level.

Claire's hands visibly shook when she sighted down the barrel and found herself staring at Nathan's face.

"This is what Sylar's going to do," Matt insisted, mercilessly, still holding the image over the target's face. "He's going to make this as hard on you as he possibly can."

Claire nodded, grimly, and took careful aim at the target, squeezing the trigger slowly. Matt frowned, shaking his head when the bullet entered the target above the right eyebrow.

"Again," he ordered. "You need to hit the center of the forehead."

Wordlessly, Claire lifted the gun, again, firing off a second round. She repeated this, over and over, until Matt, satisfied with her aim, replaced the tattered target with a new one and projected a new fact over it.

Claire gave him a shocked look when Peter's face appeared in front of her, and Matt stared implacably back.

"He's going to make this-"

"As hard as he possibly can," Claire interrupted, echoing his earlier words. "But, Peter's dead."

"That doesn't matter," Matt insisted. "Dead or alive, Sylar will use anyone you care about to try and get to you. Head games, Claire, it's what he does."

Claire nodded and continued with the target practice, flinching only a little bit every time the target gained a new face. But, she froze at the last face, shaking her head in adamant denial.

"No," she snapped, lowering the gun and whirling around to face Matt.

"Claire," he began, insistently.

"No," she repeated, stubbornly. "Don't make me do this. Don't make me shoot you."

Matt opened his mouth to speak, but Claire talked right over him.

"Besides, if I'm fast enough, Sylar won't have time to shape shift into anyone other than Nathan."

Matt sighed, and Claire smiled, slightly, sensing that she'd won.

"You've gotten about as good as you're going to get in a day, anyway," Matt admitted. "And we don't have any more time. We have to go."

The smile fell from Claire's face and she bit her lip, looking so much younger than her twenty-one years.

"I don't want to do this," she admitted, softly.

"Well, I'd be worried about you if you were looking forward to it," Matt replied. "Claire," he continued, when she shot him an uneasy look, "you're our only hope. You're the only one who can get close to him."

"I know," Claire said, her voice still so quiet that it scared Matt.

He wrapped his arms around her waist, resting his chin on top of her head when she tucked her face into his shoulder.

"When this is all over," he promised, recklessly, "We'll go wherever you want. Anywhere in the world. Paris, Rome-"

"Disneyland," Claire said, her voice still muffled by Matt's shoulder.

"Disneyland?" Matt echoed, confused.

"Happiest place on Earth," Claire quoted, somewhat sadly. "I've never been there."

"Disneyland it is, then," Matt vowed. "You'll get there one way or another. I promise."


Matt had just stepped off the plane at JFK when he heard Claire's voice in the back of his mind.

*Do you remember when you shot me?* she asked.

*Which time?* Matt quipped, and he could almost see Claire rolling her eyes in exasperation.

*When you and Ted Sprague held my family hostage,* she reminded him.

*I remember,* Matt said. *I put a bullet in your heart.*

*And I didn't die,* Claire replied. *Do you think the same thing could happen here?*

*You're not going to die,* Matt said, automatically, but the words sounded hollow, even to himself.

*Stay with me?* Claire asked, softly, and Matt could feel her apprehension as she waited for his answer.

*Of course,* Matt answered, immediately. He didn't even have to think about his answer; he had no intention of abandoning her, now.

*Thank you,* Claire said, and Matt could hear the relief in her 'voice'. They both knew what she was asking of him, but for him, there was no other option.

He went over to the waiting area and sat down in a chair by the window. He got comfortable in the chair and stared out the window, looking to the world as just one more traveler watching the planes land.

*He's here,* Claire announced, a few seconds later. *God, he looks just like Nathan, Matt. I don't think I can do this.*

*Yes, you can,* Matt encouraged her. *Claire, if I could take this from you, I would-*

*Sylar would kill you,* Claire interrupted him, and Matt could feel her determination overriding her fear and anxiety. *But he doesn't know he should be afraid of me. I wasn't even searched when I was brought in here.*

*That's my girl,* Matt told her, but Claire's attention wasn't on him, anymore.

Instead, her focus had shifted to something outside herself, and Matt realized that she was talking to Sylar. He concentrated a little harder, using Claire as a conduit, and he could see through her eyes and hear through her ears.

Sylar and Claire exchanged a few false pleasantries, Claire keeping a smile pasted on her face the whole time. She also kept her hands inside her jacket pockets, where Matt's gun rested. After a few moments, Sylar dismissed the agents from the room, and Matt felt Claire's heart rate shoot through the roof.

He sent her a burst of wordless reassurance, afraid to distract her by speaking to her, and he could feel Claire's gratitude in return. He also felt something else, and when he realized what it was, he found himself fiercely blinking back tears.

*I love you, too,* he thought. *I love you, Claire.*

Claire's attention shifted, again, back to Sylar, and Matt watched, through her eyes, as she pulled the gun out of her pocket quicker than he could have imagined, aiming it at Sylar's head and pulling the trigger. Then, they both watched in horror as the bullet stopped, barely brushing against Sylar's forehead.

*Claire, run,* Matt said, urgently. *Jump out the window. Hide; I'll find you.*

*I can't,* Claire whispered. *Someone has to stop him, Matt. You said it, yourself, I'm the only one.*

*Claire!* he shouted, but she wasn't listening to him, anymore.

She raised the gun, again, firing as many shots as she could, in the hopes that Sylar couldn't stop all of them. But he walked through the rain of gunfire like it was water.

Matt felt the jolt that ran though Claire's body when Sylar grabbed her with his telekinesis. There was a burst of pain when he started slicing into her head, and then Matt grabbed Claire, pulling her into his mind, away from the pain.

*I'm dying,* she whispered, incredulously, like she couldn't believe it was really happening.

*No,* Matt said, firmly, enfolding Claire in his arms, again. *Don't think about it. Think – think about Disneyland,* he added, as his promise to Claire came back to him. *What's the first thing you want to do when you get there?*

*Splash Mountain,* Claire told him. *It's -* her voice broke on a sob, but she continued, stubbornly. *It's supposed to be the best ride, there.*

*You're climbing into the car,* Matt prompted, gently. "The ride's started, and you're moving through the water.*

*They're singing that stupid "Zippa-de-do-dah" song Lyle liked so much as a baby,* Claire said, laughing a little bit through her tears.

*You're coming out on top of that big hill,* Matt continued.

*You get your picture taken on the way down,* Claire said, and then, suddenly, she was gone.

Matt's arms were empty, and he jerked himself awake to find that he was still sitting in the airport, tears streaming down his cheeks.

"I'm sorry, Claire," he whispered, giving into his grief and sobbing quietly, ignoring the people staring at him. "God, I'm so sorry."


Matt stood with his agents in the hallway of the Deveaux building, the last line between a group of deadly terrorists and the man pretending to be President. Looking around at the young men and women that he'd trained, Matt couldn't have been any prouder of them then at that moment. They knew they were likely to die; yet none of them even thought about backing away from the elevator they now faced. He only wished there was some way to spare them.

*Maybe there is,* he realized, a moment later.

"Downstairs," he barked out, suddenly. "They're coming out one floor down. Juarez, take the team; I'll hold up here."

He pointed toward the fire stairs, and his agents, without question, turned and started down the stairs, trusting implicitly that he was telling the truth. Matt nodded, satisfied.

*I'm not going to have any more innocent blood on my hands,* he thought, fiercely.

Then, he turned back to face the elevator. When the doors dinged open, softly, he had a brief impression of a long, black coat, and he fired instinctively, at whoever was coming after him. Then, he found himself flying backward, a sharp, stabbing pain shooting through his chest. His vision grayed out, and when it finally cleared, he saw Peter Petrelli standing over him.

Peter kneeled next to Matt, who gasped for breath, squeezing the younger man's hand, convulsively when Peter reached for him.

Peter squeezed his hand back, reassuringly. "I'm sorry, Matt," he said, quietly, his eyes dark with sympathy.

"You always were fast," Matt said, hoarsely.

"First time I wished I wasn't," Peter told him.

"Better you than Sylar," Matt joked, weakly, and Peter smiled, slightly.

"Sylar's in there," Matt continued, tipping his head back toward the closed door. "Nathan's dead. So's Claire. Sorry."

He could feel Peter peeking into his mind, and he let his walls down, concentrating hard on everything Peter needed to know. Peter gathered what he needed, quickly, and went to leave, but not before he saw the memory of Matt and Claire at the diner.

"I sent her to him," Matt said, apologetically, when Peter looked at him.

"Claire knew what she was getting into," Peter said, and Matt nodded, wearily.

"I'm sorry," he said, again.

"You loved her," Peter stated, softly. "You were good to her."

Matt felt Peter's gentle touch on his mind, again, and then the pain in his chest faded away to a dull ache.

"Make it fast," he pleaded, and Peter nodded.

Peter's face faded out and then…

Matt grumbled as the attendant lowered the bar over his lap, and Claire twisted around to grin at him.

"Nervous?" she teased.

"I just don't see why we can't choose a different ride," he replied, shortly.

"Like the teacups?" Claire said, still grinning, and Matt glared at her, but he only lasted a few seconds in the face of her boundless enthusiasm, and he finally relented and smiled grudgingly back at her.

"You'll have fun," Claire told him. "Splash Mountain's supposed to be the best ride here."

The ride started, then, as the last passenger was seated, and Matt clutched at the sides of the flume as it started rocking gently in the water. Claire twisted back around to the front as the ride slowly began to pick up speed. They maneuvered the twists and turns in near-complete darkness, and finally, after what seemed like forever, they started to climb. Matt's heart rate ratcheted up as the chains clanked and groaned underneath the car, and Claire reached back to squeeze his hand, reassuringly.

Matt gripped her hand, holding on tightly as they paused momentarily at the top of the climb. Bright light blinded his vision, and then the car tipped forward, sending them shooting downward…

…and then everything went dark.