Author's Note: Holy crap! I'm updating within a month! Wow. Yeah, I'm as surprised as you. You can thank this update on the fact that this chapter contains mostly fluff of some kind and is purely Chuck and Sarah. I initially intended to include some stuff about Chuck and Bryce in the chapter, but as I was writing things, Chuck and Sarah just didn't want to leave each other alone. So if you're looking for something a little more meaty to go with your cupcake, well, I'm sorry. This will probably be the last pure Chuck/Sarah interaction for several chapters, so get your fill now, folks.

Thanks go out to the multi-talented and commanding Frea O'Scanlin. She did a good beta, but also teehee'd like a 12-year-old as she did it. I'm still not sure if that's a positive endorsement of the chapter or not. I'll let you readers be the judge.

Warning: This chapter should be considered a hard T. There's nothing quite overt, but it does get a little dicey about midway through. So if that bothers you, skim.

"Love makes you do the wacky." - Buffy the Vampire Slayer, Willow

Sarah Walker, Chuck was discovering, was a very passionate woman.

She was far more passionate than he had initially given her credit for, and certainly far more passionate than anybody else believed.

When he had first flashed on her file, so many months ago, there'd been a summary of her sexual proclivities; or at least, a write up of them, in sometimes startling detail. Why somebody would take the time to detail somebody else's sex life, even somebody as attractive as Sarah Walker, Chuck didn't know, and frankly, he was a little disturbed by it all. Still, there was a part of him that couldn't help being a little intrigued.

Sarah Walker was easily the most beautiful woman he'd ever seen. She was smart, strong, scary, and incredibly sexy. And he was still a man. He couldn't help but be curious. He had never delved deep into that part of her background. It just hadn't seemed right to him. But he'd read enough.

She was well-known for using sex as a manipulative tool. She was also well-known for employing it as a tool rather liberally. Somebody had even done a psychological work-up on her that concluded that her rather experienced and extensive sexual repertoire had been directly derived from deep-seated issues of non-existent self-worth, parental abandonment, and psychological trauma she'd suffered during a mission in Munich her first year off of the Farm.

He only knew the barest hint of details about that mission, but he knew that whatever had happened to her, it had changed her permanently. She had joined Fulcrum only three months later.

All of which, he realized somewhat obliquely, had little to do with the way Sarah was currently rubbing against him.

Well, okay, perhaps it did have something to do with the way she was rubbing against him, but honestly, he couldn't really think that well at the moment, so he couldn't be sure.

All he knew was that the passion Sarah was currently displaying was a very welcome surprise. It was nothing like the mechanical movements of somebody performing a part. There didn't appear to be any attempt to manipulate him through her actions. She wasn't acting like somebody who used sex as a tool; she was acting like somebody who just wanted to have sex for the simple pleasure of having it.

He didn't have a problem with that.

Sarah's back arched like a cat's and her breasts moved tantalizingly close to his face. He wasn't sure where he was supposed to look. He knew where he wanted to look, but at the same time, he didn't want Sarah to think he only viewed her as an object. Too many men had done that to her in her life. The last thing he wanted to do was become one of them. But he couldn't help himself. She was just too beautiful.

Of course, from the way she was currently grinding against his crotch, he figured she probably wouldn't mind too much if he did stare.

So he did.

Alright, he didn't exactly stare so much as admire. But the end result was the same. Sarah noticed and stilled her movements. He panicked—which a part of him knew was completely stupid, seeing how Sarah was nearly naked and writhing atop of him, so they were probably past most lines of propriety by this point—until she locked eyes with him and smiled. He relaxed and forced himself to start acting like somebody who actually knew what they were doing. Just because he hadn't really been with a woman since Carina didn't mean he had to act like a virgin with a girl in the back of his father's station wagon.

And then Sarah preened, obviously enjoying the attention. His grip on her hips involuntarily tightened and she let out a quick exhalation of air.

He didn't know what came over him, but before he even realized what had happened, he'd crushed her to his chest and rolled them until he was hovering above her. She stared up with wide eyes, her warm breath puffing against his chin, and he felt something rumbling deep inside his chest.

He didn't move, he didn't do anything except stare into her ridiculously blue eyes. As much as the rest of Sarah fascinated him and enticed him, it had always been her eyes that clouded his judgment and made him question his sanity. There was something indecipherable in her eyes, some kind of emotion that he couldn't quite place, and it forever threw him off. He didn't know how to respond or what he should do.

"Chuck?" Sarah whispered. "Are you okay?"

Chuck jerked in surprise at her voice, and he must have done something unintentionally right, as Sarah's eyes fluttered closed and she gasped. He couldn't help the swell of affection that suffused him then, and he pushed his uncertain thoughts to the back of his head.

This was not the time for worrying about stuff like that. Chuck just nodded his head and leaned down to kiss Sarah gently.

She relaxed into the kiss, her arms wrapping around his neck and holding him in place. She had yet to open her eyes, which Chuck was grateful for. She ran a hand through his hair and he deepened his kiss.

He felt her sigh more than heard it, and her leg started to slide up and down the back of his, before moving to wrap around his thighs. She squeezed, pulling him closer to her, and they both gasped this time.

Sarah's eyes popped open and he was struck by the look of pure desire in their too-blue depths. It made him blink and swallow, suddenly a little overwhelmed by everything. No one had ever looked at him that way before and it was intimidating and intense and frightening and oh, God, that felt so good.

They moved as one as Sarah rocked her pelvis against his.

His breath caught in his throat. He shut his eyes and just enjoyed the sensation of Sarah moving against him.

Her hands were on his belt now, and he suddenly felt incredibly warm, like he'd been tossed into a sauna wearing all his clothes. He felt stifled, and Sarah's shaking, hurried hands pulled at his belt far too slowly for his liking.

Chuck grabbed her hands and stilled them. He saw a flash of panic in Sarah's eyes, so he quickly kissed her to make the look go away. He wasn't going anywhere; he just needed to help things along.

After his kiss, she relaxed and looked up at him, her eyes hooded. He backed up until he could stand on the floor. He pulled his shirt loose and unbuttoned it quickly, tossing it to the ground. Sarah surprised him by scooting forward, and wrapped her legs around his thighs, trapping him between her legs and the foot of the bed. When Sarah grabbed his belt now, her hands were steadier. The belt vanished in seconds.

Warm, moist lips kissed his abs then and he shivered slightly. He sucked in a breath as Sarah's curious, questing mouth moved progressively lower. When lips met cloth, she nipped the sensitive skin of his belly and he yelped. She grinned up at him, he grinned back; the smile soon disappeared off his face when she undid the button of his slacks and pulled down the zipper.

When his pants pooled at his feet, he stepped out of them and kicked them away.

He moved his hands into her hair and pulled her wig free. She looked at him with questioning eyes and he undid the bun. He feathered her hair out until it was arrayed around her. He cupped her face and kissed her. "I want to be with Sarah, not Rebecca."

The smile she gave him then was probably the biggest, most genuine smile he'd ever seen. It made him lose focus for a moment. She really was beautiful when she smiled.

She pushed his boxers down eagerly, and soon he was naked and she was naked, and he still felt like he was going to be consumed by the sun.

They stood there, silent, just looking at the other, for what seemed like the longest seconds of Chuck's life. And then Sarah smiled shyly up at him, and whatever last nervousness left him. He gently pushed Sarah flat on the bed, lied down carefully, cradled in her hips, and kissed her.

# # # # #

The phone ringing on the little nightstand jolted Chuck from his daze. He was breathing heavily, limbs limp and barely functional, and sweat glistened over nearly every inch of exposed skin.

Sarah breathed equally hard beside him. She would let out breathy moans whenever she shifted, and he almost smirked at the sound.

"Ignore it," Sarah said between pants. She rolled onto her side awkwardly, and threw an arm around his middle. Her head lolled onto his chest and she sighed in contentment. "Ignore it," she repeated, sleepily.

Chuck recognized the ringtone. "Can't, it's Casey," he said, his throat hoarse.

Sarah made a very disgruntled sound into his chest and he shivered as the puff of air that accompanied it tickled his skin. He smiled and ran a hand down her back, causing her to move even closer to him. He could have sworn she even started purring.

Putting the phone against his ear, he said, "Hello?"

"What the fuck are you two doing?"

Chuck winced and immediately pulled his iPhone away from his ear. He waited several seconds, long enough for Casey's tirade to fade, before putting it back. "What's going on?"

"Do you have any idea what time it is?"

"Uh, no?" Chuck winced again, expecting another explosion.

Casey didn't disappoint. "It's been four damn hours! You were supposed to leave the room three hours ago!"

"Oops." Oh crap. They'd been…doing stuff for four hours? Damn it! No wonder Casey sounded pissed. "I guess we lost track of time."

Casey grunted in exasperation, with an eye roll clearly implied. "I bet you did." He paused, sounding far calmer now that he'd got his yelling out. "You're lucky Walker is so loud or else Lynch and Smith would have broken into your room hours ago to check and see if you were still alive."

Chuck winced, a blush covering his whole body. Agents Lynch and Smith were two of his CIA shadows for this mission. They were ostensibly bodyguards; they took their job seriously, which was a bit ironic considering that their real purpose was to make things look good for Fulcrum, even if they didn't know that. He could only imagine that they were chomping at the bit to check on him. And if they were antsy, then that could only mean one thing.

"And, uh, how is Carina taking things?"

He felt Sarah tense automatically, then lift her head to give him a very obvious roll of her eyes. By now, he was well aware how both women viewed the other.

Casey actually chuckled, but then Chuck knew that the other man had always gotten a sick sense of enjoyment out of his misfortune. "Oh she ain't happy, believe me. Why do you think I'm calling? It's bad enough listening to Walker's wailing through the walls, you think I wanted to risk permanent brain damage hearing it through the phone as well?"

"Ha-ha-ha, Casey." He sighed and knew it was time for Sarah and him to re-focus on the mission. "We'll be out in 30 minutes."

Casey just grunted and hung up.

"Nooooo," Sarah groaned. "I don't wanna get up."

She was being far too cute, which made it even more difficult to start trying to ply her away from his body. "Come on, Sarah, we have to get going."

Arms tightened around him, and a leg slid between his, locking him firmly in place. "No, don't wanna."

"But, Sarah, the mission." He floundered, trying to concentrate on the important matter at hand and not the way Sarah's hand was sliding down his chest.

She looked up at him, her hair tousled and her eyes incredibly big. "I don't care about the stupid mission." An impish look flooded her eyes and she smirked. "Besides, I'm not sure I could move even if I wanted to." Her hand continued its downward journey past his waist and he shut his eyes. "Mmmm, I think you broke me."

"You're just saying that so I won't leave."

"Maybe," she said with a grin. Her hand started to tease him. "Is it working?"

"Maybe," he said back, but his word lacked all the confidence hers had. He was suddenly having trouble concentrating.

"Only maybe?" Sarah arched an eyebrow. "Well, I can't have that." She began slithering down his body, her head disappearing under the covers.

"Okay," Chuck said, the subject already forgotten.

# # # # #

The phone rang again but neither of them paid much attention to it. Chuck's mouth was too busy to talk and Sarah seemed too incoherent to pick up the phone. Eventually it stopped, and Chuck continued on undeterred.

Minutes later, it rang again, and with a growl, this time, Sarah answered. Chuck tried to stop her, but her other hand was buried in his hair and her thighs were rather securely keeping him in place, so he mentally shrugged and resumed what he was doing.

"What the fuck do you want?"

Chuck could barely hear her angrily bark into the phone over the pounding in his ears and the breathy moans she was letting out between words.

"He's busy."

Chuck figured the best way to salvage this situation was to resume control. Unfortunately, he couldn't do that until he was finished. He redoubled his efforts.

Sarah whimpered and Chuck smiled.

"No, you can't talk to him." Sarah groaned and her body tensed even more. "Why not? I told you, he's busy!"

Chuck added a finger and Sarah started to shudder.

"Oh God…" Her voice trailed off into a high-pitched whimper before settling into a low purr. "Oh Chuck…" Her thighs relaxed then and Chuck could finally move his head freely. "Making me orgasm, what the fuck do you think he's doing?"

Definitely time to take over. He scrambled up the bed and plucked the phone right out of Sarah's hands. She looked thoroughly sated and relaxed, so she put up no fight when he jumped off the bed and started to pace around the room. He had to get away from her if they ever had any hope of escaping the hotel room.

Carina was letting out a string of profanities, obviously still thinking she was talking to Sarah. Chuck cleared his throat and said, "Carina, it's me."

His best friend immediately cut off her tirade. "Oh." There was a pause and he knew she was probably reining in her temper. "Finally decided to stop thinking with your dick, huh?"

The scorn and contempt in Carina's voice made him shut his eyes and sigh loudly. He knew that he deserved that. "Carina, look, I'm sorry, okay? I don't know—"

"You know you just went where like every man has gone before, right?"


"I mean, Jesus, who knows how many diseases she probably has. We're going to have to get you tested now, and get you started on antibiotics, and—"

It was his turn to interrupt her. He didn't mind when she was being derisive toward him, but talking about Sarah like that was out of line. "Carina, stop!"

She stopped talking with a grumble, continuing to mutter invectives about Sarah under her breath.

He rolled his eyes. "Are you finished yet?"

"For now."

"Good." He watched Sarah stretch languidly on the bed and momentarily lost his train of thought. He had to shut his eyes to concentrate. "We'll be out in 30 minutes. I mean it this time. We just have to shower."

"Yeah, like that'll speed things up."

"Separately," he added in exasperation. Sarah pouted at that, but if they didn't shower separately, they'd probably never leave the room.

"30 minutes, Chuck. I swear if you're not downstairs in 30 minutes, I'm going to have Casey kick down the damn door and I'll drag you right off your skanky whore myself."

And then she hung up before he could even think of a reply.

"What crawled up her ass and died?"

He frowned at Sarah and placed his phone back on the nightstand. "We were supposed to have left 45 minutes ago."

"So? You'd think it's the end of the world or something." Sarah leaned on her elbow, utterly unconcerned about her nudity. She flicked some hair out of her face. "Christ, it's not like I haven't spent hours in a hotel room with a mark before. Fulcrum's not going to think anything's wrong."

Chuck froze. "Is that what you think, that I'm a mark?"

Sarah's eyes widened and she bolted upright. "No!" She shook her head repeatedly. "No! Never. I would never…I mean, no, of course not. You are so much more than that to me. I was just saying—I just mean—I don't know," she ended rather pathetically.

Chuck didn't know what to say. He wanted to believe her, but at the same time, he remembered her file. Treating him like a mark, playing him, faking everything to lull him into a false sense of security, allowing her to manipulate him, all of it fit her MO perfectly. He closed his eyes and took a breath.

"Chuck, you believe me, right?"

He gathered up all those negative thoughts, every single one that said that what he and Sarah had wasn't remotely real, that it was all an act, that he wasn't different, and he tried to lock them away. He had to trust that Sarah was being honest with him. It was only fair. He had done things since the first day they met to manipulate things in his favor. He had lied to her at times, hid the truth from her, and used her own feelings against her to make her do what he wanted. Sure, it had all been done for her benefit, he had to believe that, but that didn't make it any better. He couldn't very well get upset with Sarah for doing the same thing, could he?

But it's not the same, he argued with himself. What just happened, that was real.

And he never tried to take advantage of her.

Anytime they touched, kissed; it all meant something to him.

Did it mean anything to her? Was she even capable of developing meaningful connections and feelings? She was broken, he knew, maybe in some ways irrevocably. Could they even have a real relationship someday? Would she ever be able to care for him as much as he knew he could someday care for her?

He shook his head. No. Stop. Stop doubting her, he ordered himself. The way she had kissed him, looked at him, there had been something there. That indefinable look he had seen in her eyes, he was sure now that was how she really felt: a swirling mass of confusion, but real emotion nonetheless.

"Chuck, please tell me you believe me." He could hear her voice waver, the slightly high pitched cadence that let him know she was on the verge of panic. "Come on, Chuck, you know I would never do that to you. You have to believe me."

He opened his eyes and saw her standing on her knees, her beautiful eyes beseeching him to trust her. She looked like she wanted to rush over and wrap him in her arms but was too afraid how he might react if she did.

The smart thing would be to take a step back. Things were even more dangerous now than they should be. In many ways, sleeping with Sarah had been a mistake. It didn't feel like a mistake and he would never say that out loud, certainly not to her, but in the cold fringes of his brain where only logic resided, he had just horribly complicated their dynamic at a time when complications were likely to lead to somebody getting dead.

But he couldn't step back. The fear and desperation in Sarah's eyes made it impossible to even seriously contemplate putting some distance between them. Besides, he didn't really want to.

So he took two big steps and pulled Sarah into his arms. Her arms wrapped so tightly around him he could hardly breathe. He rubbed her back slowly and she moved even closer. "I believe you."

She relaxed at his words and her grip loosened. She pulled her face away from his chest to look up at him. "Thank you. I know I'm horrible at this—at this kind of stuff, and I'm going to screw up a lot, but please, Chuck," and she was looking at him with those pleading eyes of hers again, "you have to believe that I will never think of you like a mark. You're Chuck."

Chuck wasn't exactly sure what to take from that, but he nodded his head smiled gently. He kissed Sarah's forehead and grabbed her hand. "Come on, we should get ready."

Those wide eyes quickly turned mischievous. "I thought we had to shower separately?"

"I can control myself if you can," Chuck said.

Sarah stopped following him. "Oh." Her hand dropped from his and when he turned to look at her, she grinned. "What if I can't control myself, huh?"

Chuck groaned and stared at Sarah in disbelief. "Are you serious? How are you not completely exhausted?"

Sarah scoffed, still grinning. "Please, I got another hour or two in me easy." She patted him on the stomach and sauntered past him into the bathroom..

Chuck whimpered in fear, and admittedly, arousal. She was going to kill him. He was positive of that. Not Fulcrum, but Sarah Walker would be responsible for his death.

She popped her head out of the bathroom and looked at him expectantly. "Well, come on, I thought you wanted to save time?"

Damn, well, who was he to say no to efficiency?

# # # # #

Chuck was still drying his hair with a towel when Sarah mercifully finally started to get dressed. He had never met a more distracting woman in his life.

Of course, for her, getting dressed took all of about 30 seconds as she just had to slip her dress back on. Still, the relief he felt when temptation was no longer quite so tantalizingly close was palpable.

She must have seen him watching her because she smirked in his direction and fluffed her hair a bit before gathering it in a tight bun. "Don't worry, Chuck, tonight's not the only night we'll be doing this."

Chuck gulped and blushed, but he couldn't deny the thrill that shot through his veins at Sarah's words. "It's not?"

"Chuck," Sarah said with a patronizing slowness, "there are six other days in the week. What do you think we'll be doing then?"

The room was silent, except for a slight rustling sound as Sarah re-applied her wig. He tried to process what Sarah had just said, but only one thing came to mind: "You're going to kill me."

"Yeah, but what a way to go, huh?" She grinned at him and walked over to pull him down for a quick and dirty kiss that left him breathless and momentarily dazed. "Now come on, we better get out of here before Carina comes tearing down the door."

Sarah picked up her purse and opened it. Her whole body stiffened. "Oh shit," she said.

Instantly on alert, he twisted to face the door. Was somebody trying to break in? He didn't hear anything. Damn, he wished he was armed. He figured Sarah was, but still, it would have made him feel better if he had something to defend himself with. "What's going on?"

Sarah pulled something out of her purse. She looked at him sheepishly and offered him her hand. "Um, I was supposed to give you this as soon as I could and I guess I kinda forgot."

A piece of cool metal landed in his palm. When he saw the St. Christopher medal dangling in the air, reflecting dully the lights of the hotel room, he felt his stomach drop.

Bryce had given Sarah his medal.

That meant Bryce was in trouble.

It meant he didn't have much time.

Next chapter: Is there even any point in me telling you what happens in the next chapter, considering how often I change my mind? Well, currently, the plan is to finally get a look at Chuck and Bryce's past. The operative word there being currently. Who knows if that's what will actually happen.