A/N: I hadn't intended to continue this story but an idea sprouted so here I am. If you squint really hard this could still fit within the events of the show which, as a huge Charah fan, I adore. But future chapters deviate more and more away from this.

Angsty drama in this chapter. I don't really like things that tie up neatly and people are complicated beings who make complicated choices. Just trying to explore that a bit. Set just before the start of season 3.

Sarah was given some downtime from an ongoing undercover assignment and she didn't quite know what to do. She'd already taken a shower to get the mark's grubby smell off of her. Beckman said the mission would be over soon and she was finally seeing the light at the end of the tunnel. She put on some sweats and a sleep shirt and decided to sleep rather than flip channels but then she heard a knock on the door.

Ellie told herself the only reason she was going to Sarah's place was to warn her Chuck would eventually find out she was back in town and that he may try to see her. She also admitted she wanted to find out what had happened between them. He had said he blew it but that didn't really say much. She told Devon where she was going; he didn't approve of her interfering but he couldn't talk her out of it. As she knocked on Sarah's door she felt an unwelcome flutter in her stomach. I just haven't seen her in a while, it's nothing.

Annoyed and on guard, Sarah quickly approached the door and looked in the peephole. She stepped back as if she'd been punched. Ellie Bartowski was outside her door, the last person she expected to see. She wasn't prepared for this. Feelings she'd been trying to deal with washed over her: anger, hurt, longing, and betrayal. Get it together, Walker. He's not your assignment anymore. Protect the cover and get rid of her.

Sarah opened the door. "How did you…" she trailed off. Looking at Ellie's earnest face just pissed her off. That and curiosity made her forget about the 'it's late, I'm busy, go away' brush-off so she just bit her lip, stepped aside, and motioned for Ellie to come in.

"Jeff and Lester..." she answered, knowing that explained everything. "I'm sorry to visit so late but I needed to see you. It's only a matter of time before Chuck finds out you're in town."

"So?" replied Sarah, bitterly.

"Well, he might try to see you. I don't know the details of what happened between you guys but it hit him hard…"

Sarah didn't want to hear this and just turned away, walking to the window on the other side of her bed.

"Ellie, stop. I don't want to talk about him," she sighed. "I know you mean well but I've been trying to put this behind me. I'm moving on. He should, too."

"But he isn't," Ellie said, with an edge of frustration.

"I don't care," Sarah whipped around, losing patience.

"Yes, you do, I can hear it in your voice."

"He rejected me, okay?!" she shouted. Exasperated, she took a breath, raised her hands to her eyes, walked over to the foot of her bed and sat down, her face buried in her hands. In a quieter voice she added, "We made plans, I thought we were going to take the next step, and when the day came he told me no. He said no, Ellie… I'm done."

Ellie stared at Sarah's back. The pain in Sarah's voice contrasted with her memories of how Sarah and Chuck had looked at each other at her beach wedding. There was so much love and promise. She put her purse down, walked over to the foot of the bed, and sat down next to Sarah, tears springing to her eyes.

Sarah didn't know why Ellie continued to stay. The silence was awkward. But she didn't know how to fill it nor did she want to. There were no words. No words to explain all that she felt, all that she had been willing to give up for him, only for him to leave her. She felt a hand on her back. It surprised her but it was comforting. They stayed like that for a while. Sarah brought her hands down to look up at Ellie and saw the tears. It tugged at her heart but it also hardened her. She'd let Bartowski eyes soften her up before and look where it had gotten her.

Ellie could see Sarah had tensed. She took her hand away from Sarah's back and wiped her eyes. What the hell am I doing here? This was a bad idea. But as if Sarah could read her mind she felt a hand gently then more firmly grip her thigh, telling her to stay.

She looked questioningly at Sarah, recognizing her anger and also something else, something dangerous and familiar. Her heart raced as memories of a certain couch incident came flooding back. This is not what I came for. She grabbed Sarah's hand to remove it from her leg and was surprised by Sarah's lips suddenly on her own. Soft, insisting. When she pulled away, Ellie was unsure. Her skin burned with want but she promised herself she wouldn't do this again.

"Sarah, we can't." She'd tried to sound firm but the quake in her voice betrayed her.

Sarah's eyes glanced at Ellie's lips, her shoulders barely covered by a thin sweater and tank top strap. She was tired of rules and always doing what was best for others. She was tired of people telling her no.

"I think about it sometimes… do you?" Sarah said, gently pushing Ellie's sweater off her shoulders, eyes looking straight into Ellie's. Sarah didn't know why she was trying to seduce Ellie when her heart was still in pieces. She felt reckless, fury, desire to hurt him, and Ellie was right here, looking so beautiful and reminding her so much of him.

"I think about how it felt when your lips were on my neck, how much I wanted you," Sarah continued softly as she brought both hands to rest on Ellie's shoulders, dragging them down her arms, pulling the sweater off.

"Please…" Ellie begged weakly. She didn't know why Sarah was doing this. She didn't know why she was letting her. She should've gone straight for the door. But Sarah's touch felt so good. Lips grazed her right shoulder and she trembled.

"I think about how you kept touching me even after he came home..." Sarah smirked into Ellie's shoulder when she heard Ellie's gasp. "Making me come while he was in the kitchen… why… why would you do that?" When Sarah trailed kisses up her neck, she could feel Ellie give in. She licked an earlobe and Ellie turned to look at her, eyes burning bright.

"I… I had to know…" confessed Ellie in a ragged breath, closing her eyes. She couldn't say more, ashamed at how quickly she'd given in, how Sarah could bring her to such need.

"I know… you wanted to know what I looked like coming underneath you. And you've played it back in your head more times than you can count." Sarah pushed Ellie back onto the bed, straddled her, and removed her sleep shirt. Ellie nodded and put her hands on Sarah's waist. "But now it's my turn to see you."

Ellie sat up suddenly and Sarah expected to be pushed off. She was pleasantly surprised when Ellie removed her tank top, communicating her desire and consent.

"Yes," Ellie said, holding her close to her, putting their foreheads together. "I've thought about this, too." She brought her lips to Sarah's and tentatively explored with her tongue. The heat between them exploded and grabbing Sarah's leg with one hand and her lower back with the other, Ellie flipped them, Sarah's legs loosely hugging her around her waist. Ellie then began kissing Sarah in earnest, eager hands trying to pull off pants without breaking contact. But first, Ellie needed to say something.

"I'm not him," whispered Ellie into Sarah's mouth, breathing hard, barely restraining herself.

Sarah stilled, feeling a pang. Ellie was a perceptive woman, a doctor who likely had some psychology training back in med school; of course she would sense Sarah's desire to lash out.

"I know that," she replied, nipping at Ellie's chin, trying to recapture her lips, but Ellie stayed just out of reach.

"Do you?"

Sarah looked at Ellie. What could she say? Part of her did want to punish Chuck by using Ellie. Punish them both for showing her what a normal life could be like. She also wanted to forget him, and Ellie seemed better than a hook-up with some stranger from a bar. And then there was something closer to the truth – she wanted to remember what it's like to have someone really great care about her for a little while. But she couldn't say these things. Ellie reached out a hand to Sarah's face, brushing back some hair. The gesture brought a lump to her throat and she felt she owed it to Ellie to give her an out.

"This doesn't really make sense, does it? Do you… do you want to stop?"

Ellie saw vulnerability and hunger in Sarah's eyes. This was going to happen, she'd made up her mind. "No more talking," answered Ellie, her lips staking a claim to Sarah's neck.