A/N: Thank you to everyone who waited so patiently for this update. I got busy with work and then hit with a serious case of writers block. Good times all in all. I wanted to give an enormous thanks to michaelfmx for being my beta for this chapter and pushing me to make it the best it could be.

Before we begin I wanted to address a few concerns left in the reviews: This story will have a happy ending for Chuck and Sarah. I won't reveal how or why and it will get worse before it gets better. But I promise you all a saccharin sweet, fluffy as all hell, beautiful ending. With that said…I hope you enjoy this update.

Central Standard Time: 1300 Hours/Outside Milwaukee/Wisconsin

Cole is not going to be happy about this, Chuck thought as he studied the smoking remains of the black Ducati that Pierce and his men left in the middle of the motel parking lot. Although, whether or not Cole Barker was still alive remained to be seen; for all Chuck knew he'd gone down fighting an army of Atlas agents. All he could do now was hope that somehow Cole had survived and found his way back to the CIA headquarters.

Turning away from the wrecked motorcycle, Chuck joined Jeff and Lester at the van. It was just as he remembered it from the Buy More days; yellowed, decrepit and always smelling faintly of dirty laundry.

"I can't believe you guys still have this," Chuck murmured stepping into the van's backseat.

"Before you insult the mode of transport, Charles, I'd like to take a moment to remind you that: One-we are offering you a ride across the state of Wisconsin, no strings attached, and two-we are paying for this concert tour out of our own pocket. So excuse us if we don't exactly have celebrity level commodities here," Lester finished his rant with exaggerated air quotes.

Chuck held up his hands. "Relax, I wasn't insulting the van. I'm just surprised you kept it around considering Jeffster's success."

"That was kind of the point of this road trip."

"Concert tour, Jeffrey," Lester corrected.

"Right…Concert tour. We wanted to take our tour across the country all the way back to the Buy More where it all began-"

"-and show the Nerd Herders that anything is possible if you have the courage to follow your dreams," Lester finished turning the engine as the van rumbled to life. "We had a quick gig in a nightclub the day we landed in New York."

"And in Tennessee," Jeff continued as Lester pulled the van out of the parking lot. "Nice scene there. A lot of big country stars stopped us."

"How'd you end up in the middle of Wisconsin?" Chuck asked. "Not that I'm not grateful that you found me!"

"Uhh, have you been living under a rock, Charles?" Lester balked ignoring the road long enough to peer at Chuck over his shoulder. "Do the words Summerfest mean anything to you?"

Chuck shrugged, unsure if a verbal answer would only serve to further offend Lester.

"It's literally only the world's largest music festival," Lester continued turning his eyes back on the road, "Jeffrey and I figure if we can make a splash there, we can make it anywhere."

"We stopped by that motel to take a break from the van," Jeff said. "Good thing too. I'm not sure what would have happened if we hadn't found you."

"Yeah, thank you," Chuck agreed. His body still ached from the beating he'd taken from Pierce's men, but he couldn't worry about that now. They had to catch up to Pierce but with Jeffster's old van as his only means of transportation, Chuck was struggling to remain hopeful. Just then his cellphone went off in his pocket. Holding up a finger to Jeff and Lester, Chuck pulled the phone out and checked the screen: General Diane Beckman.

Quickly Chuck raised the phone to his ear, "General? I'm so glad you called. Has Morgan told-"

"I'm aware of the current situation, Chuck," Beckman interrupted calmly. "Grimes made it a point to give me a very, very detailed account of Carmichael Industries most recent undertaking."

"General, why didn't you tell us about the Key? If we'd known about it sooner then we wouldn't have gotten caught up in this mess. You told me you could help Sarah, so why would you leave this out?"

Beckman's weary sigh carried over the line. "To make a long and confidential story much shorter, I'll put it this way-I had no idea what the Key was or what it did when your father left it in my care, Chuck. All I did know was that it had something to do with his research on the Intersect and I honored his wishes by keeping it in lockdown. I'm sorry Chuck. It's something I should have looked into further but with Operation Bartowski in full swing with an operational Intersect, it slipped my mind. It's a mistake we're all paying for now."

Chuck's lips thinned before he replied, "General, who is Pierce? Can you tell me anything about him? What does he have to do with the CIA and more importantly why does he want the Key?"

"Benjamin Pierce. Where do I begin? I suppose it all started with Quinn-"

o0o

Eastern Standard Time 1430 Hours/Central Intelligence Agency/D.C.

"-whose protégé was none other than Benjamin Pierce," Casey said as he studied the files Gertrude had managed to dig up on their enemy from her hospital bed in Moscow. He and Morgan sat waiting in General Beckman's office while she finished her debrief with the head of Military Affairs. "Pierce. Twenty two years old when he dropped out of Yale and was recruited by the CIA. Looks like Quinn was his handler for almost three years. He's a certified genius, excellent with technical spy work but a poor field agent. His record indicates more than a dozen failed mission."

"So was he kicked out of the CIA?" Morgan asked toying with a paperweight on Beckman's desk.

"No. Looks like he went AWOL after Quinn was taken hostage during an important mission."

"That's correct." Morgan and Casey swiveled in their chairs as General Beckman entered the room, locking the door behind her. "Pierce was incredibly smart and good with the more sedentary aspects of CIA work...But he wanted to be out in the field, especially with Quinn."

"All these failed missions don't say too much about the kid's field rep," Casey grunted scrolling through the files again.

"Pierce was not a proficient field agent," Beckman continued with a sigh as she plopped into her chair. "He wasn't physically strong, in spite of hours spent with our most gifted trainers. He hesitated under fire and was never able to pull the trigger when it mattered most. His marks almost always escaped or injured him and his team in the process. When we pulled him from the field he was…bitter. Usually quiet and reserved, he became grossly insubordinate when he wasn't given another chance."

"And then his handler was taken," Casey added.

"Yes. When Agent Quinn went missing and we were unable to spare the resources for his return, Pierce became unpredictable. It was then we realized that his mental instability would be a constant concern, especially with the types of missions he was being assigned to. Before we could dismiss him entirely, he ran and eventually we lost his trail."

"Letting him live wasn't a smart move," said Casey, shifting in his chair. "Especially if the kid was such a wild card."

"You're right," Beckman sighed again. "I've made many mistakes in my career, Colonel, but ones like this-the ones we pay for-are the ones I regret most."

"So what do we do now?" Morgan interrupted and adjusted the paperweight he'd knocked over. "Pierce is on his way here, with Sarah, and he's going to use the Intersect to get the last piece of the Key."

"We'll be ready for him," Beckman's mouth was a thin line. "I've sent an air patrol to pick up Bartowski. He'll meet us at the base along with a strike team I've assembled. Pierce won't get the final piece, I can promise you that much."

"Good," Casey said rising and straightening his pant legs. "Then let's get moving."

o0o

"No fair," Lester said staring at the enormous jet waiting for Chuck on the runway. "You get a private jet ride to D.C.?!"

Chuck looked back at his old Buy More companions who were currently flanked by suited CIA agents. "I'm not looking forward to where it's taking me."

"Well as much as we'd love to come along and help Charles, we've got a music festival to attend. But…um," Lester paused as if he were struggling to find the right words. "Good luck, I guess."

"Come and see us on tour after all this is over," Jeff suggested, patting Lester on the shoulder and gesturing for him to follow. "See you around Chuck."

He watched Jeffster step past the CIA agents and scurry back towards their van parked near the airport runway. "Yeah," he mumbled to himself as the van took off. "See you around guys."

Turning back to the assembled agents, Chuck approached the jet stairway and said, "Alright boys, let's get to headquarters."

"Change of plans, Agent Bartowski," one of the men said ushering him aboard. "New orders from General Beckman. We're taking you straight to the rendezvous point."

The jet ride was quite short; so short in fact that Chuck barely had time to enjoy the private compartment's many amenities before they'd landed. Stepping out of the jet, Chuck was almost immediately knocked to the ground when Morgan barreled into him, trapping him in an enormous hug. "Chuck! Oh man, it's good to see you!" His bearded friend pulled away and began patting his arms and shoulders as if looking for wounds. "Are you okay? You're not hurt are you? Everything in its proper place?"

"I'm good, buddy," Chuck replied gently removing Morgan's hands. "Still in one piece."

"Bartowski!" Casey's bark drew their attention. He wore a heavy bulletproof vest and carried an assault rifle over his shoulder. Along with his determined sneer, Casey was the very image of a deadly soldier. "Glad you made it here in time."

"Well the jet ride helped. But Jeffster are the ones to thank for getting me out of the motel."

"Those idiots saved your ass?" Casey looked amused. "Heh. Guess they had a bit of spy in 'em after all."

Chuck's lips twitched in agreement. Looking around the compound he spotted a few groups of soldiers and agents clustered together, exchanging brief words and nods here and there but otherwise patrolling the area silently.

"Where's Beckman?" Chuck asked. As much as he wanted to prepare for Pierce's assault, he needed to know more about the CIA's involvement with the Key and Beckman was his best bet for a straight answer. Casey jerked his chin towards the entrance of the facility. "She's debriefing the strike-team captain before heading back to HQ. Better hurry if you wanna catch her."

Jogging towards the compound, Chuck took stock briefly of the various levels of security around the base. There were plenty of low walls to provide cover near the facilities outer gates, but at about 100 yards away from the entrance there was only a flat field. It would be best to avoid being pushed back too far by Pierce's men, lest they get caught in a deadly crossfire with nowhere to hide except inside the base's main building. Beckman stood at the main gate across from a tall, bearded man that Chuck recognized before he'd even turned around. "Cole?"

"Good to see you again Chuck. Sorry about the mishap in Chicago. My missions usually go over much more smoothly, but I suppose it just wouldn't have been a Bartowski operation without a flashy escape, eh?" Cole grinned good-naturedly, but Chuck was too distracted by the dozens of fresh scars on his face to register the quip. Along with the new scars, dozens of bruises dotted Cole's visible skin. He'd managed to escape the Atlas base alive, but definitely not unscathed.

"Cole…You look-"

"I know," Cole replied looking down at his chest. "Bit shocking, but I'm used to split lips and bruises, Bartowski. What's important is that Atlas was stopped. Now we focus on finishing Pierce. Hope you don't mind that I decided to crash the party?"

Chuck shook his head, berating himself silently for gaping at Cole like an idiot. "Not at all. We can always use an agent like you."

"Agent Barker will be leading the strike-team on foot," Beckman interjected. "You take orders from him today, Bartowski. Understood?"

Chuck responded quickly, "Of course."

"Good. Barker I'll leave you to debrief with the other men." Cole saluted Beckman, nodded to Chuck, and jogged away to join Casey and the other agents. "Bartowski if I could have a word with you?"

She'd beaten him to the punch, Chuck realized, as he followed Beckman into a small alcove to the right of the entrance, "Chuck, about the Key piece…."

"My father gave it to you?"

"That's correct. Stephen Bartowski entrusted me with the piece personally. He told me that it would be important for further developing the Intersect and that the other pieces were in the hands of some very dangerous men. I assumed that I would only need to keep the piece safe for a short while, but after the start of Operation Bartowski, it didn't cross my mind that we would need to alter the Intersect in any way. And then the death of your father…and the Ring, Agent Shaw…It all became much more muddled than I ever thought it would." Although Beckman was a woman small in stature, the pure respect she commanded always made her seem taller in Chuck's eyes. But now, she appeared to shrink before him, her shoulders slumped dejectedly and there was a look of pity in her eyes. "I'm sorry, Chuck. Had I spent the time to learn what your father intended to do with the Key, then it's likely we wouldn't be in this mess."

Chuck paused before replying; taking a moment to plan his next few words carefully. "It's alright, General, I'm not angry. I'm hardly the guy to blame anyone for making a mistake considering how much I seem to bumble my missions." Beckman chuckled lightly. "I'm just grateful you're here to help us now."

"Exactly. We'll stop Pierce here today Bartowski, there's no doubt in my mind. Meet with Barker and he'll explain the plan of attack. I'll be directing from headquarters but this mission is up to you and the others to carry out. Are you ready Chuck?"

"I'm ready."

o0o

Pierce had a private plane. Sarah should have expected it; it would explain how he managed to get around so much quicker than they did, but it still seemed uncharacteristically flamboyant for the tiny man. He sat across from her in the aircraft's passenger department, toying with the Governor. He'd been studying it and murmuring to himself for the better part of an hour, but Sarah was too busy trying to formulate a plan to bother with Pierce. The dull throbbing at the base of her skull had grown to a crescendo and the steady pounding made it difficult to concentrate. She had to find a way to avoid flashing once they reached the base in D.C. If she didn't, there was no telling what she might lose this time.

"It's a suppression device," Pierce said suddenly, drawing her attention. "This watch is a suppression device." Sarah wasn't sure how he'd figured it out simply by looking at the Governor, but it didn't bode well for her prospects of eluding him once they landed.

"Why would you need a suppression device?" he murmured, narrowed blue eyes flicking up to meet hers. "Unless…There's something wrong with your Intersect?" Sarah said nothing. The less Pierce knew, the less control he had over her, although she had a sinking suspicion that he would figure it out even without her input. Pierce chuckled to himself and leaned back in his seat. "Your loyalty to the people who stuck that thing in your head is uncanny. Ridiculous, actually."

"It was my choice," Sarah spat unable to hold herself back any longer. "I uploaded the Intersect."

"But who created it?" Pierce replied peering at her over steepled fingers. "The CIA made a piece of technology too powerful for their own good. They've used you and everyone else who's ever had that thing in their head. Is there any Intersect agent you've met who went on to live a normal life, Walker? No. It's caused nothing but pain."

"Why do you want it then?"

Pierce's jaw clenched. "They deserve to know what it feels like to have their own sick technology turned against them."

"So you're doing this all for revenge?" she prodded adding just enough venom to keep Pierce arguing.

"Revenge is a petty word."

"That's not a no."

He smirked lightly and replied, "Then yes, revenge. Revenge on an institution that says it stands for justice and uses its own people as pawns."

"What did they do to you?"

"The same thing they did to you, Walker. The same thing they did to all of us. They tried to take my humanity. They tried to make me into a cold, unfeeling drone that would follow their commands without a second thought. I won't let them do that to anyone else."

"Don't you think it's a little bit hypocritical to use the Intersect to take down the CIA when it's the part of them that you hate the most?"

"I prefer to think of it as cruel irony," he replied looking out the window. "I'm surprised you don't feel the same way. A broken Intersect in your head; who knows what will happen to you if it stays in there."

"You could help us," Sarah said quietly. "Help me and my team get rid of the broken Intersect and the glasses and then no one will have to suffer from it ever again, just like you said. There doesn't have to be violence or revenge, just redemption."

Pierce looked at her for a long time, saying nothing, only studying. Finally he frowned and muttered, "No. What's to stop them from creating another? I need the technology in my control and besides, why should I help you? You're one of them. I'll enjoy letting them watch their own agent be slowly destroyed by the Intersect. That adds a nice flair, don't you think?"

Sarah slumped back into her seat, defeated. If Pierce wasn't going to be swayed with words, then violence was her only course of action. She would infiltrate the CIA base, grab the final piece of the Key and fight her way out….or die trying. She leaned against the window and tried not to think of Chuck, wherever he was out there, alone and desperate for a way to save her. If she was lucky, he'd be far away by the time the final showdown with Pierce arrived.

Eastern Standard Time: 1600 Hours/Undisclosed CIA Facility/Outside D.C.

Chuck was nervous. His entire body shook as he stood alone outside the main entrance of the base. The sky above was dark and swirled with heavy clouds. A frigid breeze tore through the empty landscape. It was all rather fitting for a final showdown, Chuck realized grimly. His earpiece crackled to life as Casey said, "Chuck the strike team is in position and Morgan and I are headed to join you. Are you ready? Do you have Beckman's passcode?"

Chuck checked his front pocket where General Beckman's keycard was stowed away. "Copy that Casey. We're ready. Is there an ETA on Pierce's arrival?"

The line was quiet for a moment before Casey replied, "Our scout team just spotted a caravan east of your position. He'll be here any minute."

Chuck nodded to himself, clenching his fists at his side and taking a steadying breath. They were ready for Pierce's men. They had the entire CIA at their back. Chuck didn't doubt that Pierce would put up a fight, but at this point he didn't stand a chance. All he could hope for now was that Sarah hadn't flashed while she'd been with him. In the distance, Chuck heard the rumbling of car tires approaching the facility along with the crunch of boots signaling the arrival of Casey and Morgan.

"Where's the strike team?" Chuck asked as his friends came to a stop at his side.

"They've taken cover all over the area. Barker is with Alpha Squad nearby; when he gives the word, they'll open fire on Pierce. That's when you get into the facility and-"

"I know Casey, I remember the plan."

Casey grunted quietly and glanced at Morgan who was holding his pistol loosely. "Barrel up, Grimes."

"You always tell me to keep the barrel down," Morgan said jerking the gun into position.

"You're gonna have a hard time shooting the bad guys with the gun pointed at the ground."

Morgan gulped and looked at Chuck who offered him a weak smile. "You got this, buddy."

The rumbling of tires grew louder and before Chuck knew what was happening he, Casey and Morgan were surrounded by black vehicles; very similar to the ones that Pierce had in Wisconsin. Dozens of armored and well-equipped agents exited the cars, flanking Chuck's team with the only escape being in the direction of the base behind them. He didn't have time to count each and every one, but Chuck assumed there were close to thirty or forty agents surrounding them; where Pierce had managed to find so many willing guns for hire, Chuck wasn't sure. Finally, Pierce stepped out of one of the vehicles, pushing his way to the front, Sarah in tow behind him. Chuck felt his heart skip a beat when she came into view. She didn't look injured, but the damage the Intersect wrought was internal. He looked past Pierce to meet her gaze and relaxed when he saw the recognition in her eyes; along with very obvious distress. Her expression made it clear that she had not expected to see him here.

"Bartowski," Pierce grumbled, his face twisted into a grimace. "You're finally making this a bit of a challenge."

"Hand over the Key pieces, let Sarah go and you can walk away from this Pierce. No strings attached," Chuck kept his voice calm even though his heart was pounding out of his chest; one wrong word and Pierce could snap. He had to make sure Sarah was out of danger before anything else went wrong.

"I don't think so, Chuck," Pierce said smoothly. "I have the army and the Intersect while you have an old soldier and a Buy More employee. The fact that you beat me here doesn't matter because you still don't have the means to stop me."

"Pierce," Chuck repeated slowly, trying again for diplomacy. "Don't do this. I know why you want the Key. I know why you're angry with the CIA. Fighting us isn't going to solve anything."

Pierce's face contorted briefly, his eyes flicking from Chuck to Casey then Morgan and back. Casey was unable to hide his growing smirk, "Scared, Pierce? You're not as slick as you think you are. We dug up your old records and know all your little secrets. You're nothing more than a coward who couldn't cut it in the big leagues, what makes you think anything is different now?" Chuck glanced back at Casey, wishing he would pull back on the insults; if they angered Pierce too soon there was no telling what he might do to Sarah.

Sure enough, Pierce's expression grew darker. "I'm not who I used to be."

"Then prove it," Chuck added in a lighter tone. "Don't be the same man who turned his back on his team—"

"They abandoned me! And Quinn! They used us until we couldn't serve them anymore and then they left us to the enemy."

"Pierce, Quinn was a prisoner. He'd been burned on a mission. There wasn't anything they could do for him," Chuck tried once again to tap into what he'd learned from Casey about their enemy's past. "Quinn was your handler, he was important to you, but he was obsessed with revenge too and look where that got him."

"Thrown out a train window…" Pierce said bitterly, his hand twitching towards the small pistol clipped to his belt. "By your precious Intersect."

"Move now." Cole's voice crackled over Chuck's earwig and he could only assume that the strike-team had been watching the entire encounter. The armored agents burst into the clearing, matching each of Pierce's men with one of their own. For once, Benjamin Pierce looked momentarily startled; and then his expression darkened once again as he turned to Chuck. "Using CIA resources is cheating Bartowski."

"You're one to complain about cheating."

"Put your weapons down," Cole ordered Pierce's men, keeping his eye trained through the sight on his barrel. "Weapons down. Hands up and we'll resolve this calmly. Benjamin Pierce, you have one more chance to surrender." Both armies tensed, guns still trained on one another as they waited for the next command.

"If you think that guns are the only thing I have up my sleeve, you're sorely mistaken," Pierce growled. Chuck felt the strike team shift behind him and held up his hand to keep them at bay. Pierce took advantage of the brief pause to draw a circular band from within his pocket. It took Chuck only a moment to realize that he'd taken Sarah's Governor. Time slowed as Pierce deliberately met Chuck's gaze, smirking ruefully and crushing the Governor beneath his boot.

"No!"

"Open fire!"

Cole and Chuck's simultaneous cries spurred the strike team into action and the air filled with gunfire. Agents dodged left and right behind cars and cover as bullets sprayed the yard. Casey reached forward, dragging Chuck behind a low wall and forcing him to the ground before popping back up and firing rapidly at the enemy line. Chuck peeked out around Casey's boots, searching the crowd until he spotted Sarah struggling against two armed agents. She was putting up a good fight, but Chuck could see her hesitate with each swing. Without the Governor it was likely she was holding back to avoid flashing unnecessarily. When one of Pierce's men landed a blow against her ribs, nearly bringing her to her knees, Chuck scrambled to his feet and bolted across the battlefield as fast as his long legs could carry him. He ignored Casey's order to return and instead drew his tranq gun from its holster. It was difficult to aim while running, but nothing compared to shooting from the back of a speeding motorcycle. The gun bucked twice and Sarah's assailants collapsed, giving her momentary respite. She looked around, confused, before turning to see who it was that had rescued her.

"Sarah!" Chuck cried, waving his arms above his head. He would realize later that loping through a hotbed of gunfire with his arms flailing around had not been the smartest of moves, but it certainly got Sarah's attention and suddenly she was speeding across the open field towards him. They met in the middle and Chuck threw his arms over her like a human shield, ducking low to the ground and pulling her with him back towards Casey-and cover.

"Get down!" Casey shouted, practically shoving Chuck against the low wall the second they were close enough for contact. Pushing himself into a sitting position, he pulled Sarah against him, cradling one hand against her cheek and urging her to look at him. "Sarah, baby, oh my god… Are you alright? Did they hurt you? Did you flash?"

She shook her head quickly, struggling for enough breath to reply, "No, no. I'm fine. Nothing happened." Her eyes finally met his and Chuck was surprised to see them filling with tears. "I'm so sorry, Chuck. About the motel. I had to think fast and I just wanted you out of danger—"

"No, no, no, don't apologize." Chuck pulled her against him again, running a hand through her tangled hair when she ducked her forehead against his shoulder. "It's okay. Don't worry about that now. You're safe, that's all that matters." He closed his eyes, blocking out the gunfire and the shouts and focusing instead on memorizing what it felt like to have her next to him again. Her hands found his lower back, trembling slightly when she curled her fingers around the fabric of his coat. Pierce's men were either far more talented, or more brutal, than any of them had expected because CIA agents were dropping all around them. "Damn it!" Chuck heard Cole's voice over his earwig. "Bartowksi do you copy?"

Chuck raised one hand and pressed it against his earpiece for a clearer connection. "Cole, I read you."

"Get into that base and get the Key now. We'll hold them off for you as long as we can."

"Copy that," he said meeting Sarah's concerned gaze with one of his own. "Stay here. Stay with Casey and Morgan, they'll protect you."

Sarah's brows drew together. "Where are you going?"

"I'm going to get that last piece," he said rising on unsteady legs. Sarah quickly drew herself up to full height as well and glared at Chuck. "Then I'm going with you. We are not splitting up again."

Chuck looked at Casey and Morgan, both too busy dealing with enemy fire to notice that their companions had drifted away from cover. He clenched his jaw thoughtfully. Taking Sarah into the base was dangerous, but leaving her here left her open to gunfire and flashes. And she was right, he did not want to separate again. Without another word, he grabbed her hand firmly in his and bolted towards the base, whipping out Beckman's keycard as they went.

o0o

Beckman's card granted them access to the base's main entrance and many security doors; but the place was an absolute maze. Each sterile white hallway looked the same as the last and before long they were turned in circles. Swearing, Chuck reached up to his earwig, switching the channel and attempting to contact Beckman. "General, do you read me?"

"Copy…Bartowski. I read you." The connection was spotty from her place at headquarters, but Beckman's voice was definitely on the other end of the line.

"General, I need you to direct us to the Key. This place is too big."

"Tracking yo-…location now….Take th…-llway to your left."

Chuck gestured for Sarah to follow and took off down the hallway, following Beckman's orders for another hundred yards until she told them to turn right. Right, left, right, security door, another long hall. Beckman's instructions seemed to go on forever and the longer they traveled, the more corrupted the radio connection became.

"The last door…you'll find the Key." The General's line went dead but Chuck's earwig clicked back to life, this time with Casey's voice. "Bartowski…you inside? Pierce is…"

"Casey? Casey, I can barely hear you." Silence. Chuck looked around to see Sarah at the other end of the hall near a large metal door. She turned and waved for him to join her. "This is it!"

Deciding to worry about Casey's attempt to contact them after they'd gotten the Key, Chuck joined her at the door and swiped the keycard one last time. The door slid open and they stepped into a large white room with a single glass case in the middle. At the bottom of the case was a small ID pad that Chuck quickly typed Beckman's ID into. The case slid open and inside sat a small, black box-like object. The final piece.

"This is it," Chuck breathed. "We found it." He lifted the piece carefully as if it would shatter into a million pieces if he applied even the slightest pressure. Holding it out to Sarah, he met her gaze with a slight smile. "We did it."

The click of a gun barrel made them jump. Pierce stood in the doorway, pistol raised, and face twisted into a sneer. "Many thanks, Chuck. Couldn't have gotten this far without you. Now hand me the Key."

Chuck reached for his own tranq pistol only to realize that it no longer hung in its holster; he'd dropped it on the battlefield at some point when they'd scrambled for cover. A quick glance in Sarah's direction told him that she was unarmed as well. Slowly, Chuck pocketed the piece, earning a growl from Pierce.

"You won't shoot," he said. "You were never able to shoot your marks, Pierce. I know why too, because I was…am…the same way. Taking a human life is something irreversible. I know you won't do it Pierce."

"I don't have to kill you to take that piece," Pierce snarled, but Chuck could see his gun-hand trembling.

"Yeah you do. You'll have to take this piece over my dead body," Chuck replied smoothly. "Because I'm not giving it to you for anything less than my life."

Pierce barked a laugh, "Dramatic, Bartowski, but I'm not giving up either. I will become the spy they thought I couldn't be. I haven't come this far just to be stopped by a pathetic excuse for an agent and a broken Intersect."

"Take one more step and I'll show you how broken I am," Sarah growled. Chuck reached for her arm, tugging lightly at her sleeve to draw her closer. Pierce raised his gun, aiming at Chuck's chest; his hand was trembling fiercely now.

"Give it to me, Chuck. Give it to me now."

"No."

"I said now!"

"No."

Pierce's face was wild, his eyes wide and large, light foam forming at the corners of his mouth. His entire body shook and before Chuck could attempt to negotiate further, Pierce's finger closed around the trigger. Once again, time slowed and Chuck saw the next few moments with startling clarity. Sarah's face went slack, her eyes flickering beneath lowered lids, snapping open a moment later as she rushed Pierce with astonishing speed. Before he could fully pull the trigger, Sarah had kicked the gun from his hand, snapping the fragile bones in his wrist and wrenched his arm around his back. Sweeping one foot around she kicked Pierce's feet out from underneath him, knocking the breath from his lungs as he hit the ground, head first, with a resounding smack. She followed his descent, propping one knee against his chest and reaching for the gun he'd dropped. In less than ten seconds, Sarah had disarmed, thrown and pinned Pierce and now held his own pistol to the center of his forehead. Chuck stared at the scene before him, not sure whether to be impressed or absolutely terrified. Sarah's expression was chilling, only growing darker as Pierce began to struggle and flail.

"You tried to shoot Chuck," she said when Pierce stopped and began gasping for air. "You tried to kill Gertrude, Morgan and Casey. You were going to use the Intersect in my head until it destroyed me. Why should I let you live?"

"Sarah," Chuck's voice was quiet but it drew her attention nonetheless. The way she was behaving reminded him of the Sarah Walker he'd met five years ago, not the one he'd grown to love. Whatever had happened inside her head during that flash had brought out a side of her he hadn't seen in ages. He didn't need to say anything else; the moment she met his gaze she seemed to snap back to reality, eyes flickering from the gun to Pierce's terrified face and then back to Chuck. Slowly, she rose, lifting her knee from Pierce's chest and stepping away, holstering the gun just to be safe. It was then that Chuck noticed the blood pooling around Pierce's head. He recalled the man's medical profile, anemic with thin, brittle bones, not suitable for heavy field work. With a sickening jolt, he realized that Sarah had unintentionally thrown Pierce to the ground with enough force to split the back of his head. Whether he'd been concussed, or had broken bones, it didn't seem to matter; Pierce was bleeding out and his body was still trembling fiercely, most likely under some sort of cardiac shock as well. Hurrying forward, Chuck dropped onto his knees and gripped Pierce's shoulders, "Pierce….Can you hear me? Pierce?"

His watery blue eyes flicked up and Chuck could see they were filled with absolute terror. His mouth opened and closed but no words came out; the last ones had been wasted on begging for a life they couldn't save. "Pierce, stay with me. Hey, just keep looking at me okay?" Pierce's body convulsed once, then again and suddenly stiffened. A long wheezing sigh was all Chuck needed to know that Benjamin Pierce was dead. He looked back at Sarah who stood behind him wearing a dazed expression. "I didn't mean to…"

Chuck shook his head, rising and pulling Sarah into a tight embrace. As horrible as it felt to admit it, he realized that Pierce's death was probably the best possible outcome, accidental or not. A man as clever and determine as Pierce would not have taken kindly to spending the rest of his life in a prison cell. That was a lesson Chuck learned long ago from Daniel Shaw.

"We need to get out of here," he said finally, stepping away and pulling her towards the exit. She followed unsteadily, her gaze still trained on Pierce's still form. "Come on, Sarah." They'd barely managed to step away from the room before a faint beeping noise caught Chuck's attention. Looking around for the source, he saw it pressed against the door frame—a bomb.

"He was going to blow the place up," Chuck realized as he knelt down to get a better look at the device; it displayed ten minutes in red angry letters. The bomb reminded him of the ones Shaw had set in the Buy More so many years ago. The ones that had set off a chain reaction that decimated the store. He touched the surface of the device carefully, searching for some sort of seam, "Do you think we can diffuse it?" Sarah was at his side, attempting to peer over his shoulder, but he pushed her away. "Stay back, we can't afford for you to flash again."

"I may have to," Sarah argued. "We don't know how powerful this bomb is, Chuck. Or if Pierce planted more of them."

Chuck hands trembled, his eyes flickering back to the red countdown, "Let's get out of here. We'll have Cole and Casey evacuate everyone, just to be safe. We just need to run fast. Really fast. Come on!" Leaping to his feet, Chuck grabbed Sarah's hand and pulled her down the long hallway. As they ran, he lifted a hand to his earpiece. Whether or not the bomb-or bombs-were powerful enough to destroy the base didn't matter at this point; Cole and Casey needed to evacuate immediately.

"Cole?!" he called over and over as they ran, the connection was mostly static, but suddenly Chuck heard the faintest of replies. "Bartowski?"

"Cole! You need to evacuate everyone now! Get away from the base! There's a bomb. Pierce planted a bomb inside the building." Chuck stumbled, nearly falling face first as Sarah tugged him suddenly down another hallway.

"Copy!" Cole's voice was clearer now. "What's your status?"

"We're almost out," Chuck panted. "You've got to hurry, Cole. You've got less than ten minutes."

"Where is Pierce?" Chuck heard Cole ask after he'd barked a long series of orders to the agents around him.

"Dead. He's dead."

"….." A brief silence as Cole registered his words. Finally he asked, "Did you retrieve the pieces?"

"We found it!" Chuck veered down another hallway. "It's safe."

Cole paused again, "Do you have all three?"

"What?"

"Pierce has them, Bartowski. He was carrying the pieces."

Chuck came to a dead halt, his blood running cold. Sarah tugged on his arm, attempting to pull him forward only pausing when she caught his expression. "What?"

"The pieces…are back there," Chuck explained as he looked back the way they'd come, back towards Pierce's lifeless form and the bomb slowly ticking away. His eyes met Sarah's and she shook her head fiercely the moment she realized what he was planning. "Chuck no. You can't go back. You won't make it out in time!"

"I have to try," he argued taking a step back. "These pieces are the only chance we have at getting your memory back."

"We'll find some other way—"

"There is no other way." Lowering his voice, Chuck let go of her hand and backed slowly down the hall. "Run, Sarah. Go and I'll meet you outside!" Sarah didn't even look towards the exit. Instead, she bolted past him, taking his hand again and dragging him back towards Pierce, somehow faster than before. Left, right, left, she remembered the way better than Chuck did and it was all he could do to keep up with her as they sped through the base. By the time they'd reached the door, Chuck could barely breathe, his legs trembled beneath him as he dropped down next to Pierce's body, searching his pockets for the pieces. Cole was right, they were tucked into the man's pants pocket. Why Pierce had decided to keep them in such an unsafe spot, Chuck couldn't be sure but it seemed likely that Pierce had been the type of man to trust only himself. Especially with something as powerful as the Key. Tucking the other two pieces into his own pocket and trying to ignore how skeevy he felt about rummaging through a dead man's clothes, he glanced at the bomb on the door frame: two minutes now.

They didn't have enough time. Arguably they could make it out of the base, if Chuck could find some final burst of energy to get him there. But it was hardly likely they'd be able to make it out and evacuate far enough away to stay clear of the blast. They'd reached an impasse. Chuck could see Sarah's mind whirling for an escape when suddenly her face went slack again. Another flash. This one had her doubled over, clutching her head in agony. Chuck hurried to her side and gripped her shoulders tightly to keep her on her feet. When she straightened, he could see pain in her glassy eyes and she swayed slightly as if dizzy. Blinking rapidly to clear away the effects, Sarah grabbed his arm and pulled him down a different hallway, towards a door they hadn't come across before.

"Where are we going?" he asked, scrambling to unlock the door with Beckman's keycard.

"I flashed on the base's layout. There's a small blast shelter underneath it. If we're lucky, it will be strong enough to keep us safe." The door clicked open and Sarah pulled him inside to the middle of the room. Pushing aside a rolling table, Sarah revealed a small square door in the middle of the floor. She lifted the handle, revealing a set of long metal stairs that led into a tiny square room. Tumbling down the stairs, Chuck had to crouch low to avoid bumping his head on the low ceiling. Sarah pulled the door shut behind them and joined him in the far corner of the bunker where he'd curled into a tight ball. She sat next to him and they gripped each other tightly, silently counting down as the silence of the room pressed in on them. Chuck's grip tightened on Sarah's shoulders when the building shook, dust falling from the ceiling with the impact of the blast. The lights in the tiny room flickered suddenly before burning out, leaving them in total darkness. The room shook again, more fiercely this time before everything went unbearably still; the only noise was that of their heavy panting. When the silence had stretched for what Chuck assumed was nearly five minutes, he allowed himself to relax slightly.

Quickly he checked the connection on his earwig, "Cole? Casey? Does anyone copy?" Silence. They were alone, most likely trapped under rubble in the underground bunker. But they were alive. And they had all the pieces of the Key. Chuck could barely see past his own nose in the crushing darkness, but he could feel Sarah shift closer and wrapped his arms around her as comfortingly as he could in spite of his own panic.

"I'm sorry, Sarah." His voice sounded too loud in the muted atmosphere. "I just wanted to help you get your memories back. I never thought that this would turn into something so…huge."

"Don't apologize." Her voice was weak and tired. The flashes had taken their toll, Chuck realized. "You sound like you're giving up."

"I'm not," he smiled lightly. "We're going to get out of here and put the Key together. We'll get your memories back, we'll get you back." She shifted again and he felt her head fall against his shoulder as he continued to talk about their future back home. After a while silence fell over them once again and Chuck quickly realized how still Sarah had become. He shook her lightly; she was limp against his shoulder, "Sarah? Hey, baby, wake up. Sarah, you need to stay awake." There was no response. Panicking, Chuck searched for her neck in the dark, pressing his fingers against her pulse point and sighing when he felt the faint flutter of her heartbeat. It was weak, but it was there. Still, they needed extraction soon. Neither of them would last much longer in the cramped and stuffy bunker. Now their fate rested in the hands of their team.

Thank you once again to everyone reading/reviewing, and/or simply taking a chance on the story. We've got a few more chapters ahead and then I'll be wrapping up this journey. It's thanks to you all that I've even gotten this far and I hope you all are still enjoying it.

As always reviews and critiques are more than welcome! Until next time…