This story demanded to be written. Starting out, it was supposed to be short, super short. I'm pretty sure it is my longest oneshot. Any who, I wrote this over a period of about a week, in at least three notebooks, on my tablet, and finally on my laptop. I hope you guys enjoy it.

takes place after season 5, ignoring the season finally.
warning: major character death...almost everyone dies...i'm sorry.

an: i don't own any of the characters except Jace Riddle.

please review!


The first thing Eliot noticed as he slowly regained consciousness was the telltale beeping.

The second was the handcuffs.

And for a moment he had the strangest sense of Deja Vu, handcuffed in a hospital after an explosion. The heart rate monitor spiked as he remembered why exactly he was in the hospital and why this time would be so very different from the last time.

"I think he's waking up. You should probably wait outside." He heard a soft female voice whisper.

"He ain't going anywhere. Jim here is almost as paranoid as I am." Eliot said without opening his eyes.

"It's not paranoia if it's true." Sterling responded, the usual cold ness not in his voice.

"Why don't you give us a moment?" He added to the nurse.

Once the door was closed behind her sterling moved closer to the bed, careful to stay out the injured man's reach.

"How'd you know it was me?" Sterling asked.

"Where are they?"

"Spencer-" Eliot took a deep breath.

"Where are they Jim?"

"I'm sorry Spencer, they're gone."

"I want you to listen real close, you hear? If I find out you're lying to me, trying to play me-" he started, eyes hard and cold as steel.

"They're gone Spencer." Sterling interrupted not unkindly.

"I will hunt you down and I will kill you in the most painful way I know how." He continued as though Sterling hadn't spoken.

"They didn't make it, none of them. Do you remember what happened?"

"Someone blew up Lucille." Eliot replied after a moment. "Again."

"Again?" Sterling asked.

But Eliot didn't answer, just stared at the wall behind Sterling, expression unreadable.

"What time is it?" He finally asked.

"You've been out for 26 hours."

"Not what I asked." Eliot growled.

"It's 7:21. Why?"

Eliot nodded then stopped himself, hoping the pain behind his eyes was a headache, not a concussion.

"I need a pen and paper."

"What for?"

"You want their wills? I somehow doubt you're gonna let me go get them." He bit out.

Sterling nodded and pulled out a notepad and pen.

"You've got a dangerous look in your eye." He commented as he handed over the pen and paper.

"You know, I've met a lot of people since joining Interpol. One of them even knows you." He continued when Eliot didn't comment. "Nice Italian lady by the name of-"

"Don't need her name." Eliot cut him off.

"She said she met you, back when the team took down Damien Moreau. Said she wasn't sure who scared her more, you or Nate. Course I told her she should definitely fear Nate more."

"She tell you why I scared her?" Eliot asked in a low voice.

"Said you'd picked up a gun and killed 14 men and came out of a kill box without a scratch. Not sure if I believe her." He answered, eyeing the injured man.

Eliot looked up from his writing and met the Interpol agent's eyes, but didn't say a word.

Sterling nodded to himself, finally receiving confirmation. "She described the look you had just before you walked out to face those men. Gotta say, description looks a lot like the one you've got on now."

"You got a point to this story?" Eliot asked with annoyance heavy in his voice.

"Don't do something you'll regret Spencer."

Eliot looked up again, had he been able to feel anything besides rage at the man who'd killed his friends, his family, he would've been surprised.

"Didn't think you thought I was capable of such a thing."

"They wouldn't want you to kill for them." Sterling tried again.

"Who says I'm doing it for them."

"You realize you just admitted to planning a murder to an Interpol agent."

Eliot ignored him, not bothering to comment on the fact he hadn't admitted to murder, and handed over the paper he'd filled out with information on where to find the wills of each member of Leverage Incorporated and how to get to them.

"I'll have an agent retrieve these." Sterling said with that tone in his voice, the kind understanding voice that spoke of a shared loss. Nate had been his friend for a long time but Eliot didn't care, Nate was his family, not Sterling's.

Eliot closed his eyes again, he had plans to make and that would be much more difficult with Sterling in the room.

"Do you know who did this?" Sterling asked after two minutes of silence.

"No."

"What job were you working when it happened?"

"We weren't." Eliot growled because this fact pissed him off to no end. "We were going to Sophie's play. Hadn't done a job in a week and the next one wasn't gonna start til Tuesday."

"Who could've done this?"

"Anyone with access to C4."

"Spencer, you're not helping."

Eliot glared at the man.

"Go gather their wills, take care of them. Then I'll help you figure out who killed them." Eliot ordered.

As Sterling moved to the door Eliot spoke again.

"And you need to get them yourself. There are certain protections in place to prevent anyone not on a list to access them."

"Protections?"

"Parker helped me with the physical part." Eliot added as a warning.

Finally alone, Eliot began planning his escape, focused solely on getting out of the hospital.

'What we're going to do is get out here together.'

Eliot closed his eyes, shook Nate's voice from his head, and forced himself to loosen his grip on the pen he was taking apart. He carefully unscrewed the pointed end and removed the spring. While straightening the spring he catalogued his injuries, noting that, other than a few bruises and scratches, he was fine.

It took him almost 2 minutes to get out of the handcuffs and he could hear Parker mocking him. It would've taken her less than 30 seconds.

He felt rather proud when he made it out if the hospital in ten minutes though. Even if Parker could have done it in five. Not everyone can fit in an air vent.

He left the stolen car in a Walmart parking lot and started walking.

'ATM Camera to your left' Hardison's voice warned him.

He crossed the street and used the storefront windows to check the camera's location.

Hardison warned him twice more before Eliot made it to the Brewpub. He stopped around the corner and studied the street. Two undercover cops were sitting at a window table. Eliot moved to the back and took the fire escape to the roof.

He grabbed one of Hardison's laptops from the hacker's room and pulled up the security footage. The room was empty.

Eliot had to remind himself that it didn't matter what kind of evidence Sterling had gathered; the members of Leverage Inc. would not be going to jail.

He made quick work of packing a single duffel bag, knowing to grab clothes that would blend in.

Finally making his way downstairs, he checked for any silent alarms before grabbing his supplies. Parker's lock pick set. Hardison's bag of gadgets. The lunch he'd packed for Sophie the day before. Nate's hidden bottle of jack. His own air Marshall's badge. He exited though the back door, knocking out the cop in the alley without a second thought. At least, not he didn't give it a second thought.

'I thought you didn't like hitting cops?" Came Parker's voice, more asking than stating.

He stole a phone from the first person he passed and made his way to the closest airport. It took two searches to find a flight to Italy and Eliot scolded himself for not finding it quicker.

With an hour to kill, he pulled out Hardison's laptop and tried to remember how to get into Interpol's system.

'Look man, I made a program so all you have to do is click the little icon. Remember? Just find the folder and click on Interpol's icon. Geez man, you're hopeless. This is basic-'

"Dammit Hardison. Shut up." He growled, ignoring the strange look he received from the man sitting across from him. It took almost 20 minutes for Eliot to find the information he was looking for and was disappointed when he did. Sterling wasn't lying. He wasn't forgetting the key moment when the team escaped the van just in time.

He forced himself to move to his specific file, noting that Hardison had managed to delete all photos of him from at least Interpol. He changed his status from wanted to dead and deleted everything Sterling and found from the search of the Brewpub. Realizing he only had 15 minutes left until boarding, he found a secluded corner and destroyed the laptop, making sure to crush the hard drive. Then he dumped the pieces in separate trash cans.

He took the emergency exit seat and tried to make himself comfortable while the rest of the passengers boarded.

"Thanks." He muttered, taking the mini bottles from the flight attendant. He poured both into the plastic cup and raised the cup to his lips.

Eliot walked up to Nate as the older man poured himself a drink.

"We need to talk."

"About?"

"We shouldn't be going to this play." Eliot ground out, irritated that Nate hadn't listened to him the first time he'd brought this up. Or the second time.

"We have to, we told Sophie we'd be there."

"She shouldn't be there either, Nate." Eliot insisted. "Flyers for this thing went out weeks ago, with her picture on them. Any one of the many enemies we've made could target us there. Not to mention law enforcement."

"Have you ever tried to convince Sophie into not doing something she wants to? Besides, we'll be careful. Hardison has cameras set up at the theater, Parker stole another police scanner, and nobody is better than you when it comes to security."

"That's because I come at it from both sides." Eliot growled. "And tonight would be the perfect opportunity. We should leave for Maine tonight and start the job early."

"We'll leave tomorrow. How's that?" Nate asked, trying to compromise with his paranoid hitter.

Eliot growled again and stormed off, slamming the door as Nate set his drink down.

"Where the bloody hell are you Spencer?!" Sterling shouted as soon as Eliot said hello. He had a layover in Pittsburgh international and decided to use the opportunity to throw Sterling in a wild good chase.

"Geez, can't a guy take a walk?"

"It's been seven bloody hours!"

"Closer to six and half." Eliot corrected.

"Spencer." Eliot had to stop himself from chuckling, a pissed of Sterling was always amusing.

"How long did it take for you to get out of the panic room? Cell phone jammer would've kept you from calling out and Nate made the riddle for the password."

"Where are you Spencer?"

"Cell phone trace should be about finished. I emailed you their wills. Maggie will get them in 24 hours so make sure you talk to her before she gets them."

"Spencer." The growl was back.

"Flight 747 to London is now boarding. Passengers with boarding passes A, please form a line."

"Gotta go, flight's boarding." He turned the phone off and dropped into a passing teens backpack. They would turn it on when they landed and Sterling would run.

He used the blind spots and crowds to make his way to the opposite terminal. His flight wouldn't be leaving for another half hour.

He bought a bottle of water and forced himself to walk past the cheesy Irish bar. He didn't need alcohol right now. He needed revenge.

It would be an eleven hour flight to Rome, eleven hours to plan how he would ruin the man who had taken everything from him. First stop would be the safe house, take out the second in command slash head of security.

Then he'd go after his real target. Taking him down through his businesses hadn't worked the first time and Eliot didn't have the crew, patience, or mercy to take that route again. Locking him up had worked for a time but was too easy to operate from prison. Eliot should have killed him when he had the chance, any of his chances. But he had tried to be a better person, to not be a killer anymore. He did the job Nate's way, always Nate's way. Now his family was dead because he thought he could be a better man.

'You aren't that man anymore.' Sophie's voice echoed through his mind.

'I might have to be.' He thought back to her.

'You pull that trigger and two men die-the guy you killed... and the man you used to be.' Nate added his two cents, throwing back Eliot's own words.

'I've already crossed that bridge, Nate, I'm already a killer. I killed all of you.'

'Oh Eliot, this isn't your fault. You can't think that.' Sophie's voice was filled with sorrow now.

'Eliot, you're a good man. One of the most honorable men I've ever met. You're not the man you used to be.'

'You're wrong, both of you. This is my fault and I didn't change, you just made plans that didn't require me to do those things. But I never changed. Three years ago I killed thirteen men in that warehouse. Thirteen armed men and I walked away without a scratch.'

"Flight 891 to Rome is now boarding. Passengers with boarding passes A, please form a line."

Eliot, grateful for the distraction, moved to board the plane and prayed that voices in his mind would keep quiet.

"What are you doing?" Hardison nearly shouted when he walked outside to see Eliot underneath Lucille.

"Checkin' for car bombs, what's it look like." Eliot retorted.

"Car- you think someone managed to get past all of my security systems and put a bomb in Lucille?" incredulity rang in Hardison's voice.

"You are the most paranoid man I have ever met, you know that? I mean honestly man, you need to chill out."

Eliot glared as he got off the ground, not willing to argue. He'd been hearing rumors, whispers, that something was going on and it involved the team. It was his job to keep them safe and they were making it harder than ever to do that, which he'd thought would be impossible.

Sophie and Nate walked out of the Brewpub then, probably saving the two younger men from an fight.

"Where's Parker?" Sophie asked, already worried about being late.

"Up here." Parker replied, leaning over the top of the van.

"Woman, what are you doing up there?" Hardison questioned.

"It's comfy." She replied as she climbed down.

Eliot counted to ten before climbing into the van with the rest of the team.

He spent the entirety of the play looking for trouble, growing more agitated as it got later. This was the worst part of any job, and he did consider keeping the team safe a full time job, this waiting for the shoe to fall. It was the same on a con. Something always went wrong, every time. Once shit hit the fan, they could adapt, they knew what they were dealing with. It's the waiting that drove him nuts.

He barely registered the ending of the play, still focusing on finding the threat he knew was there. He stood with the others, body coiled tighter than any spring.

They finally met Sophie in the lobby, the others telling her she'd been great, when he finally spotted the threat he'd been waiting for. A small red bead appeared on the wall just behind Sophie's head.

"Move. Now!" He ordered shoving the team out of the way, towards the doors.

"Comms in. Go to the van. Now!" He commanded before rushing up to the balcony, the only place the shooter could be.

Eliot reached out to stop the hand that had moved into his personal space and opened his eyes to see who had woken him from his nightmares.

"I'm sorry sir, you need to lift your tray for landing." The flight attendant said, her eyes showing how surprised she was.

"I'm sorry ma'am, I didn't mean to startle you." He said, releasing her wrist and lifting his tray.

He stole another car and made his way to the safe house where he would find his first target, the path more familiar than he'd care to admit. It took almost two hours to reach the house, twenty minutes alone was spent on the drive way.

Eliot dug around Hardison's bag of gadgets until he found the one that would disable the alarm system and made a quick pass through the large house before pulling the car into the garage. It wasn't uncommon for a clean car to be provided for men using this house and Eliot knew it wouldn't raise suspicion. After the car was parked and the duffle bag tossed on the kitchen table, Eliot methodically moved through the house to gather the weapons, some of which he'd hidden himself. Only once he was certain he had all of the weapons did he settle in at the table to eat and wait.

"You're early." He called out when the door from the garage opened, revealing a short, bulky man with a shaved head.

"You're supposed to wait forty eight hours after a job before arriving, it's been forty four."

The man who'd opened the door froze, his already pale face became even paler. His hand was frozen on the door knob and he looked ready to bolt.

"Well, get in here already. I haven't got all day." He pulled one of the guns from his bag and gestured for the man to close the door.

"I wouldn't try running if I were you."

'Eliot, what are you doing?' Sophie's voice questioned, reminding Eliot of how his hand had shaken when he'd pointed a gun at Dubenich. They were steady now.

"It's Riddle, right? Jace Riddle?" The man nodded, closing the door but not moving further into the kitchen.

"You killed my team, Jace Riddle. But you made a mistake. Do you know what that mistake was?" Eliot asked, taking a sip from the glass of water in front of him.

"You didn't kill me first." He growled, shooting the man in the shoulder.

"Wait! Wait, you don't want to kill me!" the man shouted, finally finding his voice. It was deep, with a British accent.

Eliot moved to where the man had fallen and crouched beside him.

"You know, I think I do. That's kind of funny, you know? I don't think I've ever really wanted to kill someone before. Not in the army, not as a hired gun, not ever really. I mean, there have been times when I was pissed off and it seemed like a good idea but never have I ever really wanted to kill someone. Especially not in cold blood." Eliot told him as though discussing the weather.

"I can help you. Yeah, I can- I can help you get to-"

"I don't need your help." Eliot interrupted.

"He's not in prison. He broke out. He's in-"

"France. Paris actually." Eliot interrupted again.

Riddle swung then, hoping to catch Eliot off guard. Eliot caught the fist and twisted, breaking the man's wrist. Eliot moved away then, picking up his glass to refill it.

"You really ain't much use to me Riddle." He said, his back still turned.

Riddle stood up, his eyes darting from Eliot and the duffel bag of weapons. He knew if he could get his hands on any of the weapons, he could end this.

"I am going to kill you Riddle. You killed my team, my family. You took away the only reason I had for not killing. I'm just trying to decide if I can you use you first." Eliot calmly told the man, putting his glass in the sink.

Riddle made a desperate dash for the bag, his hand closed around the handle of a throwing knife as Eliot's bullet hit him.

'Bit overkill.' Nate muttered when Eliot shot the man three more times.

Eliot ignored him, it was time to go to Paris.

Eliot rushed up the stair to the balcony, shoving more than one person out of his way, and ignored the voices of his team in his ear. Finally reaching the VIP seating level, he moved to the find the balcony that would provide the right angle for the sighting bead he'd seen.

"Sir. Sir I need you to leave-"Eliot pushed the security man out of his way, he was close.

He knew this was a bad idea, he should have disabled Lucille or offered to drive and taken them to the airport or hell drugged them all, at least then he'd have a peaceful night. Of course Nate wasn't going to listen to him, it was Sophie. But dammit, he knew what he was talking about.

Eliot threw the curtains of Balcony B open, ready for whoever was on the other side to start swinging or shooting.

He was not prepared for the 9 year old with a laser pointer to jump and scream.

Eliot pushed the parents out his way and headed back down the stairs, ignoring the security guards yelling at him.

"Eliot, what's going on?" Nate asked. 'Now he was concerned about the dangers of going out.' Eliot thought to himself.

"Eliot, answer us. I was about to meet a very nice director who could have seriously helped with my theater group and you just shove us out the door with no explanation and run the other way." Came Sophie's complaints.

"Hello? Man will you just tell us what the hell is going on already?" Hardison added.

Eliot walked into the study of the large country side mansion shaking the memories from his mind and dropped his duffel bag next to the door.

"Hello Damien."

"Eliot! What a wonderful surprise!" the charming criminal financier exclaimed as he turned to greet his friend turned enemy, smiling despite the gun Eliot held in his hand. Most people would begin begging for their life at the sight of Eliot Spencer walking into their heavily secured safe house armed with a gun but then, Damien Moreau had always believed himself above such things.

"Are you here to kill me Eliot?"

"Are you here to kill me Nate" Ian Blackpoole had asked in the same tone. Eliot tried not to see the parallels.

"I haven't decided yet." Eliot answered honestly. Riddle had killed his family, he had to die, but Moreau, Moreau had ordered it and Eliot wasn't sure if he'd rather see the man rot in prison or six feet under.

"I see. Well, allow me to sway your decision." Damien replied with a smile as he moved to the fridge.

He passed Eliot a beer and poured himself a scotch.

"You've come all this way and you're not sure if you can finish the job." He tutted. "You've gone soft, my friend."

"I'm not the same man I was when I worked for you Damien."

"With. You worked with me, never for." He corrected softly. "And we both know you haven't changed too much. If you had, I wouldn't be looking for another head of security. Again."

Eliot took a swig of his beer, not quite able to meet the eyes of the man before him, knowing they wouldn't be angry or disappointed but rather proud and amused.

But the man did have a point; Eliot hadn't changed, not really.

"You do seem to have a problem with the men I've chosen for the job recently." Damien continued conversationally.

"You ain't helpin' your case." Eliot growled, taking another drink.

"Did you come here to kill me?" Moreau asked again.

"I shoulda killed you in the hangar, could've stopped all of this." Eliot growled, readjusting his grip on the gun.

"But you didn't. You let Nathan Ford stop you. Why?" he asked, sincere curiosity ringing in his voice.

"Lapse in judgement." Eliot retorted gruffly.

"No. No I don't think so. I think you truly believed that he could take me down, what you could be anything but what you are."

Eliot didn't respond, just shifted his grip on the gun again.

"White never was your color my friend." Damien said, the smile slick as oil never leaving his face.

"Trying to convince me to dig out my black hat?" Eliot countered, growing more irritated with that smile every second.

"On the contrary, I don't think black is quite your color either. No, there was only one color that's ever suited you." Damien declared, moving closer to put a hand on Eliot's shoulder.

"Your color has always been red, just look at your hands, they are covered in it. You don't bother with right and wrong, black and white. You just kill when you're given a target. That's your skill, Eliot, your purpose. You're not some body guard and you have so much more potential than tracking down baseball cards and Mickey Mouse snow globes." Damien stepped back and shook his head.

"Don't waste your potential my friend. Come back to me, we can move past your…vacation."

"Vacation?" Eliot scoffed. "I helped lock you up. I used every bit of information I had on you to make sure we took you down. And you want me to come work for you again?"

"With me Eliot. And yes, because you didn't use 'every bit of information'. Not the safe houses on San Lorenzo, not the accounts I used to pay you, not the security measures, not even the ones you implemented. The only assumption I can make is that you didn't want to take me down."

"We didn't need to use any of that. We went at the campaign, not you." Eliot defended.

"Hmm."

Eliot shifted his gun hand again.

"Tell me this, Eliot. Why haven't you killed me yet? You've had quite enough time."

"I'm still debating locking you up again." Eliot replied, taking another drink of his beer and not entirely certain why he was drawing this out.

"Or perhaps debating working with me again?"

"That will never happen." Eliot growled.

"Don't tell me that that pathetic group of misfit-"Damien started, finally losing his temper.

"Would you hurry up already?" Hardison bitched into his ear.

"I'm almost there, quit yer whining." Eliot growled back.

"What were you checking out anyway?" Nate asked, trying to prevent an argument before it started.

"It turned out to be nothing." He answered vaguely.

"Eliot?" Sophie probed.

"It was a kid with a laser pointer." Eliot growled.

"Oooh better run away. He might blind me." Hardison snarked.

"Ow! What was that for Parker?"

"Would you two knock it off?" Nate interrupted.

"Eliot where are you?" Sophie asked, ready to be out of the van already.

"I'm like two cars away. Relax."

"Finally." Hardison muttered.

Nate closed his eyes and let out a deep sigh. Looking back, Hardison had already opened the back doors for Eliot. Nate started the van and turned to Sophie.

The explosion echoed in Eliot's head and made his ears ring, the smell of gunpowder breaking him free of his memories.

Damien dropped his glass of scotch and fell to his knees, clutching his stomach. He looked at Eliot, surprise written across his face.

"You missed." He gasped.

"No, I didn't." Eliot set the gun and now empty beer on an end table.

"I shot you in the stomach. Without medical attention you'll die, eventually." He moved to the drink table and poured himself a scotch.

"You killed my family Damien, did you really think I'd ever consider working for you?" He raised his glass towards the dying man before knocking it back in in one swallow.

The voices in his head were finally silent.


AN: You have no idea how close Eliot came to working for Damien again! I might have to write a different story about Eliot ending up with him again. Moreau just wasn't convincing enough this time. but seriously it was closer than || to happening.

please review! they make my day and i love to hear feedback!