A/N: Thanks for the continued support.

I didn't have a beta so mistakes are all mine.

Spoilers: Instinct

Warning: I allude to a real bad word. Sorry, but writing some of these characters and not having them swear is tough.

Will drove through the deserted streets of Terra Nova making sure no one was out and about. The settlement was locked down and everyone was ordered into his or her homes because the few hundred pterosaurs that had attacked the marketplace at noontime were coming back with millions more. There was nothing the soldiers could do except hope that the smartest man on the base and the new brilliant physician Elisabeth Shannon could come up with something. It was times like that that Will really wished he could just shoot something.

The Sergeant looked out the window and saw a steady stream of black figures flying toward the colony from the West. It brought back images from an old twentieth-century move that he loved about an invasion of birds to a small town.

He'd been driving through the residential section with every intention of making sure the Porter house was buttoned up tight when he heard a scream. Will slammed on the brakes and stuck his head out the window to look around.

"Help me!" a little boy screamed as he ran down a side street, the street that led to Abigail's house.

Will jumped out and ran toward the boy. His heart dropped when he saw it was Jason, clutching the knife he'd given him in his right hand as he ran.

"Will!" Jason cried when he saw him. "You gotta come!"

"What's going on? Where's your aunt and sister?" Will yelled. He strode forward and caught the boy in mid-stride, picking him up.

"Aunt Abby, she's-she-she's panicking. She can't breathe." Tears streamed down the little boy's ashen face and he shook like he had fallen into freezing water.

"It's okay. I'm coming. She'll be fine." Will didn't have a clue what to do if she was having a full-blown panic attack. He carried Jason back and put him in the passenger seat of the rover. "Buckle in."

As soon as Will heard a click from the harness he floored the rover, kicking up a cloud of dirt as the first of the pterosaurs flew over the wall. "Has she ever had one like this before?"

"Y-yes, but not for a long time. It happened once when she got home from a date last year." Jason's voice was still shaky, but he managed to stop the sobbing.

Will gripped the steering wheel tighter as he flew up the street. He didn't have time to continue asking the kids about these dates their aunt was sent on last night. Something awful must have happened to give her an attack after a date.

Rage once again was the dominant emotion in Will as he slammed on the brakes outside the Porter's house. "Come on," he said, dragging the boy out of his seat.

Some of the pterosaurs were already circling around the house and one flew at them. Will got off a one-handed shot with his pulse rifle, knocking the creature from the sky. Jason was screaming and waving his knife around because one was trying to peck at him.

Carter tightened his hold on the boy's waist and hit the bird-like creature with his gun because it was too close to get a shot off. "We're almost there, Jason."

The little boy screamed again as a creature flew into Will's back. The armor protected him, but the little thing wouldn't let go. Once he got to the door, Will opened it a bit, shoved Jason inside and started unbuckling his armor. Another creature flew at his helmet so he chucked it at one, knocking him out of the sky.

The sky was beginning to fill up with dark shapes in the dusk so Will spun, fired randomly at the nearest flying demons and quickly slipped inside the house. Once his eyes adjusted to the dim entryway, he heard the kids crying and someone… gasping.

"Abigail!" He ran, still clutching his rifle with one hand into the kitchen, where she was huddled under the island near the stove. The kids where surrounding her as she sat in a fetal position, her eyes squeezed shut, hands clasped so tightly around her knees that they were white and her breathing a wheezing sound that send chills down Will's spine.

He set his rifle on the countertop and dropped to his knees. "Abigail?" Will reached out with a shaky hand to touch her head.

She screamed and drew back further into the alcove.

"Aunt Abby, it's Will," Jess cried, tears streaming down her face like her brother's, the liquid blue eyes melting the soldier's heart.

"Abby," he tried again in a softer voice. "Sweetheart, I'm here. You're okay. Nothing's going to get in. I won't let anything happen to you." As he spoke he reached out and touched her hair. This time she didn't pull away, but seemed to lean toward his hand. He turned his gaze on the kids. "And I won't let anything happen to either of you." His brown eyes connected with the twins blue ones and they both nodded. "Is there a room without any windows?"

"The bathroom's near our rooms," Jess said.

"I want you two to go there. I'll bring your aunt. I need to secure the house, but I need to know you're safe first." Will's hand stroked Abigail's hair and her trembling and breathing slowed.

"O-okay," Jason said, the knife still clutched in his hand.

Will stood up for a moment to watch as the kids went down the corridor and into a door on their right. The light came on before the door closed.

He looked around to make sure nothing was already inside and then knelt down with Abigail. It was obvious she was out of it and most likely didn't understand anything he said, but his voice seemed to calm her so he started talking. "I'm going to move you to the bathroom with the kids. You'll be safe there while I search the house."

Will moved closer and slid an arm around her shoulders. She became agitated again and pushed at him. "L-let me go. They'll c-c-come in…"

"Nothing's getting in. I swear," he said. His other hand rested on her hands, which still clutched her knees. "Let me help you, Abby."

To have her so close, even in this situation, caused his thoughts to wander. As he pulled her against his chest, he noted how small she was in comparison to himself. His arm easily surrounded her petite frame. When he slid his left arm under her knees and lifted her up, it didn't tax his muscles in the least.

"N-no!" she screamed, her eyes flew open and her hands pushed at his chest. "P-put me down."

"It's okay, sweetheart. I've got you and nothing's going to happen to you," Will continued to speak in a soft voice because he knew it soothed her.

She sobbed again and pressed her head against his neck. He felt hot tears soak into his t-shirt, which was all he wore under his armor. His grip tightened on her and he moved swiftly to the bathroom.

"It's me. Open up," Will said after knocking. He heard a mechanism unlock and the door slide open.

The kids were standing inside the door and Will noticed they piled towels on the floor for them to sit on. He had to smile at their ability to think during a difficult situation.

Will knelt down to place a crying Abigail on the floor. He didn't have much time to dwell on what was happening because he needed to secure the house, but he knew with absolute certainty that he hated to see Abigail cry. It was going to be his mission to keep the tears from her beautiful eyes as often as possible.

He set her on the pile of towels and tried to remove her hands that clutched his shirt. "I need to…"

"Don't go!" she wailed, her eyes wide open again. "Those things…"

"Are outside, but I need to make sure they stay outside." Will took hold of her hands and gently, yet firmly tried to remove them from his shirt. "I'll be back shortly."

"I-if they kill you, we-we…"

"It'll take more than flying rats to kill me." He smirked, letting his confidence into his voice in the hopes of calming her down.

"Dad said they already killed soldiers," Jason said and Abigail tightened her hold on him again.

"They weren't prepared. I am," he said to the boy. "Abby, I'll be right back. I swear." He stared into blue eyes still swimming in tears. Will wished he could say something to make her stop being afraid.

"N-no," she whined.

Will desperately wanted this to stop. He wanted the beautiful feisty woman he met in the clearing back. Whatever it takes, I'm going to help her stop being afraid. "Abigail!" He tried raising his voice and only got fear in her eyes. That didn't work.

"Aunt Abby, Will is coming back. He's got to make sure the house is secure," Jess said. She seemed to be the first to calm down and stop crying.

Will smiled at the girl and thought she already was on her way to stepping into Lieutenant Washington's shoes. "Jess is right. You don't want me to have to send her because you won't let go, do you?" Perhaps humor?

"What!" Abigail shouted, her grip tightened and Will thought he heard the fabric start to rip.

Looks like humor's not working either. That leaves only one option. Will leaned forward and kissed Abigail on the lips. His hands moved to cup her cheeks and hold her firmly against him.

The first sound that registered besides the pounding of blood in his veins, was giggling, followed by scratching. Remembering where he was and that the woman he was pressing his lips against was having a panic attack, he pulled back.

"You kissed her!" Jess proclaimed like it was the greatest thing ever.

Will scrambled to come up with something to say because Abigail was looking at him with clarity in her eyes. She licked her lips and he fought the desire to kiss her again, not caring that two eight-year-olds were in the room. "The last guy I knew who had a panic attack I had to knock out and throw over my shoulder to get him off the battlefield. Hitting your aunt is never an option."

The fire was back in Abigail's eyes and it was worth her anger to get it. "I-I'm better."

"You look much better." Will smiled and swiped the tears off her face with the pads of his thumbs. "Now I really do need to make sure those little bastards can't get in."

Abigail pressed her head into the warmth that surrounded her. She was still too frightened to let her embarrassment take over. Pretending to be asleep seemed like the best idea, so she didn't move even though she'd fully awakened.

How she managed to sleep in the arms of Will Carter was something she'd be asking herself for some time to come. The man constantly mocked her just when she would start to believe he was a good guy. Of course he's a good guy or he wouldn't spend the night with you and the kids when ravenous creatures were invading the colony.

A shudder went through her as she remembered Jason excitedly telling her last night how Carter battled off the pterosaurs while protecting Jason in the process. Abigail had to admit her anxiety was alleviated by the fact that Will Carter sounded like a great soldier. She'd never have come to that conclusion by his laid-back attitude.

After an hour, the kids started getting sleepy but were afraid to go to their rooms. Carter moved them all into Abigail and Jess's room, reconfigured the furniture and got the kids to bed. She found herself seated next to him, leaning against the wall on her bed. After some time of listening to nothing but the pounding of wings and beaks against the house, the noise turned into white noise and she slumped against Will.

She had no idea how long ago that was; only that silence now reigned, with the exception of the soft snoring coming from the man lying next to her. Will's arm was wrapped around her shoulder and his other hand held hers over his chest.

Wrapped up in his arms and resting her head on his chest, Abigail felt safe. It wasn't anything she'd ever expected to feel in his arms, but she did. Will Carter was obviously a man's-man, used to getting his way with the women he set his sites on. Yet, he held her tenderly and spoke to her in a soothing voice that pulled her back from the brink. I have nothing to fear from him.

As if reading her mind, his breathing changed and his arms moved. She continued to feign sleep out of insecurity.

Will slid his arm out from under her and set her hand on the mattress, which was warm from his body. Abigail felt him hover over her and his voice, so soft she strained to hear it, whispered, "Sweet dreams, honey." His lips pressed against hers briefly and then he was gone.

The pounding in her heart should have awakened the kids. She thought about getting up to see what was going on outside, but didn't. No one had been present for her previous panic attacks, except for the children, so she had no idea how to act around him.

Will Carter stepped carefully onto the front porch of the Porter's house. There was a lot of damage he could see to the houses in the neighborhood. He paused to pick up the armor that he'd removed and tossed on the porch.

"You son-of-a-bitch! Did you at least wait until my kids were asleep before you f…," Kyle Porter started to shout.

He never got the opportunity to finish because Will Carter's fist connected with his jaw, sending him flying back to land in the dirt in front of a rover. The arrogant doctor, who dared to imply Will slept with Abigail, was unconscious.

"Shit," Carter said, shaking his head. "I better not have killed him."

"Damned right you better not have," Wash's angry voice shouted.

He looked at his CO as she hopped out of the rover and stalked over to them.

She knelt down and felt for a pulse. "At least he's alive. What the hell were you doing?" Her eyes narrowed as she looked from Will to the house and back.

"I was protecting the Porters," he replied.

"Protecting?"

"Yes. I don't usually have sex in a room where children are present," he growled. "What kind of creep do you take me for?" Will knew he was being insubordinate, but this bastard tried to prostitute his sister and then had the audacity to assume Will had sex with her. The lack of respect he showed for Abigail truly astounded Carter and made him more desperate to know why Abigail put up with it. Slugging him was the least Will wanted to do to him.

Wash shook her head. "No way he doesn't press charges, Will."

"I know. But I'll do it again. In a heartbeat," Will replied. He glanced at the house to make sure the kids and Abigail hadn't seen what happened.

Against his will, he bent down and picked Kyle up in a fireman's carry and walked to Wash's rover. She opened the back.

"If it's any consolation, you are now Reilly and Oliveira's hero," Wash said.

Will looked questioningly at Wash.

"They both complained that he tried to cop a feel when he examined them."

Will dropped him hard on the deck of the rover. "Oops. Guess I'm not as strong as I look."

Wash did all she could to not laugh, but failed. "I'll tell Taylor you were defending a lady's honor."

"Oh, I'm sure he'll buy that."

TBC

A/N: I finally caved in to the pressure and let Carter get in a punch. ;-)