Welcome to my first ever Alias fic!

I'm still in the first season of Alias, but am loving it ( and Bradely Cooper)

This story takes place after episode 1x04.

Disclaimer: Own nothing of Alias or JJ Abrams, and sadly not Brad Coop.

Only one thing would shut him up. He'd been talking about Danny, was still rambling but she'd zoned out moments ago. She just wanted him to stop! She didn't want to hear it anymore, he couldn't investigate anymore or he too would end up dead and she'd have lost her best friend. He just kept talking, completely engaged in what he was saying, not even looking up at her. He just kept going, Danny, death and it was getting to be too much. She didn't want to hear it! So she put her hand on his neck and pulled him in for a kiss. He shut up instantly. She felt herself get pulled into the kiss, this was the third time afterall, the first had been the drinks, the second his blatantly obvious confession and this, was just to shut him up, at least that's what she told herself. His eyes flashed open with surprise at her kiss but closed instantly, pulling her closer. His hands travelled through her hair until they rested on the back of her neck, his fingers entwined with strands of hair. Both her hands were on his neck as her lips pushed against his in rough passion. She felt herself losing control, wanting to keep going, but she didn't know why. He pulled away, breathing deep, and planted a soft kiss on her neck before looking up to meet her eyes.

"What was that?" he breathed, his voice dark but fearful.

Her mind reeled, she asked herself the question and didn't know what to say, didn't want to say the truth, she sounded it out 'to shut you up' it would piss him off, drive him insane. She was certain he nearly loved her and she couldn't hurt him this way, couldn't. Had she wanted to? She explored that option but didn't want to engage anything so soon after Danny's death. The time seem to take forever as she waited to find a response, his eyes searching hers for a answer, any indication that she wanted this to happen, that this wasn't a mistake.

"I don't know" she responded finally "I'm sorry" she touched his chin lightly with the back of her index finger and a small smile played at her lips.

"I don't want to hurt you" she whispered softly.

"Well I did say" he started awkwardly and she could hear the nervousness in his voice "that it would be less awkward if we did it...kissed...um...more often"

"right" she nodded, though the situation was quickly growing more awkward and silence engulfed them as she felt as if his eyes were reading into her soul.

"are you listening to me?" Vaughn's urgent voice called her back to reality and she blinked back into focus of the abandoned warehouse where they sat.

"yes, yes" she clarified.

"your counter mission in Rome is... Sydney?" his worried eyes met hers "are you even focused?" he interrupted her thought train, which was prominently focused on Will at the moment.

"Yes, my counter mission, Rome" she said, trying to snap out of it.

"there will be two parties going on at the same time, next door to each other, the delegate room which you will handle for SD-6, find the codes and find me in the adjacent party and relay the codes to me, understood?"

"you'll be there?" she asked, surprised. "that's all?"

"yes"

"ok, i've got it" she assured him and walked out of their meeting place. He watched her go with worry on his face, hoping she would be able to handle this, as distant as she'd seemed lately.

She had to focus on work, not on Will, not on how much she'd probably hurt him. She remembered his eyes burning into her own, searching, right after they had kissed.

"Well" he had stammered, to break the silence "I should be going, you're probably upset, I've been talking about Danny too much, I -"

"Will" she spoke his name softly and his eyes darted up instantly to meet hers. "Please, please, don't look into this anymore, I couldn't stand to loose you too" she assured him, resting a hand on his shoulder. His gaze glanced down at her hand and he smiled.

"I'm sorry, I'll stop" he whispered, unsure if he really would, but it wasn't worth losing her.

"Thank you" she smiled back, wanting to stand but rooted in her seat on the bed. He was so close she could smell his aftershave, she could give in within an instant.

Her hand moved to his neck as a gesture of thanks, but in an instant, his lips were on hers. She tugged him closer by the collar of his shirt as she fell backwards onto her bed, where they had been sitting. She pulled him onto her. He raised himself onto his hands, looking at her. He bent down and kissed her neck softly multiple times, moving slowly higher until she grabbed his face in her hands and pulled him into a rough kiss. Her hands were on his shirt buttons, undoing them, pulling him closer while they were still kissing. She pushed him off gently, gasping for air and pulled her sweater off, leaving her dark maroon tank top slightly disheveled, his hands traced her exposed bellybutton and surrounding skin before he bent down and planted a gentle kiss on her stomach. She pulled him up to her, his body against her completely now and kissed him with passion, letting a small sigh of pleasure escape her lips as she closed her eyes and he led a trail of kisses down her neck, stopping just above her collarbone. He brushed a piece of hair behind her ear and kissed her ear gently. Her eyes met his and her hands fumbled at the last of his shirt buttons, until the bright blue collared shirt lay on the floor beside them. She explored his bare skin with her hands, lifting her head to kiss him on the neck line. They rolled over and she lay on top of him, trailing kisses down his chest, stopping right above his belt. She made her way back up to his mouth, kissing his chest all the way until his mouth caught hers and his hands held onto her stomach, slowly pulling her tank top up. And then the phone rang, they paid no attention to it, her shirt joining his on the floor as their passionate kiss continued. He wrapped his hands in her hair, on her neck, pulling her closer as his lips greedily encased hers. The phone rang again, unmistakably her work ring tone. Their lips separated and he kissed her neck, her chest, her cleavage, moving his way down. Third ring. She pulled away from him, gave him a quick kiss on the lips and looked at him apologetically.

"I'm sorry, it's work" she sighed and he nodded. She stood and walked back to the dresser beside the door and took the phone, leaving the room and shutting the door behind her.

When she had finished the call, he was fully dressed and waiting for her on the bed.

"Will-"

"you have to go, I know" he nodded, understandingly. "here" he offered, rising and bringing her tank top to her.

"thanks" she said as she slipped it on "It's just with Dixon away, I'm the only one that can handle this" she offered the explanation.

"It's fine, it would have been a mistake anyway" he responded. He gave her a soft kiss on her forehead and flashed her a smile.

"Call me when you get back" he requested

"I promise" she responded and watched him walk out of the door. A few seconds later she heard the click of the front door and his car start. She tried not to think of it as she packed.

She tried not to think of it even now as she sat on the plane headed for Rome, 3 hours later. She'd seen Vaughn in that time and packed and then repacked 4 times, something she usually did effortlessly. She'd tried to call Will but it had gone to voicemail twice and she didn't want to worry about it now, or think about it even as she headed towards Rome.

He couldn't even think as he sat at his desk at work. Jenny came by and dropped a file on his desk.

"Hecht case" she announced

"we're dropping it" he responded, not looking up.

"what's up?" she asked "you seem distracted"

"I'm fine" he responded, barely paying attention to the conversation, the events of the previous night replaying in his head again and again. He didn't care about this new article he had to write, all he could think about was her breath in his ear, the feel of her skin under his hands, her perfume penetrating his senses, making him lose control.

"Will" his editor called again and he looked up quickly to see her standing right in front of his desk.

"Jesus, you scared me"

"really? I've been calling your name for 2 minutes" she responded.

"right, well what is it? I'm busy"

"I can tell, I need you to redo the story on the mayor by tomorrow" she dropped the article on his desk. " or are you too busy for that too?"

"No, it's fine" he responded, hastily, grabbing the article. His phone rang instantly and he picked it up.

"WIll Tippin" he quoted his familiar hello.

"Hey Will, It's Sydney" her voice sounded distant, he noted.

" I get back today and I wanted to see you, catch a movie and talk" she paused and the silence seemed to last forever "about what happened" she spoke softly.

"ya, no, of course, sure" he said, trying not to let the nervousness sound. Hoping she couldn't tell how he felt in those few words.

"hows 7?" she asked and he looked through his calender.

"that works" he responded "see you then" he hung up hastily and then realized that she hadn't specified where or if they were seeing a movie. If he hadn't been able to focus on work before, now he was lost, he imagined running his hands over the contours of her body, feeling her soft to his touch, picturing her smile and replaying their moments together all the while trying to block of images of awkwardness, of " it was a mistake" of anything that would break his heart. His phone rang again and he picked it up, hoping it wasn't her, but of course it was.

"think we got caught off" he noted it as a lie, not imagining that she was in Rome as they spoke. She fitted the blonde wig in the mirror and adjusted her make up.

"I'm still in Ohio, so it might be the connection" she said "in any case, I'll meet you at my place? 7? If I'm not there just let yourself in"

"ok, great" he responded and the line went dead. He put his face in his hands and was sure he'd made a fool of himself again. His mind reeled with images of her again, unable to keep the previous nights events from his mind, no matter what he tried to focus on.

She pulled her attention away from Will and picked up her clutch for the party. She rushed out of the bathroom in the lavish hotel she'd just dropped onto the roof of and headed towards the main floor.

"I'm here for the delegate gala" she said in flawed Italian, but was escorted towards Ballroom C, ballroom B staring at her from across the door. She was in within 5 minutes and found the man to find the codes. She spotted K Directorate and ducked away into the shadows behind a bronzen statue sculpted to resemble Michaeangelo's David. She headed towards her target and pulled him away from the party ten minutes later. A shot of the truth serum that was in her pen dosed him instantly and she had the codes instantly.

"would you sign my pamplet" she had asked, whipping out the pen that contained truth serum instead of ink. He'd agreed and here she was, sliding across the ballroom floor, back towards the exit. She gave a quick glance over her shoulder and disappeared. She stood out in the hallway for some time, looking bored before slipping into Ballroom B. She spotted Vaughn instantly and his face seemed to light up on seeing her. The black strapless gown swept the floor as she made her way slowly towards him. She stopped and grabbed a glass of wine at the drink table and then advanced quickly. They were by a window, with a pillar on each side of them and a dark shadow fell on the space behind the pillar and just as she reached him, she turned around to see K Directorate enter the ballroom. She had no where to go, if they spotted her with him, in this party, something would be up. She spotted the shadows behind the pillar and judged that they couldn't be seen from the door. Thinking fast she pulled him aside behind the pillar, their faces inches way from each other.

"678 Delta 57 Alpha. The Second one is 1203948601. Got it?" she asked. He nodded slowly.

"check if K Directorate is still there" she asked and he peeked his head from behind the pillar and spotted them.

"yup" he whispered, unintentionally moving closer. Her breathing was hard, tense, she suddenly had the thought that maybe someone could see her skirt peeking out from behind the pillar. She had to move, get out of there, but not until K Directorate was gone, then she had to go back to the delegate party and relay her codes to SD6 over her watch communicator. He shuffled his feet and the noise seemed to vibrate from their location, she pulled him from the lapels and shushed him loudly, her cheek against his now, trying to be in complete silence. Her breath was in his ear. He inched off and looked into her eyes.

"we should be good soon" he whispered but she put a finger to her lips. Before he even knew what he was doing, he took her hand in his and pulled it away from her mouth before pressing his lips against hers softly. He pulled back and watched for her reaction, but she could only imagine Will's hurt expression and felt as if she was going to be sick.

"It's time for me to go" she whispered and dashed away effortlessly, leaving him with a quizzical expression on his face as she slipped past the guests, as K Directorate was now on the other side of the room. He watched her figure retreat from the door and breathed a sigh, he should not have done that. He would've made things complicated, it would be too hard to work together now and thats all he wanted.

"It was completely unprofessional!" she exclaimed. She paced across from Vaughn, who was sitting on a chair in their usual warehouse location.

"I know, I'm sorry" he apologized.

"I mean, if K Directorate had seen me-" she stopped "what were you thinking"

"I'm sorry" he repeated "It was wrong of me"

"I mean I'm already risking enough, it was dangerous and inappropriate!"

"I'm sorry, just thought I should tell you how I feel" he countered

"while I'm on a mission?" she snapped

"The timing was off, I know. If it's too awkward to work with me, I get it. You'll be transferred, I shouldn't have done it"

"it's fine" she placed her hand on her neck and breathed in deeply. "I don't want to be transferred, just don't do anything like that on a mission again"

"ok"

"and I'm sorry, I just I don't know what to say" she confessed. "I don't really have a reaction...to your feelings. I can't do anything about it. I don't think anything should happen"

"It's fine, I get it, with Danny and everything-" he paused, taking a breath "and I don't want to make things weird, we should forget it happened. It was a stupid impulse"

"it's not about Danny" she whispered "I'm kinda with someone else right now" she confessed

"God, I'm so sorry, honestly it was a mistake, lets move past it" he asked and she nodded.

"and I don't want to be transferred, ok?" she asked. "What's our next step against SD6?"

And a half hour later they were still talking tactics. She glanced down at her watch to see that it was already 7 30.

"Dammit, I have to go"

"Sydney, we haven't discussed everything" he demanded "prepping for the test, your next mission"

"I'm sorry, I have a date, well kind of...yeah" she responded "and I'm already late."

He arrived at 7:05, though he'd been sitting in his car down the street since 6:55, wondering when to go inside. He tried to force images of her out of his mind and the last thing he wanted was nervousness or awkwardness. He let himself in and saw that she wasn't yet at home. He set up his computer on her kitchen counter and in the spare time he had, continued rewriting the story on the mayor due tomorrow. He got bored around 20 past and flicked through channels on the tv, finding Casablanca before making himself a cup of tea. At 7 30 he was back on his computer, finished with the article and looking it over again, but grew impatient and bored with it. Leaving his computer on the counter, he rested himself on the couch and tried to get absorbed in Casablanca.

He rose after 5 minutes and resumed his typing on the computer. At 7:45 he heard the door click and swing open.

"Will?" her voice called out "hello?"

"In the kitchen" he called back.

"Sorry, flight was delayed" she announced, dragging her bag after her. He jumped up immediately.

"here, I'll get that" he offered and carried it into her bedroom. She watched him from the door of her bedroom, a smile on her face.

"thanks. You been waiting long?"

"no, mostly working anyway"

"oh do you have a deadline soon? you should go, work's more important"

"No it's fine, I'm basically done" he said as he turned and came back towards her.

"how was your trip?"

"good"

"I made some tea, would you like some?" he asked, trying not to look at her neckline, trying not to think of how much he wanted to be touching her right then.

"sure" she responded, moving towards the kitchen, he followed.

"the water's already cold. How long have you been here?" she asked, turning to meet his gaze.

"Syd, don't worry about it"

"I'm sorry I'm late, I should've called"

"it's fine"

"It's not" she responded "but i'll make a fresh pot"

"Casablanca is on" he answered, staring back at the tv, leaning against the kitchen counter. He looked damn good, she speculated. His sleeves rolled to his elbows, his hair ruffled, a shiny gold in the kitchen lighting, leaning against her counter in those dark jeans. She looked away quickly, starting to get red in the face and turned her attention to filling the kettle.

"Did you want to watch something?" he asked, thinking. So this is how it would be, he thought, they would just move past it, not talk about it, just pretend it never happened as his he lost his heart more and more, piece by piece. If she knew, well then she damn well had to make up her mind. He knew it must be hard, with Danny and everything, but she couldn't do this to him, just forget it and act as if nothing had happened. She had said herself she wanted to talk about it, but here they were, acting as if they'd never touched each other, just friends, a thing he most certainly did not want to be, not to her.

"want a cup?" she asked again, not sure if he heard her. He snapped out of his thoughts.

"yes, please" he answered.

She brought two cups to the coffee table and sat them down. She picked up the remote and muted the movie. He sat beside her on the couch, not close enough to suggest anything, but not far enough to be awkward.

"thought we could just talk" she said and he nodded.

"anything in particular?" he asked.

"Will" she spoke his name softly.

"I don't want to hear it. I know what you're going to say"

"no you don't"

"it's a mistake right? You just miss Danny and I dunno, whatever else you wanna say"

"Will don't be like this"

"Like what Sydney? Let's move on, pretend it never happened, fine"

"if that's what you want" she answered meekly.

"are you kidding?" he jabbed. "I think I've made my feelings clear!" he paused, taking a deep breath "you can't just keep doing this, its not fair to me"

"I know, I wasn't going to say any of this, please just let me talk"

"fine" he answered "but you know, if it is about Danny, you know I'd wait for you, if you wanted me to"

"I know" she whispered "It's not that. You're one of my best friends Will and I don't want to ruin that. But there's something here and I think I want to try it, to try this, but I don't hurt our friendship and I don't want to hurt you, I wouldn't want to do that,ever. I just don't know how I feel about you exactly" she finished.

"I don't want you to hurt me either. Come on we don't have to be so serious and tense, it could be a good thing"

"oh it's definitely a good thing" she said, smiling.

"so what now? I take you on a date?" he teased

"Ok try, where would you take me?" she played.

"well how about that bookstore on 5th that you love and then on Madison Road we'd go to that Italian place, not that I've thought about this at all, that is"

"I'm sure" She agreed, inching closer to him.

"Hey! You made work unbearably hard today, couldn't think of anything else"

"noticed you were a bit nervous on the phone" she took his hand in hers, brushing the back of his hand with her fingers, sending nerves up his spine.

"oh no, that wasn't nervous" he teased "that was my sexy voice."

"oh really?" she proceeded to imitate his nervous pausing tone "yes um sure ok maybe that works fine"

"hey, you love it"

She laughed back, placing her tea on the table.

"I have a question" he asked, pulling his hand away from hers. He glanced down to the table. "what exactly do you think would have happened if you hadn't gotten that phone call for work, another thing we seriously need to talk about. You work way too much" She breathed a heavy sigh, wishing he hadn't mentioned work, Vaughn's face appeared in her mind and she pulled back on the couch, away from him.

"I have to tell you something"

"answer the question Sydney"

"I don't know what would have happened and I don't honestly know if I would have regretted it or not, had that happened. But work is not negotiable, it's not"

"Syd, you work too hard"

"Will, don't" she took a deep breath.

"Fine we won't talk about this, what did you want to tell me?"

"I have to tell you that at work today, someone kissed me" she confessed.

"what?" his voice was barely audible. He looked at his feet on the floor, his head pounding "What am I supposed to do with that information"

"I just wanted you know, you deserve to know"

"what do you think we're going to be some friends with benefits thing, Is that what you want?"

"No"

"But you don't know what you want" he sighed, running his fingers through his hair exasperated. "maybe you should find me when you do, or we'll just forget about it until then"

"I don't want to do that"

"What you want to talk about it and then tell me that some guy kissed you. I don't think you really care right now and It seems that you want to be friends"

"I don't know what I want"

"Well I do, and It's you Syd. Without some other guy. You know how I feel and I'm sorry if you're still grieving, I get that, take your time, but you kissed me, remember that. And you know how I feel, I feel like a fool exposing myself to you but you don't feel the same way and I can't do this, not if I'm just going to get hurt, not if you don't care"

"You think I don't care? Of course I do"

"Well I don't see it"

"No you didn't see it last night?"

"Well I'm sure you were glad work saved you from it, then you invite me here to have this awkward conversation. You're sending a million signals and I don't know what you wa-, you don't even know what you want. And I can wait for you to tell me, I can, but you have to be sure"

"I just wanted you to know the truth, about the guy at work"

"Well it's good you're so honest about everything except your job" he said, rising from his seat.

"this is exactly why we wouldn't work" she snapped back, standing up as well "you can't let things go, I bet your still investigating Danny's death, you can't just leave things alone"

"No I can't, not when It comes to you. I care about you. And actually, I did drop Danny's case, but you do deserve to know the truth about it"

"I do, ok? I do know what really happened. I just don't need you trying to pry into it"

"what you want to forget it? forget him? using me? just forget what happened between us? And what if we do shatter our friendship? I have a hard time believing you want the same things as me, when you're off at work kissing your coworkers and whatever else you do there"

"It was one guy and I assure you I do not want him"

"not today"

"No, I want you. I told him I was seeing someone. That's you Will. Believe me when I tell you I don't know my feelings, but I sure as hell want to give this a try"

"What?" he asked, his face still flushed from the anger. His mind was reeling from what she'd just said.

"I said that-"

"I heard you" he advanced and caught her mouth in his. Her eyes flashed open at the surprise before her hands pulled him against her harder, her eyes shutting. His hands flew to her waist, pulling her body against his, until they toppled onto the couch. She lay onto of him, kissing his neck, lips, neckline as she undid the buttons on his shirt.

"I've been thinking about this all day" he murmured, his voice deep in her ear as she kissed his chest.

"wait" she breathed, pulling herself up off of him "this is probably too fast" she suggested. He sat up beside her on the couch as she pushed the hair behind her ears and tried not to stare at his chest, wondering why she'd never noticed how toned it was before, they'd gone swimming and running so many times before, but she never had seemed to really look at him.

"Ok" he assured her.

"Sorry, I know that it must be-"

"it's fine"

"it's nothing against you" she guaranteed him.

"no? you don't find me repulsive?" he joked

"well I mean that shirt is pretty bad, you should just take it off" she teased.

"oh well that's fair, I'll just sit here and what you'll stare at me?"

"hard not to" she responded.

"You can paint me if you want"

"can I paint on you?" she teased and his face changed, a hard expression coming over it.

"Should we talk about this? a speed or where we want to go from here?" he asked

"I'd rather just see where things go, we can hang out and see what happens" she responded

"is that Sydney talk for 'take me on a date, you gorgeous reporter, you'?"

"maybe I should take you on the date, I'm the banker, how much do you make as a reporter?"

"hey don't mock the job"

"hard not to" she teased.

"hi" he whispered, gazing into her eyes. "how was your day?"

"well it was ok, and then I came home and there was this gorgeous friend of mine waiting for me"

"oh really, he sounds like a charmer"

"he's a bit full of himself actually"

"oh no, he sounds delightful. I think you should cuddle up with him while you watch the rest of Casablanca"

" you know, that's actually quite good advice"

"it's what I'm good for"

"well, not all that you're good for" she added suggestively. Giving him a kiss.

"oh really?"

"ya you're great at carrying my bags" she joked, pulling herself into his arms as she unmuted the tv and rest her head on his shoulder. He linked his hand with hers and gave her a kiss on the forehead.

End of Chapter 1.

Please Review with any comments or suggestions.