HI! Here is chapter two. :) (Omg finally a fast update from me jk.)

Thanks for all the reviews you guys! I'm glad you like it so far!

Disclaimer: Totally Spies belongs to Marathon Inc. Eh.

3:00 am - University Prime Hospital, Los Angeles

Jerry sighed as he watched his three favourite spies in the whole world watching him with widened eyes, nothing but shock and fear on their faces. And it was obvious why. One of their greatest enemies was posing the greatest threat they had ever faced and they were going to have to deal with it. Whether they liked it or not.

"But Jerry..." Alex said slowly, her hushed voice filled her concern and curiosity. "I thought you said Scam lost his memory. How can he think he's a spy then?" Sighing, Jerry spoke with strain in his tone. "That's the thing Alex, he only lost three years of his memory." Clover narrowed her eyes as she listened. "Three years? You mean three years ago Scam was still-"

"A spy" Jerry finished for them. The girls went silent again and Jerry smiled. "You know things were very different three years ago. You'd find it hard to believe how valuable Tim Scam actually was to W.O.O.H.P." Alex's mouth formed a small "o" of surprise at this new information and Sam nodded because she could sort of understand what Jerry meant by that. Scam was very intelligent and strong he must have been a great asset for W.O.O.H.P. in the past.

Jerry smiled wondering if he should say this. "Actually he was..." He paused taking a breath. "Dare I say it, the best spy I ever had." Clover rolled her eyes and glared. "Yea right Jer, he was so good he tried to destroy your agency!" Jerry shook his head and smiled. "Yes I know, I was just remembering what it was like before that's all. He wasn't always like this." Snickering Clover crossed her arms over her chest. "I really don't care what Scam was like, can we please just know what we have to do now?!"

Sighing Jerry shook his head. Of course they didn't want to know about the past. Why would they care about their enemy? His past? Come to think of it why did he even care? Tim Scam was his greatest enemy first, so why was he thinking of him like this? Although he said nothing he knew why he was thinking about Scam as his favourite spy.

He really had been his best spy. With his level of intelligence, his ability to quickly form plans and invent weapons out of literally anything Tim Scam had been front and centre at W.O.O.H.P. Everyone that knew him back then, knew he would do great and wonderful things. His skills, Jerry knew were not common., they were very rare and even through years of trying to replace him Jerry knew that honestly there was no replacement for Tim Scam. And sadly he had to admit to himself that the reason was simple enough.

There was just no one good enough.

Of course that fact would have to be hidden from his current favourite spies because him admitting it once had already led to Clover's reminder of what his best spy had actually become. His best enemy. Jerry sighed "Best to leave the past in the past" he thought, reminding himself that the Tim Scam that was could never be again.

Turning to Clover he frowned. "Well I'm not entirely sure what to do" he admitted truthfully. Clover sighed. "I don't understand why this is so hard for you Jer! He's a criminal! Put him in jail where he belongs!" She screamed, her hands flying wildly as she spoke. Shaking his head Jerry bit his lip. "It's not that simple Clover" he said quietly. Clover's eyes bulged and Alex and Sam were afraid they would pop. "What's so complicated about putting Scam in jail?! We've done it before! And besides now he's at a disadvantage shouldn't we be using that?!"

Sam sighed and put her hand on Clover's shoulder, trying to calm her down. "I think I get what Jerry means Clover. We can't just put him in prison anymore." Turning to face Sam Clover frowned. "Why not?" Sam sighed. "Because it would complicate things waaay too much. Think about it Clover! He doesn't remember being a criminal." Clover went silent and Jerry took the chance to try and explain what Sam was saying. "She's right Clover. He doesn't remember being a criminal, he doesn't remember committing any crime. All he remembers is being a WOOHP spy", Jerry explained. "Three years of his memory is gone" he finished and Clover sighed.

"So what?" She said with a frown. "Not remembering doesn't mean he didn't do the crimes he did. We all know he tried to kill us a hundred times?! Doesn't that matter?!" She glanced at Alex and Sam who said nothing still unsure of anything themselves. Clover frowned harder when Jerry said nothing. "Oh come on Jerry! He tried to kill you! How can you forget something like that?!" Jerry looked at her and frowned, his lips pressed into a thin line. "I haven't forgotten any of it" he said angrily. "But that doesn't give me the excuse to throw an innocent man in jail."

"Innocent?!" Clover screamed and Sam and Alex looked at Jerry in confusion as well. Jerry took a deep breath. "Think about it girls. He doesn't remember committing any crime. If I simply throw him in jail don't you think he'll wonder why?" Clover clenched her fist. "Again. Who cares what Scam thinks?! Since when does what he thinks matter?!"

Jerry glared at her unwillingness to understand what he was trying to say. "It matters now!" He said in a much louder voice than he had thought and Clover took a step back. Taking a deep breath he sighed. "If I put Tim Scam in prison..." He looked at them all seriously showing them just how important this was. "I'd be making the biggest mistake of my life."

Clover, Alex, and Sam stayed silent waiting for Jerry to explain what he meant by that. Jerry continued when he knew he had all their attention. "I talked to the doctor girls, his situation is very delicate. As I'm sure you know amnesia patients are very unstable." Jerry rubbed his temples with his fingers trying to relieve some of his stress while he continued. "We don't know when he'll get his memory back. It could be today, tomorrow, a year..." Jerry crossed his arms over his chest. "Or maybe never. It's very possible that he may never remember that he was a criminal, an enemy of ours." Clover gulped and nodded starting to see what Jerry meant but raised her head a moment later.

"But don't we want his memory to come back? WOOHP doesn't have anything that can help bring his memories back? I find that hard to believe Jerry" she said angrily as she placed her hands on her waist.

Jerry sighed, he had been afraid she would say something like that and he couldn't lie that maybe a few tests and some experiments might trigger Scam's memory and bring his past back. No, he wasn't entirely sure that WOOHP technology was good enough to bring memories back but he knew they could try.

He bit his lip and said nothing as his mind thought hard, nagging at him the only real reason he was hesitating running tests on Tim Scam. First, he really didn't want to risk damaging Scam's brain but there was a bigger reason why he wasn't willing to even try to bring back his memories. And he had to admit it was selfish.

Fate had given him a chance to get back his most valuable agent. This was a chance that he was never going to get again, how could he just let it slip away? Tim Scam was no longer his enemy, he was a spy. An amazing, dedicated, intelligent, beneficial spy that was now fortunately working for him. It could really just be like before could it not? Wasn't it worth the risk? Wasn't his best agent of all time worth a risk? Jerry stayed silent thinking of all the possibilities, everything that WOOHP could accomplish with having Scam back on their side.

His mind swirled with the endless opportunities that were opening up right here and now, and while he knew he shouldn't be celebrating Scam's accident he would be a fool to not use this to his advantage. He was wiser than that. It was simple was it not? His best spy was working for him again, there was no way he wanted that to change. He had to take the chance.

Jerry finally spoke with a small smile on his face confusing all of them. "WOOHP may have technology to attempt to repair his memory but..." He paused trying to contain his excitement and the girls watched him in confusion. Sam narrowed her eyes thinking that maybe she had seen a hint of a smirk on Jerry's face. Was it just her, or was Jerry looking like he was about to break out celebrating at any moment?

Clover sighed in annoyance, ignoring the way Jerry was acting. It was obvious the accident had taken a toll on his brain as well. Clover glared as she screamed "But what?!" Jerry smiled harder now unable to hold it in. "I don't want his memory to come back" he finished shocking all of them. "What?" Clover asked, her mouth dropping open. Alex gasped wondering if Jerry had lost his mind. "What do you mean Jerry?" Alex asked, chewing on her lower lip to release some of her pent up tension.

Jerry grinned. "I don't want to remind him of his past. Tim Scam is much too useful to let go of and that's a fact you all have to admit." Clover's eyes widened and Sam and Alex couldn't help but gasp as they started to see where Jerry was going with this. Sam spoke a moment later with her voice in a shocked whisper "Jerry you're not thinking of doing THAT are you?" She asked, really hoping Jerry wasn't thinking of doing what they were all hoping he was not.

Smiling, Jerry nodded. "Actually I am. I am thinking of bringing Tim Scam back to WOOHP, as my agent." They all gasped when they heard that, unable to control their shock. Clover glared "So this is what this is all about?! You want to bring Scam back so he can work for WOOHP! Could you be any more careless Jer? Think about what this is going to do to us? To WOOHP? How can you forget that Scam is our biggest enemy?"

Jerry shook his head. "Not anymore, he isn't" he retaliated. "Ugh!" Clover exclaimed in total frustration. She couldn't believe Jerry was serious about this. Sam sighed "Jerry are you sure that's a good idea. I mean you just said Scam was very unstable, what if he gets his memory back? Can you really trust him?" Jerry sighed knowing what Sam was saying was true, but he just wasn't willing to not take the chance. He would just have to be careful that's all.

"I understand" he said softly and they all let out a breath of relief. "Thank god Jer" Clover said with relief in her voice. "For a second there I really thought you were going to invite Scam back to WOOHP" she laughed. Jerry raised an eyebrow. "I never said I wasn't going to do that" he said making them all stop and stare at him in shock. Alex frowned "You can't be serious.." she said sadly thinking of what it would be like to work alongside the threat that Scam truly was.

To think of all the times he had tried to kill them and almost succeeded, didn't Jerry care about that? Clover shook her head. "No way! This is ridiculous! We are not going to work with SCAM!" Jerry sighed "I never said you have to work with him. You girls just need to stay away from him, I don't want to risk him getting his memories back. Is that understood?"

Clover rolled her eyes then glared. "What is that? An order?!" Sam sighed "Clover calm down, I'm sure Jerry just needs time to remember how dangerous Scam is. He'll come around." Jerry watched them both with narrowed eyes. "I would think you would know when I've made my decision."

"But Jerry?!" Alex protested. Jerry held up his hand. "Enough. Please girls I have enough to deal with right now. I need to get back and make changes at WOOHP and let the others know." He took a deep breath thinking of what he was going to say to his older agents, ones that knew Tim Scam from before his turn as their enemy. Looking at Sam, Alex, and Clover he could easily see they were upset. "Look I really need you to understand. Things will work out on their own. Right now we should focus on making sure his memories don't come back." Seeing that they still looked hesitant and angry he frowned. "I will not deliberately cause problems for W.O.O.H.P. There is no way I will allow one of W.O.O.H.P.'S greatest enemies to come back when he's gone."

Sam sighed trying to understand what he was saying. "But he isn't GONE Jer, not really. He could turn back at anytime. How are we supposed to work around that?" Taking a deep breath Jerry looked at her. "I don't know. But I don't want to be the one to bring back his memories. It's too risky. Besides W.O.O.H.P. can use one less enemy." He turned to walk away leaving them there but he turned around to say one last thing. "We all know what it's like to be Tim Scam's enemy. Think about it, do any of you want to go through that when you don't have to?"

They all stayed silent, knowing he had a point. Still, Scam was more or less a ticking time bomb. He was, if it was even possible, more dangerous than before. How could Jerry trust him so easily? What if they began to trust him and then he became their enemy again? Seeing them all standing there silently Jerry decided it was time they leave. "You should all go home. Trust me I'll handle Tim Scam. Besides W.O.O.H.P. is so big you probably won't even see him while he's there. You just have to ignore him and stay away from him. That's not that hard now is it?" He said with a smile even though none of them were smiling.

"Whatever Jerry" Alex mumbled angrily but Jerry knew they would come around. They would stay away from Tim Scam and they wouldn't trigger any mayhem at W.O.O.H.P. by reminding Scam of his past. He knew he could trust them even if they were angry. Jerry smiled "Go on, go home it is a weekday, and you all have class tomorrow." With that he left them standing there more confused and angrier than they had ever felt in their lives. "Come on guys" Sam said with a small, strained smile. "Let's just go home."

3:00 am - University Prime Hospital, Los Angeles

Jerry stood outside the hospital room Scam was in and hesitated before letting himself in. Had he made the right decision by deciding not to remind Scam of his memories? That they were enemies? It didn't take him too long to remember how dangerous of an enemy Scam was and he was thankful to fate that Scam was finally off W.O.O.H.P.'s case for now. He would enjoy this for as long as it lasted.

Finally opening the door, he walked in expecting to find Scam seated on the bed. His eyes narrowed when he noted the bed was empty and he looked around in worry wondering if Scam had already gotten his memory back and somehow escaped.

"Hi Jerry" came a smooth voice from behind him and Jerry jumped and spun around to find Tim Scam standing behind him with a smile on his face. Scam chuckled "What's wrong Jerry, how come you are so jumpy? Is everything okay at W.O.O.H.P.?" Jerry blinked as he tried not to stare at him in shock. It was just so awkward talking to him like this. He sounded so casual. The voice that was usually filled with anger and contempt towards him was happy and Jerry knew this was because Scam didn't remember their enmity. He thought they were friends. This was going to take some getting used to.

"No everything is fine at W.O.O.H.P. Sc-Tim" Jerry said with a smile, quickly remembering to address Scam with his first name. Scam looked at him curiously. "Really, you seem a bit off? Working late or something?" Jerry smiled, while thinking of what to say. It was funny how nothing got past this man and Jerry remembered that lying to Tim Scam wasn't easy. It was one of his many skills. Jerry smiled again "No actually, I was concerned about you" Jerry said feeling awkward but that hadn't been a lie.

Tim raised an eyebrow and chuckled. "What for?" Jerry sighed "You know the accident." Scam's mouth formed an "o" of understanding. "Oh, don't worry about that. I'm fine. In fact I think I'll be coming to work tomorrow." Jerry froze on the spot. Tomorrow? He wasn't sure he would be able to handle things at W.O.O.H.P. that fast.

Scam walked around Jerry and sat on the bed to relax. Jerry gulped as he wondered what to say. He needed at least a few days to fix things at W.O.O.H.P and prepare people for what was coming. Walking up to him Jerry smiled. "Don't you think you should rest? You just had an accident." Scam smirked as he looked at Jerry. "The accident was hours ago, and besides I'm fine. I'd feel better if I was working. Besides I can't afford to take a break from my role in the project."

Jerry nodded slowly even though he had no idea which project he was talking about. "It has to be some project he was working on three years ago" Jerry thought, and then realized that he must have scrapped it after Scam left. Well there was no reason why they couldn't start that project again. With Scam's help anyway.

"Ah I see" Jerry said with a smile. He had almost forgotten how diligent and hardworking Tim was. Spy or not Jerry knew Scam never left his work unfinished and he had missed his kind of determination ever since he stopped being a spy. Jerry crossed his arms over his chest as he watched him sitting there on the bed. He wasn't too shocked that Tim didn't have many physical injuries, he was already walking around, which was just one reminder of his strength.

Jerry smiled "Well if you want to come back to work, it's fine. I just don't want to overwork you." Scam raised his eyebrows and smirked. "Wow, I never knew you cared so much Jerry. As far as I know you barely give anyone time to rest" he said with his smirk widening and Jerry laughed nervously. Of course he had forgotten how much he liked to overwork his best agent over the past three years. And Sam, Clover and Alex thought they had it bad if only they knew how much more harder he had, had Tim work for him they would stop complaining. Jerry sighed. "Yes you are right but my best agent deserves rest when he needs it."

Scam smiled and Jerry was reminded of what it was like to work with this man as his friend. Talking to him now, he knew he had missed it. If only things could be the way they used to be. Maybe this would be his big chance to change the past. Smiling Jerry moved to leave the room thinking of letting Tim rest. He would have to keep a close watch over him from now on and hope that his memory didn't come back. He was almost out of the door when he stopped having heard Scam's voice.

"Jerry wait, where is that girl that saved my life?" He asked and Jerry froze wondering why he wanted to know. He turned around and smiled, trying to keep his curiosity off his face. "Who Samantha? She went home, and so did her friends. Why?" Scam shrugged. "No reason, I was just curious" he said quickly and Jerry wondered if he was telling the truth. It didn't help that Scam was a known good liar. Jerry nodded before leaving Scam alone, he had plenty that needed to be done before tomorrow morning when Scam arrived at W.O.O.H.P.

Scam sighed as he stretched his arm, wincing slightly because he was still in mild pain. He wasn't sure how he had gotten into an accident all he remembered was being rescued from a wrecked car, the details of the accident were fuzzy and he realized that was probably because he had been unconscious for some time. Rolling back his shoulders he hissed, feeling pain run along his shoulder blades. That must have been some accident for him to be feeling like this but he knew he was lucky to be alive thanks to... He paused as he remembered the person responsible for saving his life.

"Samantha" he thought, remembering that was what Jerry said her name was. He couldn't help but remember her face as he thought about her. Instantly he remembered her long, red hair that went down to her waist in perfect waves, her pure white, soft-looking porcelain skin, shining emerald eyes, her full pink lips... He stopped his thoughts before he went too far and sighed.

As he sat there on the bed he couldn't help but want to know more about her. Who was she? He figured she was a WOOHP agent because Jerry knew her, but that wasn't enough. He wanted to know more about her. So much more. Why hadn't he seen her before if she was a WOOHP agent? Where had she been hiding all this time? Was she new?

He ran a hand through his hair and closed his eyes as he kept thinking about the girl that he couldn't seem to stop thinking about. The one who had seemed to light up his hospital room by simply coming into it. What would she look like when she was smiling? Would she look even more beautiful while smiling? Was it even possible for her to be any more beautiful than she already was?

Scam wondered what her laughter sounded like. What it would feel like to hear her laugh. Sighing, he realized he was obsessing over a girl he knew nothing about, a rare thing for him to do but something about her just seemed to capture his attention. And how his mind refused to let her go but that was alright because she had saved his life, it was natural for him to be curious was it not? He was grateful to her too.

He frowned when he remembered that he hadn't even been able to thank her right thanks to Jerry walking in and interrupting them, and he wondered when he'd get to see her again. Still frowning he decided to sleep, knowing there was no way to meet her right now. Closing his eyes he shifted to lay down only to stop when he felt something hard and small poking into his leg. Narrowing his eyes he grabbed the object and his eyes widened when he saw it.

He held a PDA in his hand and he smirked when he realized it must belong to Jerry since no one else had come in to see him. Fate was working with him and he smirked harder, wondering if he should do this but he went ahead anyway knowing he had to find out. Samantha was a W..P. agent was she not? He knew Jerry had a habit of keeping his spies' contact information on his PDA just in case, which meant that Samantha would be on here. It didn't take him long to hack into the device and find what he needed. He was delighted to see her name was in fact Samantha Simpson which landed it close to his own name on Jerry's list. Smirking, he stood up and took the device with him wondering how he could let the nurse discharge him early.

4: 15 am - Sam's house, Living Room

Clover sighed as she sat on the couch and glared. Despite it being so late neither of them could sleep. They had all decided they needed to vent their anger on Jerry and Scam out so they had been doing that for the past hour. But now, despite being sleepy, and having a sleepover which was supposed to be fun they were miserable and tired.

Alex sighed "I can't believe Jerry just expects us to get along with Scam" she said as she hugged a pillow. Clover glared. "Tell me about it, I think he's gone nuts. Well we can tell him to not come running to us when Scam is done destroying his agency. That'll teach him!"

Sam giggled at Clover's comment. "Better yet let's quit" Clover said. "Let's let Jerry and Scam run W.O.O.H.P." Sam laughed some more and smirked. "Who cares? We won't even see him. Let's just forget about Scam and Jerry and relax. We have class tomorrow."

Alex and Clover pulled a face and sighed. "Right" Clover said with a frown. "I guess we should just sleep before something worse happens...if that's even possible." The sudden ringing of the doorbell made them all jump. Clover whined and glared at the source of the sound.

"Sammie I thought your mom wasn't coming home tonight!" Sam shrugged. "That's what she told me, maybe it isn't her." Alex stretched and sat up straighter. "Well who else would come to your place at this time?" Sam shrugged again "I have no idea..." She stood up and rubbed her bare arms that were left open from the tank top she was wearing. "But I'll go check. You guys get some rest okay?" They nodded and Sam left the room, walking down the stairs to get to the door while wondering who was here at this time. "It has to be mom" she thought as she quickly opened the door to let her in.

"Had a change of plans?" she said with a smile, without looking up only to freeze when she heard her visitor clear his throat. Her head flew up and her mouth parted in shock when she saw who was in fact standing in her doorway, watching her as she stood there in her tank top and shorts in the middle of the night. She was afraid she just might faint.

This is so fun to write :P Muahahahahahaha

I wonder who HE is? Well it's obvious but you never know… (insert evil grin right here)

I wonder if Jerry reacted the way you guys thought he would, and Scam seems well...interested in Sam, does he not? :P

Anyway, thanks for the reviews last chapter. I loved them! :D

Please review again,

Thanks,

Luv,

Cresenta's Lark