SUMMARY: Sarah and Jill must team up and work together in order to save and protect Chuck – which leads to some interesting conversations and confrontations. This story takes place some time in the second half of season two of "Chuck."

DISCLAIMER: I don't own "Chuck," some other people own Chuck. But when I recall some of the things that they did in the first 2/3 of the third season, I don't think they deserve to own "Chuck." Then when I think about some of the things they did in the last 1/3 of season three and all of season four, I change my mind and think they do deserve to own "Chuck."

PROLOGUE: - Rude But Not Lewd Awakening

Chuck Bartowski opened his eyes.

Upon doing that, his first realization was that he didn't feel very good. He had a headache – a really bad headache. So bad that merely opening his eyes caused the headache to make its presence know by drilling pain into and, it seemed, far out of and beyond his forehead and eyes. Gritting his teeth to stifle a groan, he jammed his eyes shut and stayed as still as possible, hoping that the wave of pain would subside.

God, that hurt, he thought. The fact that it was now possible to form a complete sentence told him that the pain had faded away and he tried to recall what he had done that led to all of this.

The obvious answer – drinking. Had he gone to a party or bar-hopping and gotten drunk? So drunk that he was now lying on his back with his eyes jammed shut trying to avoid the pain of a hangover? He couldn't remember doing that. As a matter of fact, he couldn't remember much of anything. Thinking was still kind of difficult.

He opened his eyes slowly, trying to avoid another onset of pain, and naturally, in his current position – lying on his back – he saw a ceiling. A very unfamiliar looking ceiling.

Where am I? he wondered.

His eyes slowly darted around. It was slightly dark in wherever he was but he could still make out his surroundings. He was in a bed but not his bed. OK, unfamiliar ceiling and unfamiliar bed. Definitely not at home, he concluded. He tried to sit up and get a better look. And that rammed home the second realization – he was not alone. Wherever he was and whatever he had gotten himself into, someone was with him. His head had hurt so much and he had been so out of it, that it didn't really register with him that someone was pressed against him…on him…all over him.

His eyes glanced downward and he immediately saw blonde hair. Sarah! he thought happily. There was no mistaking that blonde hair. He'd recognize it anywhere. Chuck lifted up his head a bit more so that he could get a better look at her. Sarah was asleep and pressed against his right side and had her head on his chest, just under his chin. Her right arm lay across his chest and up to his shoulder which was clutched by her hand. And her right leg was over and around his right leg.

He leaned his head back against the pillow and almost shook his head in bafflement until pain reminded him not to. How could he not notice Sarah lying next to him until now? Then he couldn't help the big smile that broke across his face. Waking up in Sarah's arms was hardly anything to get upset about. Heck, it's cause for celebration, Chuck thought, I'll take waking up like this any day!

He glanced around the room again. Not at home nor at Sarah's hotel room. Hospital? he wondered. No, not a hospital room. This wasn't anything like a hospital room. He looked to his right and could see some furniture, furniture that he didn't recognize.

Then a word came to his mind. A word that both excited and frightened him. Did he dare even think of that possibility? He glanced around the room again, trying to make out what he could in the darkness. The furniture, decorations and décor confirmed that word that kept straying into his thoughts.

Motel…I'm in a motel room…I'm in a motel room with Sarah…I'm in a motel room bed with Sarah…I'm in a motel room bed with Sarah wrapped all around me….

He kept trying to remember how he might have gotten here but his thoughts were still jumbled and confused. What was I doing before this? What happened?

He glanced down at Sarah and started to shake her awake so that he could ask her what happened but then hesitated. Seeing the look of peace and relaxation on her face as she slept stopped him. With the life of a spy, Sarah Walker rarely had moments like those. But Chuck could see all of that right now and more as she lay there. It also pleased him that she looked like that while wrapped up with him.

Wait a minute! Peaceful? Content? As in satisfied? Did Sarah and I? Did we?

The thought of what might have happened, of what exactly he and Sarah had been doing in a motel room before he woke up just now occurred to him. Did he dare think that? Could it have happened? Could he and Sarah, as Casey would have put it, done the horizontal mambo?

And why am I thinking about Casey right now? Chuck groaned internally.

He glanced downward again and could see that he had on his clothes and so did Sarah. And we're on the bed not in the bed under the covers, Chuck added.

He felt more relief than disappointment. If anything more than sleeping had occurred between him and Sarah, he would have definitely wanted to remember every second and detail of that. But as he glanced again down at Sarah's sleeping form and took in every inch of her beauty, he seriously doubted that he could forget about such a moment with her.

He kept looking at her face, enjoying the sight. She still slept and still looked so peaceful. He hated to move and awaken her but he really needed to find out what was going on. Maybe, just maybe, he could get up without waking her and take a look around and then figure out all of this.

He doubted he could do that. CIA Agent Sarah Walker's senses were extraordinary. But Chuck decided to try. He started to move and roll toward his left, away from Sarah.

Much to his surprise, he couldn't move. Something blocked and prevented him from moving in that direction. And that led to a third realization – he and Sarah were not alone. There was someone else with them.

Chuck had been so delighted at waking up and finding himself with Sarah that he had just assumed that all of what he felt pressed up against him and wrapped all around him was all Sarah. But now he realized that there was a lot more than Sarah wrapped around him. And that the hand clutching his left arm did not belong to Sarah. Someone else was on bed with him and the CIA agent. And that someone was cuddled up against him on his other side, he realized.

With great dread and trepidation, Chuck turned his head to the left to see who.

Please don't be Casey, please don't be Casey, he prayed.

It was not Casey. Not even close. Wrong face, wrong shape, wrong sex to be Casey. It was a woman and even though brunette hair covered her face, Chuck had no trouble recognizing her. He'd know this woman anywhere.


Jill – his ex girl friend who broke his heart back at Stanford, the girl he briefly dated when she came back into his life a few months ago, the girl who turned out to be a Fulcrum agent and tried to kill Sarah, and the girl he was supposed to meet with – wait, meet with her? Yes, he was supposed to meet with Jill, he realized. That was it, that was the last thing he remembered. He was supposed to meet with Jill and then…then what happen?

He dropped his head back on the pillow and stared straight up at the ceiling, trying to decide if this was a dream or a nightmare. The last thing that he could remember was that he was supposed to meet with Jill. The meeting was about to take place and then there was that attack and then….

What happened after that? Chuck thought frantically.

He couldn't remember. He shook his head in frustration and a groan escaped from his mouth. Somehow, some way, he had ended up in a motel room, on top of a bed with both Sarah and Jill wrapped all over and on him.

Don't freak out! he told himself.

But he did.

"Holy crap!" Chuck exclaimed out loud.


ABOUT THIS STORY: I started writing this story after season two of Chuck ended. Then season three started and then Shaw started and I lost all enthusiasm for writing Chuck fan fiction. Then Shaw got killed in Paris and season three got better. And then season four was a big sigh of relief. So things were much nicer then. After that, while going through old files, I came across this story. Honestly, I'm still not sure about it. But I decided to go ahead and post the opening chapter. What do you think? Do you want to see more? Please review!