A/N: This takes place sometime before Chuck gets the Interscet 2.0. Just a heads-up: it's AU, and there is a character death in this, with a bit of violence.


Chuck knew what fear was.

It was simple feeling of nervousness and dread, and he had gotten used to it throughout his lifetime. From his fear of needles, starting at a young age, then there was bullies through middle school, now spies and other bad guys constantly threatening his life.

But there was always something to protect him. Needles were inevitable in life, he quickly learned to accept them, even if he didn't like them. Morgan and Ellie were always there to help when he was being teased. And he had Casey and Sarah as his handlers.

Except they couldn't protect him now. Casey was currently being restrained by two minions of the latest villain, and Sarah was being held by the baddie himself, a gun pointed to her head.

Chuck took a deep breath and slipped a hand into his pocket, and pulled out a small usb plug.

"Look, I have this, and just let them go, or might have to drop it," Chuck said, feigning fearlessness He moved his hand to he was holding the usb plug over the side of the bridge they were standing on, above the rushing waters.

"I don't think you're in a position to be making commands, Mr. Carmichael." the man said, a strange grin on his face.

"I swear to God I will drop this if you so much hurt a singe hair on either of their heads." Chuck said. He began to feel the fear creep out of him. Sarah and Casey's lives were at stake, and being scared was not going to help them at all.

"Well it's a good thing that I was sent to destroy that, not to reclaim it." The man moved his gun. "Goodbye, Mr. Carmichael."

It was over and done with in a few seconds. Chuck felt a sharp pain in his chest, and he felt himself falling.

The man and his underlings quickly left the scene, leaving Sarah to race to Chuck's side and Casey to look over the bridge in search of the usb plug that had fallen out of Chucks hand.

It was only until he saw the taunting red liquid spill out of his chest did Chuck realize that he'd been shot.

"Casey, get the van!" Sarah shouted as she knelt by Chucks side. Casey silently complied.

"D-don't worry, Chuck, every thing's gonna be okay, you-"

"Sarah, calm down," Chuck said softly with a chuckle. It wasn't often that he saw this side of Sarah, the worrying, caring side that made her seem like a different person than the spy she was.

Despite having a bullet in his chest, Chuck wasn't freaking out like one would expecting him to be. He handled himself quite well. Though, he had the strange feeling like something, something dark and light, just altogether vague, was coming and trying to take him from Sarah an Casey. His vision began to get blurrier, and he knew that that thing was getting closer.

"Look, I need to say something," he managed to choke out.

"No! You're going to be okay-" Sarah protested, although she knew what was coming as well as he did.

"Sarah," he interrupted. Sarah looked at him with tears in her eyes, most defiantly not the cold spy he saw moments before.

"I, um, well there's no point in beating around the bush any longer. I love you, Sarah Walker." He said, his voice getting softer.

Sarah leaned down and placed a soft kiss on his lips, a real kiss, unlike the fake ones they had shared for their cover. It lasted a few seconds, and then Sarah pulled back slightly and was afraid to open her eyes.

She knew she had to though, and when she did she saw that Chuck's eyes were closed, and he was perfectly still.

He was gone.

The van pulled up and Casey jumped out of the drivers side, ready to escort Chuck to the hospital when the sight of Sarah crying over Chuck's body met him. He paused for a few moments, in silent respect for the Nerd Herder.

The only thing to break the silence was a small whisper, said by Sarah.

"I love you too, Chuck.