Why am I writing another one of these? Because I'm sick, I tell ya! I'm sick in the head and I like Sarah Walker naked! That's why. You want to fight about? Well, I don't feel like it. Thanks for the reviews on the previous chapter. Who knew a matured rated fic could get to 100 reviews? That's like a milestone in itself. Shut up, BillAtWork! Your story was rated T for a while before so you changed it to M so that's cheating.

This chapter takes place at the infamous Barstow motel scene in Season 2: Chuck Versus the Colonel. This may not be quite as smutty as the other ones (I'm looking at you chapter 6!) but I hope you enjoy it.

I do not own Chuck.

WARNING: Mature content below. Please advise.

(:o)

Being on the run is something Chuck finally realizes he probably should've prepared for long ago, but just like his Five Year Plan, he has procrastinated every time the idea appeared in his mind. With the Intersect in his head, he knew he was public enemy number one and the government could easily turn on him at a dime. Maybe some blank passports; one from Canada perhaps, would be helpful at this particular junction. Instead of being at this dingy motel room, he could already be in another country safe from everyone trying to get the daunting computer inside his head. But Sarah, that beautiful, beautiful angel—agent. Chuck needs to correct himself for the umpteenth time. Instead of remaining a slave to the government, she betrayed them to protect him. She is helping him run away and he cannot think of anyone he'd rather be under the protection of.

Sarah opens the door to the motel room and his mind suddenly fixates back to the present and the situation they are in. As they step in, Chuck clears his throat as he closes the door behind him. He glances over at the far wall where one lone queen size bed rests. "As you can see," he mumbles almost disheartened because he's still unsure how to talk to Sarah since she chose him over her job. "There's just the one bed…" He notices the annoyance in Sarah's demeanor, something he is proud to be able to read as it took him a lot of time to learn her hidden expressions. "A little presumptuous, I guess," he tries to joke, but it just comes off as pained. "Should I've asked for separate rooms?" He suddenly asks, just wanting to hear her talk because she hasn't said a word since arriving at the motel room.

"No," she turns to him, all signs of frustration and agitation instantly gone from her expression, "it's fine. As long as we're on the lam, I can't let you out of my sight," she assures him almost sweetly, contradicting the annoyance she was displaying only moments ago. She digs into the small black plastic bag she brought in with some clothes she bought at a thrift store earlier. She pulls out a plain shirt and panties as she dismissively states with a contradictory smile, "I'm gonna take a shower." She instantly heads to the bathroom, the awkward tension getting to her. She knows emotions are a bit high with the whole excitement of being on the run from the government while also searching for Chuck's father.

"I'm assuming the whole out of your sight thing doesn't really apply right now," he quips knowing the answer. He doesn't know where that came from, but now he is more nervous than ever. He may have just dropped the ball on the whole dream of them getting together coming true.

She sends him a cheeky grin wondering where that came from. Sure, she knows he wants to be with her just as bad as she wants to be with him, but he has always been more reserved and subtle. She blames it on the high emotions from being hunted by the government and possibly even Fulcrum. She slips into the bathroom and closes the door, relieved to have some separation from Chuck. It isn't that she doesn't enjoy her time with him and he almost always gets her to look at things on the bright side, but the tension has really grown since she chose him over the government.

"Right," he responds awkwardly towards the closed door as he stands up tall and stiff. He takes a bite of the air, wondering if he totally screwed any chance he had with her because of that comment. He has always worried what repercussions would come from his actions, most of them with Sarah in mind. He has always tried his best to do what she would want the most, still clinging onto that hope that she will finally give him a chance at being an intimate partner and lover.

(:o)

Sarah finally gets the time to think alone. Chuck being right beside her for the last couple days have really been hard on her because she knows that he loves her. He may not have told her, but the things he does for her have definitely shown it. And the worst part, in her opinion, is she loves him back. All his actions, all his motives have been for her. He swung form the rooftop of the Buy More, defying his acrophobia, to save her from Sasha Banachek. He kept her spirits up during a high school reunion she had no plans on ever going to. He shielded her from Fulcrum's evil Intersect in the suburbs. He never gave up on her when Bryce showed up unannounced, even though Bryce had stayed at her apartment and was her date for the mission. He held strong through her humiliating attempt at controlling the situation with Cole Barker. He helped her save her father from a Saudi Arabian Sheik, while also accomplishing the mission they had failed earlier; and choosing her over the ten million dollars her father had put into his account. Chuck has been an extraordinary individual for everything he's done without asking for anything in return.

Would it be so bad if I gave him what he wanted? She questions as she stares at her bare feet over her breasts while the shower water cascades around her face; her hair in long unruly braids protecting her face from the rushing water. I want it too. She throws her head back trying her best to clear her mind as she reaches for the soap the motel has supplied. On second thought, she decides not to trust the distortedly shaped bar of soap that looks like it has already been used before.

"Ow! Shit!" she suddenly hears Chuck shriek.

Mission mode has engaged. Without even letting her mind survey the situation, she hops out of the shower, grabs her gun from the counter, and bolts out of the bathroom. She aims her gun at the lone figure sitting at the table; a piece of his salad falling from his dropped jaw. His eyes widen to extreme lengths as he just soaks in the picture of perfection. She doesn't even register that she is standing there dripping wet and naked with a gun aimed at him. "What happened?" She demands heatedly, still worried for his safety.

He doesn't respond as he continues to remain completely frozen in shock; his hand still holding the fork halfway to his mouth. Sarah Walker is standing in front of him with nothing covering her every inch of skin but the glistening water from the shower. A lone drop of water finds its way down her neck and onto her left breast. It rides the perfect curve all the way to the nipple before taking its free-fall. Her every centimeter of privates showing as Chuck is still frozen and speechless. The thin velvety lips of her vagina so beautifully molded to her crotch are directly in his face, gleaming like a shining star thanks to the water.

Sarah finally coming to terms that Chuck isn't in immediate danger allows her mind to finally assess the situation. And what her mind finds out is like a situation out of a kid's nightmare, but worse because she isn't even wearing any underwear. Her face instantly turns bright red from the blush and she crosses her left arm over her chest, effectively hiding her sweet little nipples while bringing her right hand gripping the handgun over her crotch, again, effectively blocking it from plain view. But even with her naughty bits blocked, she is still revealing as much skin as a model wearing only body paint would.

"What the hell did you scream for?" She demands testily, her voice only a few octaves higher than normal after she found herself in this predicament.

"I…" He remains almost completely still as he jaw moves up and down; no words coming out.

"Well?" Sarah finds herself annoyed and angry that she just flashed Chuck and it doesn't seem like anything is wrong at all.

"I… I stubbed my toe?" He says in such a high voice that it sounds like a question.

"Argh!" Sarah growls in annoyance that she literally just gave him a full view of her naked body because he bumped his toe on the table. "Dammit Chuck!" She huffs agitatedly and turns on her heels, stomping back into the bathroom. But not before Chuck gets a perfect view of her perfect ass. The one he has fantasized about feeling. Sure, he's seen it barely hidden behind some panties on many a cover sleepover and the occasional seduction mission, but to see it without even a string of fiber interrupting the gorgeous view; it is one of the most magnificent sights to behold. Even her vagina just barely peeks out when she spreads her legs just saying sincerely, 'hello. Nice to meet you. I'm the most gorgeous vagina in the world. Would you like to be friends?'

As the door shuts, Chuck slowly drops his gaze down to his salad. "But it hurt," he weakly whispers to no one. Suddenly, a giant smile forms on his face as his near photographic memory holds the image of a glistening wet, nude Sarah Walker above everything he's ever seen before.

Sarah huffs out a heavy breath as she leans heavily over the sink with her palms digging into the linoleum. I guess I can flash too! She still cannot believe she just did that. Her mind is still reeling that she virtually just gave him an imagined spread from one of his nudie magazines. She knows he keeps them under the mattress on the left side of his bed. I'm a spy, duh! Obviously I'm going to find them. But she doesn't mind that he has them. He's a human being just like everyone else… and a guy who may not think about sex quite as often as the norm, but he is a guy after all. A tall, handsome, sweet guy, but still a guy.

He's probably grinning like a hyena right now; she grumbles still unsure how she could've done something like that. She is still in disbelief that she just showed her every centimeter of skin to him. He had nearly a minute of just staring at her ample breasts and shaven vagina. He must have good peripherals because his eyes didn't seem to even move. She cracks her neck to the right, trying to break her train of thought. She knows it has already happened and she doesn't have a DeLorean with a flux compacitor so she might as well get over it and pretend like it never happened. She finally hops back into the shower, her mind starting to wonder how aroused Chuck got from seeing her naked.

(:o)

As she slaps on the beige cotton panties around her waist, she glances into the smoky mirror. She wipes away the perspiration and looks at herself in the mirror. As she does her hair up in a comfortable bun, she notices how promiscuous her outfit really is with the grey shirt, no bra under, and the panties. Then she is hit like a freight train that she had just flashed Chuck giving him ample opportunity to see her entire body so her promiscuous attire seems like a nun's habit in comparison. She lets out a single calming breath as she prays to whatever god may be listening for Chuck not to bring up her flashing.

As she hesitantly steps out of the bathroom, she turns the corner to see Chuck lying underneath the covers as he blankly stares at the television. I see both hands. That's a good sign, she finds herself crudely analyzing. His eyes immediately turn to her and widen like he is getting a glimpse of the most amazing thing in the world. As she steps up to the bed, he breaks out of his awed gaze.

"I'll uh," he groans as he sits up, "I'll sleep on the floor." He tries to escape from the bed, but she interrupts him.

"No! No, it's okay," she assures sweetly as she climbs in beside him. She can tell he is nervous and she feels a bit awkward herself. She knows what has to be on his mind: her nude body. She removes the pin holding her hair up as he turns the television off. They both lean back on the headboard, the same thing on both of their minds when Chuck surprises her with his question.

"Why're you doing this?" He asks gruffly, laying it out there because he knows this is not the usual Sarah Walker take on this situation.

She's surprised by his honest heartfelt question. She was expecting something closer towards the humiliating scene earlier. She doesn't know what to attribute it to, maybe creature fear, but she doesn't dwell on it. She knows the vast deepness of his question but she isn't ready for it. She's not ready to admit that she loves him. She decides to take a page of the Chuck Bartowski book of Mannerisms and jokes, "Because the floor is gross," she turns to him with a subtle grin, "and I'm not going to make you sleep on it."

He enjoys the joke. Anytime Sarah Walker jokes is a good time. It allows him to grin just a little, but he knows her too well. He knows that the joke was just a defense mechanism. Now that he knows what's hiding behind those clothes: perfection, he wants to decipher that puzzling brain of hers. "I mean why're you here?" He asks softly, knowing he is pushing her towards the limit of her emotions. "Risking everything that you worked so hard for?"

"Because," I love you, Chuck Bartowski. "After everything that you've done for this country," she turns to look at him as she rests her head on her palm, "you deserve to find your father." She looks up at him as she lets her heart speak for the first time ever. "To get the Intersect out of your head…" She finds her eyes dropping as she voices this last important part, "And to have a chance at a normal life." Her voice nearly cracks at the last word, knowing what that life is. Just a boy and a girl; nothing complicated like their relationship is. He wants something simple. Something she can't give.

"Thank you," he responds soothingly as he stares into her eyes, relaying his words with innumerable power.

Her defense mechanism falls right back into place after letting her heart say its piece. "You don't have to thank me," she grins gently. "It's my job to protect you."

"What about when it's not your job?" He questions, scared of the answer that she might give. He would do anything to keep her in his life, even if that involved keeping the Intersect in his head. Because he loves her more than his own freedom and safety. "What happens to us then?" He mumbles through a sigh, knowing that this is the moment of truth. Will she finally grant him his wishes or will she crush his dreams?

She knows how much is resting on this simple question. If only their situation was simpler, she could have an answer for his question. But she can't blatantly lie to him and say she doesn't care for him. But she cannot openly tell him that she does care for him. She chooses a neutral response. She knows how unfair it is to completely ignore Chuck's pleas, but she can't reveal what she really wants. She's just not ready. She stares straightforward into his left arm as she states solemnly, "one mission at a time, Chuck."

He understands completely. He almost has to smile at her response. It was just like true Sarah Walker fashion for her response to be definitive and exacting to the point of ceasing the entire conversation. She was always so good at that and he was always fascinated by her ability to do it so flawlessly.

She reaches for the light, cutting off any possible reboot of the conversation once and for all and cuddles down into the pillow as she cannot look at Chuck. She knows he is not satisfied by her answer and she hopes he understands where she is coming from. She hates leaving Chuck out in the open where he risks the possibility of being hurt. He's still sitting up in consternation as she can see. She knows his eyes are probably glaring down at her, mulling over the unjust response she supplied. He is pulling apart every syllable and analyzing every letter to find a more finite response. She knows how his brain works and it is quite fascinating, but she cannot bear the thought of just giving him a glance. She knows he'll give up on his evaluating and resign to bed soon enough. She just needs to remain still and pretend to be sleeping.

(:o)

She can't sleep. No matter what position she tries, she still can't sleep. Her back is to him and all she can think about is how she cut off his conversation. She so badly wanted to tell him the truth. Tell him that she was helping him get the Intersect out of his head because she wants to be that girl in his life. She wants to be loved and taken care of; something she hasn't quite felt since running away from her mother. She just wanted to tell him that it will always be her mission to protect him.

She hates how she treats Chuck. It's not fair to him. He has always held his heart out in his palms for anyone willing to take it. He has always stayed optimistic through such dark times. He has always found the good in people. He loves her and she's done horrible things to people. That's proof of his optimism right there. He gives her his heart and she gives him nothing. He deserves everything from her. He deserves a simple happy normal life with the girl he loves. And it still pains her to know that she can't give that to him. Because as he once said to her: 'you will never be normal.' And that's what he wants: a normal life. She finds herself in even less comfort as these thoughts drown everything else out. It feels like the sad revelations are pulsing down her body and pricking her right in the ass.

She leans slightly back as she straightens herself, hoping the pressure against her ass goes away, but it only gets harder and moves closer to directly between both cheeks. She furrows her brow as she slides subtly around, feeling the pressure coming from a singular source. Her eyes fly open wider than saucers at the revelation. Chuck's… arousal is pressing into my ass. She doesn't know how to respond to it. She is already close to the edge of the bed and she doesn't want to wake him up for something he has no control over. It's actually purely her fault. She flashed him earlier. I'm giving Chuck naughty dreams! She is horrified by the idea… and maybe just slightly turned on, but mostly horrified. I kind of deserve it, she deprecates herself. I deserve to be teased by his cock against my ass for all the shit I've put him through.

There was only one other time she felt his manhood and it was a total accident. She had burned another batch of corndogs while working at the Weinerlicious. Chuck was so sweet to try to help her on her cooking. If it wasn't for him, she probably would've been fired only a few weeks into the job. He spent numerous hours helping her mentally time how long to cook the corndogs for. He even tried one corndog after every batch, no matter how overcooked or undercooked it was. She probably gave him food poisoning that one night, but he never blamed her. And he never complained. He just enjoyed his time with her.

When the third batch went wrong, he tried to swoop in and salvage it as she was lifting the corndogs out of the deep fryer. She was pulling up on the carriage and didn't realize Chuck had stepped up to help her only for her to elbow him right in the groin. And she felt all of him. Those Nerd Herd slacks are thinner than bed sheets, unlike the sturdier cargo pants of the normal Buy More outfit. She immediately dropped the carriage to apologize profusely knowingly how sensitive that area of a man is, but he didn't even seem fazed. She already felt a blush growing on her cheeks, something she has been so easily able to repress in the past. He grabbed the carriage and pulled it out of the deep fryer to hang it out and let the corndogs dry off as if nothing happened. She still apologized but he assured her it was alright.

She debates on how to remedy her current situation. She has an erection pressing into her and without physically moving Chuck over; she needs to find a permanent solution. She tries sliding closer to the edge of the bed, but it doesn't feel at all comfortable when half your body is hanging off the edge. She tries scooting up towards the top of the bed, but the fetal position just isn't comfortable. She starts to wonder how she ended up on her side. She has never found sleeping on her side at all comfortable because her higher arm can never find a comfortable position. Does it go behind her or in front of her?

She finally decides to try lying on her back, but that just causes her to be closer to Chuck. Therefore, his erection is now digging into her thigh. She goes back to her side so her back is turned to Chuck and ponders what other solutions there may be. She has heard of ways to move sleeping people without waking them up by doing something simple like pinching them gently or tickling them. She doesn't know what comes over her as she reaches behind her in frustration and grips his manhood through his boxers. Her eyes widen at her sudden movement and she debates what to do with it. I bet he's loving this dream, she dryly muses. As she tries to devise a situation while holding onto his manhood, his right arm suddenly finds itself around her and his hand limply on her right breast.

Come on! She screams inside her head. His fingers gently curl around her tit and she feels his middle finger graze her nipple through her shirt. I should've worn a bra. When his second finger flicks her nipple, giving her an aroused sensation, she immediately comes to the idea that he isn't actually asleep. He is so not sleeping. He's just fucking with me now! She angrily turns towards him as she huffs, "Chuck," in a quick breath. She looks at his face and realizes how tranquil he looks. His eyes are gently closed and he has a subtle grin on his lips. Probably because of me. She sighs in resignation as he is sleeping and it was just a coincidence that he grabbed her boob, no matter how much she enjoyed it and he would've had he been awake. She reevaluates her situation when she immediately notices that his erection is now literally pressing against her vagina through her panties. She rolls her eyes at this situation. She almost just wants to question: 'can this get any worse' but she stifles it. Maybe this is a sign that I should fuck his brains out, she sardonically muses. He's obviously turned on, and I can't help but to enjoy his erection against my pussy—no! She swiftly turns herself so her back is towards Chuck again. She needs to stop those thoughts and his cock pressing up against her pussy is not helping. She takes a few calming breaths as she finds herself giving up on the situation. She decides she needs to be a little more assertive and presses her ass into him along with her entire body. Without realizing it, she finally finds herself comfortable enough to sleep… leaning on him with his erection nestled gently between her legs under the curvature of her ass and kissing her vagina from behind.

(:o)

I hope you guys liked this one. It just popped into my head and I wrote it all in one session. And I really hope I didn't ruin Creature Fear for anyone. Please review.