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A Kate/Richard fic.

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Disclaimer: Nope, don't own Pan Am.

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A/N: I absolutely fell in love with this show after the first episode! I initially started watching it for Christina Ricci, but found myself enjoying Kate's character so much better. I love the CIA courier aspect of it, and LOVE the actor they got to play Richard; he definitely needs to be in more scenes.

Anywhoo, this is my first of (hopefully) many Pan Am fics.

I hope you guys like this, I know I'll love writing it.

As always, please read and review, I live for feedback!

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She closed the door to the apartment quietly, letting out a long exhale of relief. "Safe at home," she whispered, leaning her forehead against the solid door.

"Was there a problem?" a deep, familiar voice asked.

Kate gasped in surprise, clutching her chest fearfully as the lights were flicked on. Her hand gripped the doorknob, and she would have attempted to flee if the familiarity of the voice hadn't settled in. Her head whipped around, and she set her gaze on the intruder.

He was dressed in a dark-grey suit, a coal-black tie, with his hat tilted just a little to the side. He was leaning against the wall between the hallway and the living room, his arms folded over his chest, one leg straight while the other crossed ankles, bending into the casual stance. He looked completely at home, though he had never been invited in.

"Richard!" Kate breathed out, her voice a mixture of alarm and relief.

"Kate," he replied, his own voice even and composed.

"What are you doing here?" she asked, stepping away from the door. She dropped her large, blue purse beside the front door, pulling her tiny hat off her head.

"It seems your last assignment didn't go as smoothly as we would have liked," Richard replied, pushing off from the wall.

Kate's eyes widened drastically. "That wasn't my fault! I - I can't control when some insane m-man c-c-comes onto the plane and st-starts waving his g-gun around! I - I still got the job done, dammit!" She was shaking when Richard moved forward, and wrapped his arms around her.

"It's okay, Kate,," he spoke softly. "I didn't come here to bust your chops."

Kate snorted despite herself. "That would be a first." She clung tightly to him, digging her fingers into his shoulder blades and burying her head into his sturdy shoulder.

"Tell me what happened," Richard urged, slowly rubbing small, soothing circles against her back.

And she did. She began the terrifying tale while trembling in his arms, and ended up on the living room couch with a glass of wine. She told him all about the man in 32C who had, forty-five minutes after take-off, while they were flying over the Atlantic Ocean, pulled a gun out of his carry-on bag, and tried to take down the plane. She told him about the two passengers who had been killed, the three who had been wounded, and the co-pilot who had taken a round to the shoulder whilst trying to protect Maggie. She ended the tale with her confirmation that in the midst of the chaos, she'd managed to plant the tracing device in the target's briefcase - without him noticing anything amiss.

"How did you manage that?" Richard wondered, taking a generous sip of his wine.

Kate, much more relaxed after her second serving of wine, replied with a coy smile, "I relied on his male-bred gallantry to work against him."

Richard furrowed his brow, urging her to explain.

"I played the damsel-in-distress card," she divulged. "I dove into his seat, and allowed him to busy himself with protecting me from the big, bad, gun-toting man. He was too busy trying to shield me - the terrified stewardess - to notice my wandering hands.

Richard's eyes flared in amazed disbelief. "Really?"

"Oh, yes," Kate nodded. "He was surprisingly gentlemanly."

Richard took another swallow of wine before setting the glass down on the coffee table. "I'm not sure I buy it," he told her, his pompous, New Yorker accent present and thick. "You, a damsel in distress? Anyone who's known you for thirty seconds wouldn't believe it."

"Are you disparaging my theatrical talents?"

Richard grinned his cocky grin. "I'm saying, I think you'll need to prove it. A demonstration, if you will."

Kate scoffed dramatically, jutting her chin out. "And if I will not?"

"Well, I'm afraid I'll forever be in doubt of your abilities."

The challenge was issued clearly, and Kate was never one to back down from a challenge. She took a slow, purposefully dainty sip from her glass, set it on the table, and then turned her eyes back to Richard. She reached up and pulled her red locks free of their bindings, placing the pins on the table. She was just reaching down to take off her shoes, when she suddenly sat up straight, staring at the front door. "Did you hear that?" she asked, her voice low and rushed.

"Hear what?"

"I heard something at the door," Kate informed him, staring at the object in question with a worried expression, her body tense.

"I didn't hear anything," Richard replied, his interest peaked. He was sure he hadn't been followed, and as of yet, no one would have reason to follow him to Kate's apartment. He knew her sister didn't live here anymore, and if it was her, she would have called first, or knocked.

"I just heard it again!" Kate gasped, the shock and fear evident in her voice.

"I'll check it out," Richard told her, oblivious to task he'd charged her with mere seconds ago. He began to rise from the couch.

Kate reacted instantly, grabbing his arm with lightning speed, and an iron grip. "Don't leave me!" she rasped out, pulling him back to his seated position on the couch. She threw herself into his arms. "Oh, god, what if it's a robber? Or a spy? What if it's someone coming to kill you? Oh, Richard! Please don't leave me alone!" Her eyes clouded with tears, trembling against him.

Instinctively, Richard held her tightly in his embrace, wondering if he'd be able to get at his gun from their current position.

"I'm so scared!" Kate whispered against his neck. "I know I was trained for these kind of situations, but I just don't think I can handle it!"

"Hey, don't worry. I won't let anything happen to you," he promised her.

Kate sighed, leaning away from him. She perched herself on his thighs. "As I said," she began, a self-satisfied smirk on her face, "male-bred gallantry."

Richard blinked, sagging in his seat. "Damn."

"Oh, and that's not all. Check your inside pocket," Kate added, crossing her arms over her chest.

Richard squinted suspiciously at her, slowly moving his right hand into his left-side inner pocket. He paused, gazing at her in surprise, and then pulled his hand back out of his pocket. He slowly opened his hand, revealing one of the pins she'd taken out of her hair. "You planted this on me?" Richard asked her, incredulous and impressed.

Kate leaned forward, placing one hand on the couch behind him to prevent herself from falling. A few inches separated their bodies, and she replied cockily, "Now, what did you have to say about my theatrical talents?"

Richard pursed his lips, meeting her eyes with unbridled humor, and just a little bit of pride. "I clearly underestimated your ... talents."

Kate smiled widely at that, allowing the moment to sink in. Her smile faded, however, when the proximity of their bodies became apparent to her. Her eyes were drawn to the half-grin on his lips, and watched with an increasing heart rate as his lower lip twitched. "Oh," she whispered, not realizing she'd spoken.

"Kate?" Richard wondered, his own voice lower.

Kate blinked, beginning to pull away from him. "I - I'm sorry. I didn't mean to -"

Richard stopped her with a firm, yet surprisingly gentle, grip on her arm, stopping her before she could extricate herself from his lap. "Wait," he whispered, looking into her frantic eyes.

"Oh, god, don't make this more awkward than it already is," she pleaded, trying to pull away.

He countered her movements, succeeding in pulling her back towards him. He was far stronger than her, and she ended up flush against his chest. Kate began to blush in earnest, pulling away enough to meet his eyes. "Why does it have to be awkward?" he asked her, his voice soft and warm.

Kate swallowed impulsively, her eyes flickering between his eyes and his lips. "Richard ..."

Whatever she intended to say, he never let her finish. Throwing caution to the wind, he tugged her that extra inch closer, sealing the gap between their lips.

Kate reacted immediately, sucking in a gasp of air. The movement opened her mouth for him, and he flicked his tongue once against hers, tasting her. Kate's fingers dug into his suit jacket, squeezing the material tightly. She'd been kissed before, but never like this.

Sensing her hesitation, Richard pulled away with great effort. "Tell me to stop, and I will," he told her, the desire evident in the thickness of his voice.

Kate knew she should tell him to leave. This could cause all manner of problems for her, not just strictly related to her job as a courier for the CIA. She hated when things got messy, and her relationships always got messy. She refused to let her heart get the best of her. Despite having all this knowledge, Kate couldn't bring herself to form the words. She could only stare back into his hopeful, lustful, gorgeous eyes. He grinned that attractive little half-grin of his, and she was gone.

Placing a hand on either side of his handsome face, Kate slowly lowered her lips to his. Her eyelids fluttered shut, and she let herself get lost in the moment.

Consequences could wait until the morning. Tonight, she just wanted to forget about everything that happened, and let loose. Richard was the perfect man for the job. She didn't protest when he led her to the bedroom, and in fact took great pleasure in watching him divest her of her many layers of Pan Am regulation uniform.

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The end.

Well, what did you guys think of that? Like it, hate it?

Reviews are appreciated, flame if you must, but constructive criticism is much more useful.

Until next time ...!