Sara awoke gasping, bent in half and holding the covers clutched to her chest. The boat cabin had gotten to feel a little bit like home this past week, but now, in the dark blueness of night, she couldn't seem to remember exactly where she was. Things settled in after a short while. Michael's spot next to her was empty and – she pressed her palm to the mattress, cold – sure enough, had been empty for some time.

No disappointment or petty resent.

Michael Scofield was a busy man. Busy trying to shut down an evil corporation that had damned nearly ruined all their lives.

What time did that leave available to help her face her own nightmares?

Sleep felt so far out of the picture, Sara started dressing, without even knowing whether it was night or morning. A bathrobe over her top and pajama shorts. What were the odds that she'd run into anyone at this hour? At first, she was going to go straight out for air, sit by the docks, maybe enjoy a few minutes of solitude, but the coffee machine persuaded her to linger inside the warehouse, the time to pour herself a cup. Coffee always smelled to Sara like sleepless med-school nights, bitter but craved, somewhat nostalgic.

"Bad dream?"

Sara couldn't hold back a gasp. Startled, not exactly frightened.

Kellerman was smiling when she turned back round. That gasp was good for him. Scoring points.

"How did you know I was up?" She asked.

"I heard you get up. Wasn't sleeping."

He untangled from the darkness but didn't quite step out of it. No longer a danger, but nonetheless dangerous reminded the voice of caution.

"We aren't the only ones," she remarked. Could will herself to sound casual, though he probably didn't buy it. "Do you know where Michael is?"

He shrugged. "Making a call, outside? Already on the field? Sleeping with his secretary?"

She arched a brow but didn't bother to look offended.

"If you don't know, Sara," he said, "why on earth would I?"

Their game stretched on for a few seconds, neither breaking eye-contact until a small chuckle escaped her and Kellerman dropped the act. It sometimes happened that they played mouse and cat again, a kind of sick joke she figured only they could think was funny.

"Coffee?" Sara offered and Paul gave a small nod.

She could feel as his blue gaze aimed to catch hers, and although she wasn't in the mood to accept the challenge, she could bear to smile at the effort. "What's your excuse for being up so early?" He wondered.

"What's yours?"

He shrugged his shoulders once more. "We both happened to be restless. I figured we could use some company. Well," he went on, and she didn't realize that he was teasing right away. "Except if you don't want any. I'm certain Michael crowds you with attention."

Sara rolled her eyes. "Remind me why I tell you things."

"You want my psychanalytic best guess?"

"You know," she teased him right back, "maybe it's the fact that when I say them, you actually look sincere, and understanding. Proper human being material."

He smiled evasively. "I've been called worse things."

"Of course, I should know you're only saving the information for later torment."

"Do I torment you? Is that the word for it?"

They were playing, still, when Sara had been meaning to stop. It wasn't always easy to put a clear end to it – to draw the line.

"Occasionally," she answered. "In fact, you might want to be careful. People might start thinking you're completely ruthless. A heart of stone."

He tilted his head in silent answer. Wasn't that better than none at all?

"Is that what you think of me, Sara?"

Their eyes battled for another minute. Why did she enjoy this?

"No," she answered, smiling.

Unable to tell, even from the pit of her soul, whether or not she was lying.

...

It didn't immediately strike Sara that something was wrong about her relationship with Paul Kellerman. For starters, it didn't even really feel secret, although it should be obvious that she was hiding it – oddly enough, not obvious to her. She and Kellerman hardly exchanged a word when the rest of the team was around, but that had gotten to feel like another part of their game – ignoring each other, or even being unbearably rude or cold. Michael and Lincoln probably believed she still hated the man's guts, yet it hadn't occurred to Sara that she was lying. It had never really felt in the least bit important.

Walking down the beach, she would say things to Kellerman she'd never said to anyone. She would talk freely and enjoy his acumen, would be cynically amused at his intelligence and sometimes startled at his open-mindedness. A shame Lance-the-Addict had been a sham. She could have used such a friend.

Then, they would go back to the warehouse, and things would return to normal.

It wasn't that she didn't want people to find out about them, had simply never acknowledged that there was a them to begin with.

That morning, at some point while they were strolling, Kellerman observed. "You never answered my question. Why up so early? Nightmares, was it?"

The question sounded absurd when he said it, but Sara managed not to laugh. "Sick habit," she only answered, "they die the hardest."

"Is that because of me?"

Momentarily thrown aback by the relevance of his question, she gave an eye-roll and a haughty scoff. "Don't flatter yourself."

"Why should I be flattered to feature in your nightmares?"

She just had a feeling he would.

"Well, then," he said, "if not me, what are they about?"

This much, she had no desire to share with him. "Don't we have more interesting things to talk about than dreams?"

He wasn't going to force the truth out of her; was, after all, there to listen if she wanted a listener. "You know," he said, without giving it thought, "my mom used to say nightmares lose their power when they cross the realm of words. You just put them out in the open, and they turn to dust, like vampires."

"Kellerman, are you talking to me about your mom?"

"Well, for the sake of argument."

Sara let out an amused breath. "Let's just leave it to the fact that they're not about you. The nightmares."

"No, I know they're not." He had a way of sounding serious, even when he was teasing. "I would have heard you moaning my name in distress."

"Paul," she sighed, "you are ever disgracing to the human race."

"Well, it would have been a pleasant change." He was actually laughing himself, then, rather than focused on teasing her – and he shrugged at the puzzled line between her brows when she stopped walking. "All right, I'm sorry if that was out of line."

"I haven't got the slightest idea what you're talking about."

He exhaled, "Sara, you can't have noticed every sound in the warehouse is hardly private business."

"No, Michael said –"

"I know what he said. That it was just from your room. Trust me, I'm an engineer." Though not exactly laughing, she could still tell he was having the time of his life – and decided to resent it. "Do you know why I know that, Sara?" He resumed. "Because I heard it."

Sara shut her ajar mouth, biting on air and suddenly clueless as to what to reply. Every conversation she'd had with Michael flashed through her brain, and then, all of the exchanges that hadn't required words.

Suddenly, the very fact of being looking at Kellerman flushed her cheeks red. She hated the heat in her face as much as she hated the weight of his gaze, and she planted her own on her feet, half-buried in the sand.

"I'll kill him."

Kellerman broke into a genuine laughter. When had he gotten so much at ease, she couldn't remember. "If I'd known it would trigger such a brutal reaction, I would have broken the news to you weeks ago. I honestly thought you knew. Come on, the position of the room and thickness of the ceiling – that was rather convenient than convincing, wasn't it?"

It was better for it to be like this, Kellerman felt – for him to be in power. Not showing weakness, or letting on that listening to Sara and Michael express their sweet love to each other wasn't his idea of fun. Now, it might have actually shifted the balance between them. If he had to endure those hours as raging frustration and merciless temptation, why shouldn't she share at least on some of the bad, feel a little of the humiliation (and really, they were rather long half hours than full-blown hours).

"Wonderful," she commented, colder even than he had expected. Holding on to her dignity so well, Kellerman took a step back in admiration. For an odd second, he remembered how he'd tortured her in another life ago and she'd told him to go to hell.

It was strength Kellerman liked in women.

All the rest was ultimately boring and bland.

Sara was too focused on the magnitude of the issue to notice the appreciation in his gaze. It was all she needed, for a band of criminals – her current teammates – to hear her sexing all night with their leader.

"Well," Kellerman said, expertly drawing back her attention, "I do hate to hear them talking about you. I would speak up for you," he added with the utmost respect, "but given you're set on not having a relationship with me in public, and somehow I don't naturally come off as a feminist, my hands are tied – or rather, my mouth is taped up."

"Not nearly often enough."

Sara appraised him for a moment, trying to assess what his game was. Not really paying attention to the fact that he had been the first of them to use that word. Relationship.

"What's with you, Paul?" She asked, seriously enough. "You're rarely so obnoxious."

"Is that what we're calling me?" He was careful to sound rather tame. "I'm sorry if that was offensive."

"Not offensive." She could read him better than that. "It's just that now, you've seen me at a disadvantage – twice."

The smile on his lips, she admitted, was a little wicked.

Out there, in the immensity of the beach, alone in the night, it felt harmless, to watch him smile like that.

"And you find that unfair?" He asked.

"Quite."

"That I know things and that you don't?" He nodded, considered this briefly. "All right. Let's settle this, then. Fair is fair."

He sat down.

Right there, in the sand, dressed in his regular suit. Sara found it so ridiculous she was silent for a while. "What are you doing?"

"Sit with me."

"No. Are you expecting me to throw sand at you?"

Did she expect he'd debase himself to salvage her wounded honor?

Paul Kellerman, a gentleman.

The fool. The delicious fool.

"No," he said. "But if you sit down with me, I'll do you one better. Even the scores between us. Wouldn't you like that?"

Though she was still looking at him beneath an unconvinced brow, Kellerman didn't grow impatient, didn't feel like an idiot for sitting there in the sand.

"How is it, Paul," she said, "that whenever we're alone together, I always find myself playing games with you?"

How was he supposed not to grin, when she said things like this?

Without it looking like she was caving in, she sat down on the sand, opposite him, somewhat gracefully crossing her legs; she was still only wearing that bathrobe and light nightclothes. It was more political for Kellerman's eyes not to wander below hers.

"What are we playing?" She said.

"You know 'I've never'?"

"I've been to college." Like that answered it.

"Perfect. Then, I won't have to talk you through it."

"Now, wait a minute." She said, cautious. "Isn't the point of that game to find out things about each other? You say something you've never done, I say something I've never done, and we stop when we find we have something in common."

"Oh, is that how you play it?"

Barring the tequila shots they'd take out of each other's navels – college made up the wildest of Sara's partying years – yes, that was about it.

Sara remarked, "I thought the point was exposing you."

"That'd be a little too easy, don't you think?"

Of course, he had had access to information on her she could never begin to know about him. But he wasn't about to point it now. Wouldn't be political.

What mattered was, would she play or wouldn't she?

"All right," she said. "Then I'll start easy. I've never started a quarrel."

Did she take him for a smalltime thug?

Still, there had been a few brawls in his early twenties. He and the guys in military school hadn't seen eye to eye right away and he supposed you could say he'd started a few of them.

Taking the time to give her a reprobating look, he raised his hand, anyway –

Raising your hand to say guilty was a little underwhelming. If it weren't for the ex-alcoholic business, he'd be getting her drinking by now. That would play out better for him, probably.

What was he doing, sitting in the night with her, talking to her about the world and whatever else she fancied?

Was it for her or him?

He couldn't tell anymore.

"The point is not to be obvious, Tancredi." He said, felt victorious that she scoffed at the use of her surname. "I'll show you how it's done. I've never sang in a karaoke club."

After a small exhale, she raised her own hand – he could just picture her, holding a mike, pressing it sensually to her mouth, soft lyrics gliding out, smooth and low.

Why was he here, torturing himself with what he couldn't have?

"My, my," she said, not altogether impressed. "You didn't tell me we were playing dirty."

"Is there any other way to play?" He added after a pause, wanting it to sound like it didn't matter. "What did you sing?"

"If you're so clever, you'll have to guess." She shifted a little, a layer of sand clinging to her bare legs. "My turn. Let's see. I've never lied to a girl in order to get in her bed."

Kellerman raised his hand with mock annoyance, pleasantly surprised at her. "So, Sara, now we say 'bed' to each other?"

"You started it, you know you did." She reminded. "What was the lie?"

"You didn't share your song. I don't see why I should be magnanimous."

And he wouldn't want her to get the wrong idea. There had been lies, a lot more lies than there'd been women in his life – before her, he hadn't been very interested in all that, liked the hard feel of a gun in his hand better than to wake up warm with a woman's soft body in his arms. Could take as much pleasure holding power over someone's life as he could in the throes of orgasm.

In truth, you could say his friendship with Sara was the most bizarre developments of all. Because just as she no longer seemed to hate him, part of him started hating her – hating her for awakening that strange desire inside his flesh.

Was it worse to walk with her every day, to listen and talk, to play games that only seemed to take them anywhere but where he wanted to go?

Maybe it's for that reason he stopped playing fair completely.

"My turn, then," he said. "If you're going to talk about lying to people to get them in bed – I've never followed a liar into bed myself."

She looked thrown off, first. Then, a flash of anger flashed through her eyes before her lips tightened coldly. "Well, you wouldn't know it if you had, would you?"

He answered calmly, "I'd know."

"If you're calling Michael a liar –"

"I'm not calling anyone anything. Just saying 'I've never'. It's part of the game, isn't it?"

A chuckle broke out of Sara's lips, getting tangled up with a disgusted exhale. "All right. Well, I've never prostituted myself to the American government. I've never let anyone use my body to kill and torture people and bury them where they'd never be found –"

"You call that prostitution?"

Part of him could tell this was going too far. He should stop, now, before he ruined everything he'd managed to build with her, but words were clambering out of his mouth like scorpions.

"I've never signed up to work in a male prison for repentance," he said, watched as the flare in her eyes caught fire and, this time, was there to stay. "To make up for my shitty actions, for the pleasure of self-abnegation – maybe also so my father would notice me."

The smile on Sara's lips was superficial but uninjured. Possibly, he'd gotten this all wrong.

"Wow." She said. "I've never had fantasies about the President of the United States."

"I've never dated someone while they were still in jail."

"I've never told myself I was born a monster and used it as an excuse not to change."

He stared at her for a minute, furiously, out of words, before they just leapt out. "I've never done the most stupid, terrible thing in my life while thinking I was doing it for love."

For a moment, they looked silently into each other's eyes, without blinking.

Was he thinking about her leaving the door open for Michael in Fox River, or allowing herself to be tortured to death sooner than telling on the man she loved?

It didn't seem to matter in the end; he got his answer.

"You see, Sara," Kellerman finished, colder than ever. "You and I do have something in common after all."

…

They were silent on their way back to the warehouse. The sun had started rising, which meant he didn't have an awful lot of time to make this up to her – once they were back inside, they'd be back to ignoring each other.

"I want to apologize," he said. "For getting carried away."

Sara sighed, somewhat wearily. Maybe her way of saying, she had a feeling he'd carried them both exactly where he'd meant to. Instead, she settled for asking, "Your games always get out of hands, Kellerman?"

"What do you think?"

"I think, after all we've been through, you owe it to me to say it."

"I'm sorry?"

"What was it?" She asked.

They had to stop walking, then, because they were just near the entrance of the warehouse, and she visibly wanted to finish this conversation before the day started and their friendship became some faraway dream – until the next morning.

"The thing you were talking about," she said. "The most horrible thing you've ever done for love."

Kellerman only looked back at her, for a moment. His silent made her more serious – and cautious.

What was he supposed to say?

That she could laugh it out, now, the joke was on him, and she should know what that joke was, she'd taken part in playing it.

There they were, stuck in this god-forsaken warehouse in Los Angeles, playing friends and sharing talks, but they weren't doing it for the same reasons. She chose to, out of boredom or loneliness or whatever else. But there was nothing else for him to do, when she was the obsession he woke up with and carried to bed every night, there, staring at him when he closed his eyes, from the bottom of his mind.

Unforgettable.

Untouchable.

The most terrible thing Kellerman had ever done out of love, was torturing Sara Tancredi and leaving her to die all in order to please a woman he adored, a woman he now wished were dead and buried. And by doing this, of course, he'd ruined any possible chance he had at making himself anything but a monster to Sara's eyes.

"No," he answered, uncompromising, "you don't get to ask me that, Sara. You ought to know," he added, for whatever reason. "I figured you knew."

And if she didn't before, if she had wondered what Kellerman was even doing here, working for Agent Self – now, she had to.

Sara stood perfectly still, incapable of mustering a reply, and Kellerman opened the door and slipped in before she had a chance to stop him. Then, she was going to follow him and ask for an explanation, but suddenly, every pair of eyes in the room set fixedly on her – Michael, Lincoln, Bellick, that Roland kid and Mahone.

A lot of eyes, suddenly, for the things she'd just heard, and the night robe she was wearing.

Kellerman visibly hadn't taken notice of this and had already disappeared upstairs. She should probably head for her own room (the super thin-walled boat cabin), but the men's eyes willed her to stay in place.

She may as well carry this off in dignity. "Good morning," she said.

"Morning?" Michael repeated. He was at her side in a second, and it was good, his immediate concern, like sliding into a warm bath. A moment later, she hated herself for thinking this. "Sara, is that really all you have to say? Good morning?"

"I – I don't follow."

"You disappeared." Lincoln said, matter-of-factly. "With Kellerman. Without telling anyone where you were going."

"I went for a walk." She turned back to Michael. "I didn't think you'd be worried."

"Of course, I'm worried."

Sara threw a quick glance at the crowded room around them. "Maybe we should go somewhere more private?" She would never think of her boat cabin as private again, but that was a conversation that would have to wait.

Sara was still reeling from what had happened with Kellerman as well as from her boyfriend's reaction, as they climbed inside the boat and both sat down on the bed.

"My god, Sara." Michael sighed. "You can't do that to me ever again. I was expecting to get a ransom note from that psychopath any time."

"I'm sorry." It was the thing to say. She didn't linger on whether or not she meant it. Was she supposed to admit she'd done this before, that she really hadn't thought he'd notice? "I mean, I couldn't find you when I woke up, either, Michael. I didn't wake up the whole gang and panic."

"I didn't go over a hundred yards from the warehouse," he said. "There's a difference."

"There is a difference." She couldn't hold back an incredulous laugh. "Michael, I'm a free citizen, unlike most of you here. If I want to go for a stroll, well – I didn't think that'd be a great source of concern. And I hadn't realized you believed I stayed locked up in my room every hour of the day."

He nodded, making an effort to look understanding.

This should be easy for him. What was blocking him, what was so hard to understand about it?

"All right," he said, calm – the same softness in his voice that had seduced her so easily. "I might have overreacted."

"Thank you."

"That being said," he went on, and she could hear how strange it was for him to be asking out loud. "Correct me if I'm wrong here, but were you actually taking a walk with – Kellerman?"

A few seconds of speechlessness.

There was that image Sara remembered from a picture book, with a little girl caught with her hand in the cookie jar.

What was with her?

Paul Kellerman, even in his sweetest days, was the most remote thing from a cookie jar.

And yet, the image wouldn't get out.

"Um – yeah." She ran a hand through her red hair. "We sometimes do that," sometimes sounded better than every morning. It hadn't struck her until just then, just how much time she spent with him. "We just – work on our issues."

It didn't immediately occur to her that she was lying.

"You mean," Michael's forehead was puckered in incomprehension, "you hang out?"

"Something like that."

"With Paul Kellerman?"

Sara exhaled. "I believe I've said that."

"Sara –" Michael actually seemed at a loss what argument to raise in order to make her see how incredible this was. He actually went with the worst he might have picked. "The man is a murderer."

She stared back at him, and her mouth ran without her. "So am I."

He closed his eyes with a sigh of apology. She could hear him cursing himself in his mind. "My god, Sara. I did not mean it like that. You killed a man in self-defense. That's nothing like –"

"Like Kellerman." She finished. "I know."

And yet, she wondered if that wasn't part of what made sense of those long strolls down the beach she was inexplicably fond of.

The quietness of being around a man who would never be frightened by her darkness, whose heart would always be darker than her own.

"Look, it's just I don't think he's the most reliable man to be around," Michael resumed.

Sara heard the undeniable logic in this. "Of course." In a corner of her brain, she wondered if Kellerman was lying on the floor of his room, trying to catch every word of their conversation. "Unreliable is certainly the word for him."

"So, maybe you should –"

Just because of how embarrassed he sounded, she realized what he was going to ask. "Stop seeing him?" She prompted, not compliant or particularly defiant. She really didn't know what to make of this.

"I don't mean to tell you what you should be doing."

"And yet you are."

"Just – it'd ease my mind a lot," he said, "if I didn't have to imagine you alone with that man."

Sara closed her mouth, couldn't think of what to answer. This was a sound argument. It actually seemed awfully cruel to force her boyfriend to endure the thought of her, having a pleasant chat with someone who had nearly been her executer.

"Of course," she said.

Of course. What had been the sense in this, exactly, in what Kellerman had called their relationship? Right now, Sara couldn't say; nor could she really imagine the void that would replace those moments shared with her new, strange friend.

"Then I won't see him more than I have to," she promised. Again, the thing to say.

How could she not put her boyfriends' feelings first on something like this?

And, if anything like friendship was actually being born between she and Kellerman, nipping it in the bud was probably the safest plan.