Wow. This was longer than I expected to write :P Lol, I've started a bit on the second part of Puppets but I really had to write this one for some reason. There's a little bit of Sam/Scam here and there is a Clover and Scam friendship kind of thing. Lol, I just wanted them to get along for some reason.

Disclaimer: I own nothing. If I did, I'm air Totally Spies again and shove Tim Scam in there more...

Clover couldn't believe her eyes.

She couldn't believe her beautiful, crystal blue eyes that boys swooned over; what she was seeing.

She literally couldn't believe it.

She, Sam, Alex and Jerry were standing in the middle of the Prison Facility. They were discussing about what they should do about the massive growth of villains there were roaming around. Apparently, the prison cells were coming too full and Jerry had the half mind to start on building another prison facility. But there weren't any isolated islands that WOOHP could use.

Clover was slightly irritated with how dim WOOHP was at times. They can build a huge building and tunnels that defy the laws of physics. They've got helicopters and jets and technology that by-pass the government – and they can't even get the money to build or find an island for another prison?

Clover was starting to wonder if Jerry was more stupid than she was. Of course it was simple logic – or that's what Sam always says.

Oh god, can they take any longer? I need to get to the mall!

Clover couldn't help but think angrily about all the shopping time they were wasting.

Hello! There was a freaking sale in the mall today!

She needed to get there before annoying mission popped up and ruined her chances of getting a new skirt for her date this Friday. She rolled her eyes and sighed at her friends – hoping that they'd quickly wrap this up.

Her crystal coloured eyes roamed the prison cells. Glares faced her every time she looked through the glass, secretly saying that they'll get her for this.

She scoffed inwardly, if they were going to get back at her, why didn't they do it already?

Exactly.

Clover's mind start running a thousand miles a minute, making a mental checklist of what she wanted to buy and what she could pair it out up. It didn't take her long to do this. Since she was always getting a new date every week and had to go through this procedure all the time. She sighed out of boredom.

Why did she have to be here? They knew that she wasn't interested in all this stuff; she wanted to get to the freaking mall already!

She started to shuffle back and forth in her high heeled boots. And then another thought sprang back into her head about them. She remembered that she was going to complain about them being the worst pair of shoes to wear when chasing evils; because they run so freaking fast and they leave horrible marks on your feet.

Clover opened her mouth to state this argument before her eyes caught something weird. She saw something that altogether shut her mouth, causing her unable to speak. Her blue eyes grew a little wide and she stared at it in disbelief.

She then realized that they were standing in front of the particular cell of a recent villain they had just caught.

Okay, this is like too weird. This is not happening. Clover tried to reach for a rational explanation. And that was rich coming from someone who swooned over every chance for a forbidden love kind of thing.

But this, this was too weird. This was too weird for her comprehend.

Tim Scam was sitting in his cell. He was on the floor and staring up at them. If it was a brief glance, than she would've think that he was bored about what they were talking about. Like a little kid being lectured.

But she looked closely, and she saw his hand resting on his knee and holding up his cheek. She could see the admiration and warmth in his sea-foam eyes. She could see the longing in those depths. His eyes were glazed over with a foreign emotion and his signature smirk was nowhere to be seen. It was replaced with a ghost of a depressed sigh.

Clover couldn't help but flicker her eyes to where he was looking at.

Imagine the shock horror when she realized that he was looking directly at Sam.

She almost stuttered out loud.

Scam?

Scam was looking like that towards her best friend? He was looking with all that foreign emotion in eyes – towards her? Her crystal blue eyes kept flickering back and forth between Scam and Sam. She tried to find some way that Scam was not looking at her, but at some weapon he was drooling over. Of course that'll make more sense.

But then, Scam always did say their weapons were crap compared to what he could do.

Clover tried to find some way that this would make sense. She tried to find something in her mind that'll give her a good reason why Scam wasn't looking like that at Sam on purpose (she didn't want it to be an accident either). But nothing came to mind.

She stared in disbelief for ages. Her eyes growing tired from all the time she'd flicked them back and forth. But she couldn't help it. It's not like every day you see you're most crazed and powerful villain giving I-have-a-massive-crush-on-you stare towards one of your best friends.

The others were still oblivious to what she was seeing. She couldn't help but want to yell at them about Scam – but found herself unable to.

Maybe it was because Scam actually looked like a normal person with emotions this time and not a sociopathic villain trying to kill them? She didn't know why she didn't tell them.

Maybe it was because Scam looked like a teenager that was lovesick? She couldn't help but feel a twang of déjà vu falling towards her.

Scam looked like some of those teenage boys that fell for her. But this looked more – complex. Was it possible Scam was being genuine with that look towards Sam?

No way.

Clover tried snapping herself out of this. That was it. It was all a dream. She was dreaming. Of course that's why Scam was looking like that. It's because he wasn't able to do it and this was a dream. Dreams aren't supposed to make sense.

Scam can't be in love. He's a villain.

Scam doesn't look like a lovesick teenager, he's a man that went evil and doesn't care for anyone.

Why on earth did Clover doubt his capabilities? She thought of everything that Scam had accomplished since they've met him: He'd trapped Jerry unconscious in space and tried to dry out all of Earth's oceans. He's created the evil shape-shifting metal, Scamlar, which almost got them sliced.

He'd help create those evil Canadian boys that almost killed them. He'd been part of the LAMOS and never hesitated to kill them. He'd brainwashed their mothers to go against them and kill them.

Why would she think he'd change over a small glance?

She felt a huge wave of relief crash over her. This was a dream. All a stupid dream she was having. But when did she fall asleep? And why was Scam in her dream? Clover didn't remember any thoughts of getting back after the mission. She shrugged inwardly, maybe because she's dreaming she doesn't remember it.

And again, dreams never make sense. No matter how much you try to figure them out. But thank god it was a dream; because Clover didn't know what she would do if it wasn't one.

Suddenly, Scam looked away from Sam and locked eyes with her.

Clover widened her eyes and felt a guilty for some reason. She felt as if she was interrupting something private. And to her immense surprise, Scam didn't scowl or glare or even smirk at her...

He blushed.

He freaking blushed.

If it was possible, Clover had never been more shocked in her entire life.

Tim freaking Scam was blushing.

He looked away quickly from her eyes and there was no mistaking the redness that spread over his face and ears. Even if he was tanned, it was easily seen. He looked so nervous Clover almost thought they caught a Scam look-a-like or a robot by accident. There was no way Clover's imagination could think this up.

Her eyes widened so much she was sure her eyes would pop out.

Tim Scam was blushing. He was blushing and looking nervous. He was rubbing his face to try and get rid of his blush. He was trying to calm down. He started to fidget furiously with his fingers and become suddenly very engrossed with the floor.

Clover's jaw dropped completely.

She was sure that soon enough the whole thing would soon fall off. But as soon she dropped it, she remembered where she was and tried to look as if she had not seen the most shocking and scariest thing in her entire life.

Clover was sure now that she wasn't dreaming. Sure her imagination was wild, but to think something like this? No. This was not something she could have ever thought of. No matter how much she desperately wanted this to be a horrible nightmare – she knew that it was really happening.

Her worst enemy fell for her best friend.

Oh god. I can't believe this. I can't freaking believe this. Clover panicked in her head.

She was always wishing like in those romance novels that the bad guy would fall for the heroine and turns good – but when it was actually happening right in front of her eyes. And with someone that she loved dearly...she then understood why they always freaked out at first in her books. What if he ended up hurting her? What if he betrays her? What if he makes her evil? What if he only uses her for his sick and twisted desires?

Clover felt the bile rise up her throat and swallowed it back bitterly. The taste was acidic in her mouth.

No. She wouldn't let that happen to her Sammie. She wouldn't let that happen to her best friend. Sam or Alex, she wouldn't let this happen to either them.

But when she looked back at Scam's ferociously burning face, she felt a pang in her heart. How could someone so evil look to sincere? How could he look so innocent when he's killed before?

Clover's eyes narrowed. No one can look that sincere if they were lying. He was still fidgeting with his fingers. As well as being totally engrossed with the floor. His posture looked so tense and vulnerable. This didn't look like the confident and sadistic Tim Scam at all.

He looked nervous. Afraid of rejection. He looked like a schoolboy that was so afraid of people's judgement.

No, Tim Scam couldn't be lying or faking this. He may be a brilliant actor, but he wasn't that much of a miracle worker. His lies could show up sometimes. He wasn't perfect and this was looking too real for him to fake.

But why was this happening now? Why was this happening to Sam?

Clover couldn't help but feel stuck. What should she do? Should she tell Sam? Should she tell Jerry? Should she plainly put it out there now when she had the perfect opportunity to ruin his reputation?

No, even Clover wouldn't be that harsh towards a villain or any human being.

But what should she do? She was a WOOHP spy for Pete's sake. She can't betray WOOHP that way, but at the same time this was about a human being. She couldn't just do this to him. Villain or not, he was still human no matter how many times he looked and seemed as he wasn't. She couldn't do this to him. It was too horrible to do.

Scam shyly looked back at Clover. His face was still coloured red, and he posture was still tense. He didn't know what she would do. He wanted to kill himself for showing his vulnerability towards that spy. And it was the loud mouthed one too! Why couldn't the nice one see him instead?

Actually, why was he seen at all?

Because of her. A small voice answered him from the back of his head.

He was weak because of her. And he hated it. He hated how he would grow weak by just looking at her, but he couldn't help it. She was too perfect for him. He seemed so lost without her.

He was lost with her anyway.

Clover knew then by that scared look in Scam's eyes that he wasn't faking anything. She knew then that he was serious at his feelings. His sea-foam eyes looked so vulnerable, so scared and rejected.

It was like looking at an injured puppy.

Her crystal blue eyes were put up in a strong and accepting glaze. She nodded slightly and looked pointedly at Sam. Then her eyes were focused steely at him.

Scam looked a little surprised. He knew what that look meant. She was actually accepting him? She was actually going to keep his secret?

At that moment, he felt a little remorse for thinking she was a useless spy. She could actually be trusted with a few things. And for the first time, Scam smiled slightly.

It was an honest smile.

Scam had forgotten what it was like to smile. He was always smirking these days.

And to his surprise Clover smiled back at him.

Um yeah. I really hated the ending because its really awkward. I wanted to write more but then I couldn't think of anything to add that'll sound not awkward :P -.-'

How was this? Good? Bad? Tell me please, review :)

Luvs Twikadevra