"Looks like this is it," Casey mused softly, noting the ambulance Bert had been loaded into at the Buy More pulling to a stop outside the gates of a nondescript warehouse labeled Rainbow Paint Factory.

"Easily to see why somebody might have chosen this for a secret base: right in a middle of nowhere industrial park and looks like any other business," Sarah agreed, climbing out of the car and opening the rear door for Chuck, "The question is, what was going on in here?"

"Hopefully nothing too serious," Chuck said with a shiver. He noticed Bert shivering himself as he climbed out of the back of the ambulance, his face screwing up with pain. "Everything OK?" Chuck asked him.

"Just...after what happened, it's a little uncomfortable being back here," Bert admitted, staring hard at the ground. Chuck understood; having to return to the exact spot where the man's true love had tried to kill him had to be tearing him up inside with PTSD, he knew. "It's OK," he put an arm around Bert, "She's gone now, they're probably all gone now. Nothing to worry about anymore."

"OK, wait here for us; we'll radio if we need you," Sarah instructed the CIA ambulance team. She gave Chuck an approving smile, making it clear she appreciated what he was trying to do for the shell-shocked Bert. "OK, nice and carefully in case they've booby trapped the place," she instructed the rest of the team, drawing her gun. Casey did the same and followed her to the warehouse's front door. "Three..." the NSA agent started counting down, raising his hand, "Two...one..."

He and Sarah kicked the door open in unison, then jumped to the side to avoid anything that might have come flying out. Nothing happened, however. "Clear," Sarah mumbled jumping through the door.

"And clean, too," Chuck frowned, following her. For the warehouse was completely empty from top to bottom, as if it had been abandoned for a long time. "You sure about this place, Wraydon?" Casey grumbled at Bert behind them, "Looks like there's nothing here to me."

"This is the place, Colonel Casey; there's no way I'd mistake this place for anywhere else," Bert insisted, also looking surprised that there was nothing to see inside, "There were loads of people carrying loads of things out of here..."

"Well if that's true, they're really efficient," Casey mumbled, glancing around like a hawk for anything of interest to them, "They must have been..."

"Casey, down here," Sarah pointed down to the floor, where a large pile of charred ashes lay in the middle of the floor, "They must have destroyed incriminating documents of some kind. Chuck, can you get anything off this?" she asked him.

"Um..." Chuck bent down to the level of the ashes and stared hard at him, but did not flash. "Sorry," he shook his head, "I guess I need the actual physical copy of things to make this work."

"Make what work?" Bert asked, confused at what was going on.

"That's classified," Casey growled at him.

"Well Colonel Casey, with all due respect, if we're going to be working this together, I think I should be let in on the loop here," Bert insisted, "So if..."

"Uh guys," Chuck cut them off, rising to his feet and staring to the far corner of the warehouse-specifically a room with large white walls inside. He walked towards the room. "Does this look familiar?" he asked the rest of his team once they were all inside it.

"Almost looks like another Intersect uploading station," Sarah mused, her eyes clearly recognizing the room's layout, "You suppose they were creating another Intersect in here?"

"Intersect? I've heard a couple of rumors about that, but I don't know exactly what it was supposed to be about," Bert asked, confused.

"It was the government's top secret national intelligence computer, meant to...Chuck?" Sarah noticed him bending down to a hole in the center of the floor, where several disconnected cables protruded upwards. He pulled one of the cables up towards his face-and immediately flashed. "Project Inter-Ultima," he said breathlessly, "Meant to upgrade the Intersect to its ultimate physical and mental possibilities. Run by former CIA director Hubert Sedgefield, first directly, and then covertly..."

"Really?" Sarah frowned, taking the cable from him and staring hard at it, "What did it mean 'utlimate physical and mental possibilities?'"

"Don't know, Sarah, I just saw the project listing," he confessed, "What do you know about Hubert Sedgefield?"

"Not much actually, Chuck; I only caught a brief glimpse of him in passing early in my career as a spy," she confessed, "He was forced out about a year before we met, though; something about unauthorized projects being run outside the scope of the CIA's mission. I personally can't help wondering if Langston Graham forced him out so he could get the top spot; he was the one who first went public to the government about it..."

"Makes sense, Walker; make himself look like the hero, regardless of what he knew. No code of honor among the secretive," Casey mumbled, taking the cable himself, "And I'll bet this was one of the secret projects he must have been working on."

"Um, pardon me, but how are you all able to figure this out by looking at just one cable?" Bert interrupted, looking even more confused.

"Well, we're able to..." Sarah started to explain again, but abruptly stopped. Chuck heard what she'd heard: the warehouse's rear door slamming, and a phalanx of footsteps trudging towards their location. "Uh...hide?" he worriedly asked the others.

"That closet, quick," Casey pointed to one across the hall from the Intersect room. The four of them rushed for it and slammed the door shut right as the knot of newcomers turned the corner. "...can't believe we forgot this before!" a man was grumbling.

"We were in a rush after we got the warning notice," a second man pointed out, "I say we just leave them, though; they're just the backup prototypes, and who's going to come in here now?"

"He said he wants absolute bare walls; if anyone found these here, the whole mission could be compromised," a third man cut in, "Let's just clear it out quick and get out of here."

Chuck peered through the keyhole to see about seven men heading down a set of stairs to a lower level of the warehouse. "Now?" he whispered softly to his partners.

"Not until we get a look at what they're bringing up, moron," Casey muttered. He joined Chuck and the others at the keyhole and watched for the men's return. It took about three minutes, but they eventually came back up the stairs carrying several metallic boxes, DVD cases, and a few rolled up papers. Chuck tried to flash on them, but the men were holding the items on the opposite side of their bodies, and he couldn't get a clear enough look at them to make it work. "You guys recognize any of this?" he asked his teammates.

"No. I've never seen anything looking like this in any Intersect project," Sarah hissed back, "What are they doing here to upgrade to an ultimate...?"

"Shhh!" Casey hissed at her as the men came back around the corner. "...one more trip should get the rest of it." one of them was saying. They quickly disappeared down the stairs again. "OK, now; grab some of the items as you leave," Casey mumbled. He threw the door open and rushed out, followed by the others...

...but it was now that Chuck suddenly got a terrible sensation in his chest of gas reaching critical mass. "Uh oh...!" he mumbled, wishing now he hadn't had the tacos he'd ordered for lunch.

"Uh oh what?" Sarah whispered, turning towards him. She got a quick answer as Chuck was unable to keep himself from farting loudly, the sound echoing around the bare metal walls like thunder. "Bartowski...!" Casey raged, holding his nose.

"What's going on up here...hey!" one of the men had heard the fart and rushed up the stairs. He drew a gun and fired a shot that just missed Chuck. "Take cover!" Sarah seized Chuck's hand with one arm and fired back at the man, now joined by many of his colleagues, all of whom were equally armed well. Chuck flashed on all of them as she pulled him to safety around the corner. "They're members of Shadow Squad, created by Hubert Sedgefield as an extra-special sub-unit within the CIA during his tenure," he related breathlessly, crouching behind the corner while Sarah and Casey returned fire on their attackers.

"Yeah, I've heard of them; didn't believe it was real until now, though," Sarah had to shout over the roar of gunfire, hitting one of the Shadow Squad members in the leg and making him drop to his knees, although he continued to open fire on their position.

"We're putting you on a damn liquid diet from now on, Bartowski!" Casey raged at him, firing at another enemy agent and missing, "Now what the hell do we do!? We've got no cover in here...!"

His cell phone started ringing. "Not now, Alex!" he raged, pulling it out and noticing his daughter's name on the ID line.

"Uh, Casey, if you want to be a better father as you'd said, I would answer it regardless," Chuck prodded him. Casey sighed and shoved his gun into Chuck's hand, then activated the phone. "Alex, hi, how's it going?" he asked his daughter as calmly as he could, "Oh, that's, that's great...oh, nothing's wrong, I'm just in a running gun battle with some bad guys, and they've got us pinned down with minimum cover, and I might well get killed any minute now. How was your day? Great, great, hope you keep getting those high marks...actually, Alex, can I call you back in a few minutes as long as I'm not killed? Good, thanks for understanding, talk to you soon, I hope."

He hung up. "Care to try and actually shoot at the bad guys, Bartowski!?" he upbraided Chuck, who had pointed Casey's gun around the corner, but had not fired.

"Casey, I told you I'm not good with guns...!" Chuck protested. Growling, Casey grabbed it back off him and opened fire on their attackers again, but ran out of bullets after two shots. "Damn, out of ammo!" he raged, tossing the gun to the floor.

"I've got one shot left," Sarah frowned at her own gun. "Bert!?" she turned to the other CIA agent, who was slumped against the wall.

"I...I can't, sorry..." Bert mumbled apologetically in a daze. Chuck understood; Bert still had PTSD from getting shot by his wife, and it was keeping him from shooting himself. "Well, guess it's up to me, then," he reasoned, taking a deep breath.

"What can you do if you're not using a gun!?" Bert had to ask.

"A lot. Just stand clear," Sarah pushed him backwards, then dug out her phone. "We're under siege here; give us some backup!" she gave the command to the ambulance unit outside. The Shadow Squad members, however, were moving rapidly towards their position, and Chuck knew they'd be overrun before help got there. So it was time for the Intersect 2.0 to do its job...

He took another breath, focused on the approaching enemy agents, and trained his mind to become proficient at kung fu. Within seconds, he felt the ability within himself. In a flash, he jumped out from around the corner, kicked the guns out of as many of his foes' hands as he could, leaped high in the air to avoid shots from the remaining armed agents, disarmed them too, and started dishing out wild kung fu blows and kicks to them. Stunned, the agents offered only modest resistance, particularly when Sarah jumped forward to join Chuck with karate chops and kicks of her own. Within two minutes, the Shadow Squad members lay groaning on the floor. "Wow," a stunned Bert came around the corner himself, gawking at their prone enemies, "How did you do that!? You don't look the type to..."

"That, Bert Wraydon, was the Intersect," Chuck told him, waving forward the ambulance crew towards the Shadow Squad members, who certainly needed medical help themselves now, "It drives me crazy sometimes, but other times it comes in handy in the clutch like this."


"So you actually have a top secret government computer in your head!?" an amazed Bert asked Chuck ten minutes later, seated with him on the curb outside the warehouse, "How did that happen?"

"Well, first, you can thank my father, who helped to create much of the Intersect in the first place," Chuck told him, giving a wistful glance at the governor on his wrist, "Second, thank my former college roommate turned superspy Bryce Larkin..."

"Bryce? I actually worked with him when I started out in the spy game," Bert exclaimed.

"Oh really?" Chuck was now amazed himself, "In what capacity?"

"I was one of a couple of new recruits he was assigned to oversee on our initial assignment in Guatemala City. We were hunting down some leftist extremists that had made threats against the government. And you know, he spoke rather fondly of someone named Chuck when I'd asked about where he'd come from. I guess that's actually you then?"

"Guilty as charged," Chuck admitted, "You know, there was a time I hated Bryce with every ounce of my being-both for this," he pointed at his head, "and getting me kicked out of Stanford senior year. But over the last few years, I've come to see that deep down, he had my best interests at heart. He only got me expelled because I was about to be recruited by the CIA, and he was worried I couldn't handle field work. And he sent me the download for the Intersect because he trusted me to do the right thing with it. And so, for the last four years, I've been saving the world more often than I can count. I haven't always liked it-there've been times I've wanted more than anything to get this out of my head-but I think I have done good. So, what about you?" he turned to the newcomer, "What led Bert Wraydon to want to be a spy?"

"I was actually recruited in high school," Bert told him, shifting around on the curb, "I was the quiet brain, the one everyone either ignored or picked on. I wanted something more out of life. At the college fair midway through, a CIA recruiter was there, covertly under cover as a contractor. He told me they were looking for people like me, and I'd be a big asset to the country. I had visions of finally being the suave ladies man, of saving the world. So I took their offer."

"Where all have you served?"

"All over. Besides Lieberstan and Pakistan and Guatemala, I've been stationed in Cambodia, Algeria, and Bolivia so far. But lately, I've been having second thoughts about the job. Big second thoughts," he sighed sadly, "I've worked with brutal, amoral people, seen dictators get away with horrific crimes, shot dead more people than I'd have cared to. And to top it off, this happens now," he gestured at the bandages on his chest. "To tell you the truth, Chuck, I was starting to want out. Really badly. If we can seal the deal here, I hope to retire and get back to civilian life."

"I see. Well, you're not alone, Bert; I worked with an agent in Canada two years ago who signed up for the Canadian Secret Intelligence Service having visions of being a hero, and was quickly disillusioned himself, although he chose to stay on and make the best of it," Chuck told him, "If you want to retire, though, I hope you find a good life...hopefully with your wife, as I hope she was either tricked or brainwashed into...doing what she did. Uh, how did you meet her?"

"Gretchen was doing lab work at the substation I originally debriefed at. She was a brain who was hoping to find a place to belong too, so we hit it off really well. So we married. Maybe I should have seen the spy game might have taken a toll on the union. We ended up spending long stretched without seeing each other. So if somebody got to her, they had the open opportunity to..." Bert put his hands to his face. "I loved her so much; I never thought she...she almost never used a gun anyway...if I only knew what went wrong, and whether it's my fault in any way..."

"No, no, I doubt it's your fault, Bert," Chuck assured him, "If you loved her as much as you do, I think someone else is to blame, be it her or somebody dark that..."

"Chuck, we're ready to head out," Sarah approached them, "We're taking the suspects and evidence back to Castle for processing. Feeling better?" she asked Bert sympathetically.

"I am now, Agent Walker, thanks," Bert nodded.

"Well you're talking to someone who knows how to make a lot of people who're feeling down better, so I'm not surprised," she beamed at Chuck, then turned to head back to the van. "Speaking of romance, I can't help noticing something between the two of you," Bert told Chuck with a grin, gesturing at Sarah.

"Yeah, uh, yeah, Sarah and I...our relationship was just supposed to be a cover at first, but over the last couple of years, I've come to realize...and she's come to realize...we know...I do want to marry her, Bert," Chuck confessed, rising back to his feet, "I just need the right time and right place to propose, if I can figure it out. How, how did you and Gretchen...?"

"By the lake outside her hometown in Virginia. She loved going there as a child. So when we stopped by to visit there during some free time, I popped the question, and she said yes. Best day of my life."

"I'm sure it was. Well, I don't know about Sarah and lakes, but we'll see what comes of it," Chuck nodded. "Oh, and one other thing, Bert," his expression grew solemn, "Out of curiosity, have you, during your missions, come across a Frost connected with Alexei Volkoff and/or Volkoff Industries?"

"Frost, Frost...no, I haven't had contact with a Frost, but I have heard the name from time to time," Bert said, shaking his head, "She's supposed to be a big, bad enforcer for Volkoff from what I've heard. Why?"

"Oh, nothing serious, except that's probably my mother," Chuck sighed grimly at more confirmation of a possible worst case scenario with his mother, "I've..."

"We're leaving, moron!" Casey shouted impatiently from the van.

"Coming, Casey," Chuck called to him. "After his death, I found my father had left a message to find my mother," he continued telling Bert as they jogged towards the van, "Only, everything I've found so far's been really worrisome. Then last week, I got a call..."


"Thank you for shopping at Buy More; come back again soon," Big Mike bade farewell to the final shoppers leaving the store for the night. "Another successful shopping day," he mused, flipping the store's sign to Closed.

"By and large yeah, Mike," Morgan agreed, coming up behind him, "Any word from Chuck yet?"

"Nope; he must have had some really elaborate call to make," Big Mike shook his head, "You want me to wait till he gets back?"

"Nah, that's fine, Mike; I'll hold down the store till he and Casey get back. You can head on out if you want..."

"And speaking of employees being MIA, where have you two knuckleheads been all this time!?" Big Mike upbraided the approaching Jeff and Lester, who were staggering towards the door, visibly drunk and high.

"Taking a bathroom break, why?" Jeff asked innocently.

"For three damn hours!? You were both getting drunk in the bathroom, weren't you!?" the assistant manager accused them.

"Oh of course not, Mike, don't be paranoid," Lester said defensively.

"What do you say we check the bathroom and make sure? You two wait right here until we do," Big Mike warned the two of them, jerking a finger at them to stay put. He waved Morgan to follow him towards the bathroom. "And, that's our cue to exit," Jeff whispered to his friend once their co-workers were out of sight.

"He's going to file a complain this time, I know it," Lester glanced worriedly over his shoulder towards the bathrooms.

Relax; they're only looking in the bathroom. All they'll find is regular empty bottles, and last I checked, there's no law against inhaling bottled car exhaust like we were," Jeff assured him, "As for the actual liquor bottles, they're safe in the dumpster out back; Mike would never climb in there. Come on, first round at Bennigan's is on me."

"Sounds good to me," Lester agreed. They exited out the Buy More's front door into the now largely empty parking lot...

...when suddenly, without warning, two figures dressed from head to toe in black jumped towards them and threw blankets over their heads. "Hey what the...!?" Lester slurred in confusion, only to be bashed over the head with a large plank of wood, as was Jeff, sending them both slumping to the ground. "We've got them," one of the figures called towards the van parked nearby.

"Well get them in, quick!" another figure in black snarled impatiently, waving towards the back doors. His colleagues tossed the out cold Jeff and Lester through the doors in a flash and leaped inside. "Go!" the leader shouted at the driver, who peeled towards the road as fast as he could. "OK," he glanced down at the two unconscious Buy More employees, "Let's find out if either of you is this Intersect..."