Sara rested her forehead against him and then lifted her quizzical eyes to meet his.

He knew exactly what she was thinking. He was opening his mouth to try to explain when a sharp noise broke through the heavy silence in the room. Michael and Sara both jerked their heads in the direction from which the noise had issued; continued to issue.

Agent Paul Kellerman stood in the doorway to Michael's bedroom, a smirk on his lips as he continued to slowly clap.

"I know what you're thinking. The slow clap went out with the 80's, but hey, Mike that was…wow…so slow clap worthy! I'm truly impressed. But you know I'm surprised you held out this long…I mean look at her."

Michael's jaw clenched as his mind whirred. What was this? Why was Paul Kellerman in his apartment? And why had the bastard stood watching them like that? It didn't even matter to Michael at this moment that he would undoubtedly lose his job. He was just pissed.

Sara who was still on his lap put her hands over her chest as if covering herself could somehow erase what Paul had just witnessed. Her face was ashen and as Michel took in the look of horror in her eyes he felt his anger grow.

Finally Sara's paralysis broke, "Who is this Michael, and why was he watching us like that?"

Paul shook his head. "No, Sara, the million dollar question isn't who I am, but who your lover boy here is. Why don't you tell her Michael?"

After a few beats of Michael's silence, "No?"

"Okay, then I'll tell her. "Sara, meet, Michael. Agent, Michael Scofield." Paul smirked.

Sara's hurt eyes whipped back to Michael.

"Sara, I wanted to explain...I tried to tell you…"

"In his defense he did try Sara. I think it went something like this. And then Paul made a puppet with first one hand, "Sara, There's something you should know…"

And then the other hand, "Tell me later K?"

"It was like watching the OC all over again!"

"Shut up Paul." Michael's voice was steady but deadly.

Sara had been watching Kellerman's little puppet show, but now her eyes moved back to Michael.

"You're an Agent, a guard? You were just watching me?"

She scrambled off of him.

"From the looks of that I would say he did more than 'watch' you."

"I said shut up!" Michael started to get up, heedless of the fact that he sat exposed, but the gun Paul pulled out of his shoulder holster made him freeze.

XXXXX

Paul's face was serious now but his eyes still held a twinkle.

"I want you to very slowly, remove the gun from your ankle holster and put it on the floor…but first why don't you put that thing away? Show some dignity Mike!"

Michael fixed his pants and then reached and slowly took his gun from its place next to his ankle. And then his mind whirring away, he tried to put the pieces together as he set it on the floor in front of him per instruction.

"Now kick it to me."

Michael did as he was told and Paul, never taking his eyes or his gun off the two of them reached and picked it up. He checked the clip quickly and then put his own gun back into its holster.

"This was so easy. Do you want to know how easy this was Michael?"

"How easy was it, Paul?" Michael's eyes were cold steel. He could hear Sara crying softly beside him, but he was afraid to take his eyes off Kellerman.

"Well, it wasn't that easy, I mean not nearly as easy as our Sara here."

Michael clenched his jaw. "Leave her alone."

"Now why would I want to do that? After all, she's why I'm here. It is pretty funny though. All this time with everyone thinking the Governor was the primary target. Well they were right, in a way, I guess."

As Paul continued to speak, Michael moved his body a little forward blocking Sara as much as he could.

"But they were wrong too. I only want to hurt our noble servant, just like he hurt me."

Michael stood up slowly his hands held out in front of him as he moved completely in front of her now.

"How you might ask did Frontier Frank hurt me? Same way he hurt you Michael. That's why you were so perfect for this."

XXXXX

Michael was listening and at the same time weighing his options. He had his body between Kellerman and Sara and he was determined to protect her anyway he could. The problem was Kellerman had his gun, leaving Michael with nothing but his hands…unless he could find another weapon. He had several firearms in his apartment, but they were locked safely away making them useless.

He quickly estimated the distance between himself and Kellerman and knew that he could never reach him before he took him out.

"I don't, understand, Paul. How did the Governor hurt you…hurt me?" Michael wanted to keep the man talking, anything to keep him from shooting them.

Paul smiled, his periwinkle eyes dancing. "Lincoln Burrows, your brother. Ten years ago, Michael. Ten years ago our fine Governor was The District attorney. He was responsible for taking away the only family you had, or did you forget that?"

Michael didn't blink. He hadn't forgotten anything, but he had put it behind him. Besides, Lincoln had been guilty; he had admitted as much to Michael. Selling drugs had been one of the ways Lincoln had supported them. Michael of course hadn't known anything about it until his brother got busted. But then Lincoln had always tried to protect him from things ever since they were little.

He met Paul's eyes. "I don't see it the same way as you. Tandredi was just doing his job."

"Was he just doing his job when he knocked up my mother and left us? Hmm? You see Michael he took my family a different way. He took my mother slowly, until one day I came home from school to find…To find her dead. She took her own life. But not really. It was him. It was always him. She killed herself because of him. And why you might ask would I take this out on my poor little sister? It's pretty simple…He wants her."

Paul paused for effect and then, "Did you ever wonder why your brother was treated so harshly, why the maximum sentence was meted out? Frank was the one who pushed so hard to have Lincoln put away. It's all in the records Mike. Five long years…some of which you spent in foster care which left you bitter. So bitter you plotted and planned your revenge. And now here you are."

Paul laughed. "Beautiful, huh?"

Michael heard Sara gasp behind him, her surprise matching his own.

Paul stepped forward a little.

"Paul... Agent Kellerman. You can't do this…You don't want to do this," Michael tried to reason with him.

"Oh, but I do. I want him to feel the pain of losing someone who matters to him. I want him to know how it feels to be alone."

"It won't make things any different, Paul."

"Sure it will. I'll be the hero who took out the crazy rogue agent. But alas not before he killed the fair redhead. Step aside Michael. You know you can't win this."