Thanks again(!) for the reviews, I am glad I am not the only one enjoying this story. I've been inspired by the new season, as long as they will make us wait there I can create my alternate story line.

Note: I hope no one gets confused by the aliases I am using, I will refer to Vaughn and Amanda Burrows as that unless some is speaking to them and then I will use aliases - but you all are smart enough to figure that out and be annoyed with me for telling you (

Also, it gets a bit steaming in more ways than one at the end - possible R rating - though everything is implied not explicit. I'm sure someone will let me know either way. Enjoy!

******

Will and Sydney's plane left at 7:00 the following morning and Francie had insisted on driving them to the airport. She was so excited that her two friends had finally gotten together that she was more than willing to sacrifice much needed sleep on a Saturday morning to schlep them to LAX.

The flight took off as scheduled and Sydney quickly fell asleep, a culmination of lack of sleep and emotional overload. She knew she should have stayed awake and made small talk with Will to calm any nervousness he may have been feeling about his first mission but she couldn't help herself - plane seats were practically her standard bed and she never had a problem falling asleep as it was sometimes the only rest she got between trips.

Sydney woke up as the landing gear was shifting down for their arrival. For a moment she forgot where so was going and what for and was confused to find a head on her shoulder - that never happened with Dixon. Oh yeah, Will, she reminded herself.

"Wake up, sleepyhead," Sydney moved her shoulder up and down trying to rouse her partner, "We're landing soon and you don't want to be groggy."

"Hmpf," Will opened one eye and squinted up at Sydney, "How do you do this? I hate to say it but your shoulder doesn't make the best pillow - too pointy."

"Hey, I didn't offer you my shoulder so I don't want to hear any complaints," Sydney grinned, "Besides, Dixon's shoulder is much nicer to sleep on, at least it is for me, I kind of doubt he would offer it to you."

"I don't know, I can be quite charming and I've seen the way Dixon looks at me," Will sat up and rubbed his eyes, "You should be jealous."

'Ahhh, the witty couple banter,' Sydney thought, 'We do put on a good show.'

Will narrowed his gaze at Sydney and put his hand over hers on the armrest, "Don't worry, hon, you're the only one for me."

Sydney just smiled and wove her fingers through Will's.

******

The CIA had arranged for a car to pick them up at the airport. It gave them a chance to go over the mission one more time as they hadn't spoken of it much since leaving the warehouse. They could talk freely without worrying about Francie or someone else overhearing their conversation.

Will was curious how Sydney would be able to get out of the resort without drawing attention and what they would be doing during the day since she couldn't go off with another one of the guests as she was supposed to be there with Will. He had gathered the gist of what was going on and field agent training had more than prepared him for what was to come but he loved hearing Sydney talking about missions - seeing her as this super-spy girl was a completely different image than the one he had held of her up until the past few weeks and super-spy girl enthralled him even more than grad student Sydney. Sydney was happy to answer the questions, eager to put Will at ease, though she figured he knew most of what she was telling him, CIA training was pretty exhaustive.

An hour drive brought them to the gate of Mount Mercy and one of the more beautiful views on the East Coast. Before them was a tree-lined drive that wound its way back to a magnificent building that had the size of hotel with the look of a mansion - very reminiscent of the past when the wealthy from New York built their vacation homes along the Atlantic so they would have a place to stay for themselves and their 50 closest friends. The grounds surrounding the main building were meticulously manicured and there appeared to be many gardens to explore and enjoy.

As the car brought them closer to the front door, Sydney could see that the lawn stretched back behind the resort and then dropped sharply down to the ocean. A row of twenty or so benches and swings were lined up parallel to the water creating the perfect romantic setting for watching the sun rise if one wanted to get up that early.

"If you're going to spy, spy in style," Will said. "Do my tax dollars pay for this trip?"

"Don't even ask," Sydney laughed, "This place is gorgeous! Dixon and I never get to stay at places like this, hell, we hardly get to stay in one place long enough to merit getting lodging. I don't think I've ever been in one place for a week."

"You've been gone on long trips before - those "bank" trips," Will accented his comment with air quotes.

"Long trips are usually trips to more than one place or else I have to recover somewhere from taking one too many punches," Sydney explained, "Remember when I was gone for two weeks last year? I told you guys that I decided to stay over in Australia after a conference? I was in L.A. with a sprained ankle and broken cheekbone."

"Wow. How many bones have you broken?"

"More than I would care to count - a hazard of the job. It's harder now because if I get hurt on a CIA mission I have to hide it from SD-6 since they are aware of every injury I sustain on their trips. Thankfully bruises are easily covered up."

"Double agent AND a skilled makeup artist - you are quite the marketable girl."

Sydney laughed again, "True enough, but I don't think I will ever be applying for a job in the real world."

Before Will could reply the car stopped and a bellman was at the door, ready to welcome them to the resort.

******

Louis, the concierge, was more than happy to give them a tour of the main building and the immediate grounds, highlighting the many unique qualities of Mount Mercy - a Japanese fish pond, original paintings hung on the walls, an attendant stationed on each wing and floor of the building, ready to serve the whims of any guest. Will took it all in - his last actual vacation had been a trip to Palm Springs with Francie and they had stayed in a place that was nice enough but looked like a 1920s Howard Johnson in comparison to the place before him. Sydney paid careful attention as well but with a set purpose in mind - she would have to get out of the building undetected and without raising suspicion of anyone who happened to see her. She counted windows, doors and stairways, tucking it all away in her head for ready reference later.

Halfway through their tour, Louis took them past their suite - pointing out the sterling silver bath faucets on the whirlpool bathtub for two and showing them how to order movies from the resort's library of DVDs. Every detail was taken care of, needs had been anticipated and even the most finicky guest would be accommodated.

"Frances will be your floor attendant from 6:00 a.m. until 4:00 and Murphy will be available from 4:00 until 2:00 a.m.," Louis was explaining as they stepped back into the hall to continue to the tour. He stopped talking to smile warmly at someone in the hallway. "Mr. Mitchell, are you and Ms. Evans getting settled?"

"Yes we are, Louis," Sydney heard Vaughn's voice before she walked out the door and came into view. "I see you are giving another tour."

"Mr. Mitchell, please allow me to introduce your neighbors for the next week, Sydney Bristow and Will Tippin, they are from Los Angeles," Louis stepped aside to let them all shake hands and exchanged hellos. "Ms. Bristow and Mr. Tippin this is Donovan Mitchell. He and his companion, Julia Evans and with us from Boston."

"Let me get Julia out here so you guys can meet her, she was hoping we would meet some nice people," Vaughn his head back into his doorway, "Sweetie, there are some people out here that I would like you to meet."

"Don't be so quick, Donovan, you don't know if we are nice," Will joked, "In fact, Sydney is just down-right mean, I'm only here out of fear."

Vaughn chuckled at the comment, "I don't know, she doesn't look so tough to me, I bet I could take her."

Sydney raised her eyebrow, "Mr. Mitchell, you are lucky that Will was only joking, because I am pretty sure you wouldn't even cause me to break a sweat."

A tall, striking blond joined them in the hallway, cutting short Vaughn's no doubt clever retort. She quickly approached Will and Sydney, arm extended. "Hi! I'm Julia Evans, if I heard right from the room, you are Sydney and Will - first names are okay, right?"

Will was struck nearly dumb by the woman in front of him, aside from Sydney he hadn't really thought of female CIA agents as being attractive but Agent Burrows was no buttoned-down suit-type. A mess of blond ringlets sprang out of her head, cascading past her shoulders. A wide smile and bright green eyes accented her high cheekbones. Weiss had every reason to have had a crush on Amanda Burrows - she was drop dead gorgeous, something not lost on either Sydney or Will.

"Nice to meet you, Julia," Sydney shook the hand offered her, "I was just threatening to beat up your boyfriend - all in good fun of course."

Amanda threw an accusing look in Vaughn's direction, "Donnie, are you having trouble making friends?"

"Don't worry," Will took Amanda's hand, "Sydney is all bark and no bite."

"I'm so glad to meet you both," Amanda walked back to Vaughn's side and laced her arm through his, "We are going to have an even better week now - isn't this place beautiful?"

Sydney felt a small twinge of jealousy lick at the base of her spine; as uncalled for as it was, she didn't like to see or think of Vaughn with another woman, even if it was for show. Her reaction also made her realize that Vaughn probably didn't care much for her and Will being together for the same reason, a thought she had previously dismissed because she knew her feelings for Will ran only along the lines of friendship and was sure that Vaughn knew that was well, but she made a note to bring it up later.

"I hate to interrupt, but there are many more things to see at Mount Mercy and I would love to show them to Mr. Tippin and Ms. Bristow so they will have time to get settled before dinner," Louis spoke politely, "Though I would be happy to pick it up later if you wanted to continue getting to know each other."

Vaughn spoke first, "Louis, I think that you should definitely continue with the tour - there are many more wonderful things to see. We can meet up again for dinner, if you would like."

"That would be nice," Will replied, "It was a pleasure to meet you, we'll see you both later."

"Yes, nice to meet you," Sydney agreed.

Amanda nodded, "Cheers."

Vaughn guided Amanda back into their suite as Sydney and Will continued on down the hall behind Louis who was detailing the evening's dinner menu. Sydney walked past Vaughn, her arm purposely grazing against his. He turned and briefly let his fingers hook onto hers as she moved away. Sydney tossed a wink over her shoulder and then focused her attention back to what Louis was saying, taking Will's waiting hand.

******

The foursome of CIA agents met in the main restaurant for dinner and enjoyed a delicious meal and quite enjoyable conversation though it was hard to figure out what part was fact and what was fiction. Mostly they resorted to stories of their childhood and teenage years, those tales were unaffected by their positions as agents. Will found he had more in common with Vaughn than he thought, a truth that Vaughn was already aware of has he had read Will's detailed personal profile which covered all high school memories the applying agent wrote down in response to leading questions. In fact, there wasn't too much about Will that Vaughn didn't know; he knew more about Will Tippin and Jack Bristow than he did about Sydney Bristow as Sydney hadn't had to complete a profile. The CIA had gathered a background file within an hour of her arrival at his office a year ago and hadn't gone through any of the other normal formalities given the circumstances.

Amanda proved to be as charming as she was attractive and Sydney found it impossible not to like her while Will became more smitten by her and her slight British accent, a result of five years in London. In the real world they would have all gotten along quite well and may have been regular friends.

Amanda and Vaughn decided to take a walk outside after dinner, making sure the route off of the property and into the woods would be available later that night. Will and Sydney returned to their suite; Will was looking forward to ordering up a few movies on the government's bill and hunkering down for the night as he didn't think he would get any sleep with Sydney out with Vaughn. Sydney decided she would try out the pool that Louis had shown them earlier, congratulating herself on the having the foresight to bring her bathing suit - a flattering baby blue bikini. On her way out to the pool house, Sydney passed Vaughn and Amanda coming back inside.

"I've been looking forward to taking a swim since I saw the pool," Sydney said, "Nothing is more relaxing than swimming laps."

Vaughn caught Sydney's eye, "Sounds great, maybe we'll join you later."

"Shoot! I think I forgot my suit," Amanda growled, "Oh well, I guess it's a good enough excuse to go shopping - you want to join me tomorrow, Sydney?"

"Shopping - I haven't done that in ages," Sydney saw Amanda frown, "Work keeps me pretty busy. It's tragic, really, I earn money but I can't spend it. I'd love to go shopping tomorrow."

Sydney found no problem keeping the conversation light and maintaining the guise that she was in the world of high-paced international banking - it was a role she played every day with Francie - lighthearted small talk was a mainstay in her life.

"Enjoy your swim, Sydney," Amanda said. "Let's go inside and check out the movie selection, Donnie."

"Good night, Sydney."

"Night, Donovan."

Sydney half-ran the rest of the way to the pool house, a large, windowed building 100 yards from the main house. She hadn't been lying about loving to swim - being surrounded by water and feeling it slide over her body made her feel free. Growing up, she had a pool in her backyard that she used to spend hours in, pretending to be a dolphin or a mermaid.

The pool house was empty, though Sydney knew an attendant was just a buzzer away, or so Louis had informed them on the tour. A hot tub was tucked back in the furthest corner from where Sydney was standing at the door and a sauna and steam room lined the back wall.

Sydney striped off her robe, dropping it on the nearest chair and kicking her flip-flops off underneath it. She checked the temperature of the water with her foot, finding it perfect, not too surprising as Mount Mercy had yet to disappoint her. Sydney stood on the edge of the pool and dove gracefully into the pool, not making much of a splash as she cut through the water.

Back and forth she swam, clearing her mind of the events of the past week, month and year. So much had happened and her world had definitely spun out of its orbit but she was getting things back on track, a different track than before but at least it was more in order than the chaos that had taken her over. She amused herself by thinking that as screwed up as things were that she would qualify them as good and better than they had been - an ideal life was waiting at the end of a LONG road.

By the time Sydney heard the door squeak open her thoughts had turned to Vaughn and when she came to the end of her lane she wasn't too surprised to see the man himself standing in front of her.

"What took you so long," she said, looking up at a grinning Vaughn.

"Please, I think you've given me a hard enough time today," Vaughn leaned down and offered Sydney his hand, "So, do you really think you could take me?"

Sydney shot Vaughn a mischievous grin before taking his hand. Instead of using it to pull herself out of the water, she braced her feet against the pool wall and yanked Vaughn - robe and all - into the water with her.

Vaughn broke the surface, sputtering and soaked. "Syd!"

"I know I could take you," Sydney swam over to Vaughn and reached for the collar of his robe, pushing it roughly off his shoulders, "We better get this thing off of you before it takes you down with it."

Sydney found the tie and undid it to make her task a little easier while Vaughn fought against his desire to take her right there in the pool. There was little doubt in his mind that she wouldn't stop him but they couldn't afford to get caught together when they were there with different people and not to mention on a CIA mission. But thinking about that certainly didn't dull his want for her.

"Victory," Sydney let out a small cry as the robe floated away from Vaughn's body. A bruise was still noticeable on his side, even through the water. She reached her hand out and smoothed it over his chest and down towards his waist. "How are your ribs?"

"Not hurting nearly as much as the rest of me right now," Vaughn groaned. "Sydney, we can't do this, not here where someone could see us."

Sydney looked around at the empty room, not willing to let things drop so easily. The steam room was glass walls so you could see straight into it, but the sauna was entirely enclosed aside from the small window in the door. Perfect.

Sydney swam back to the edge and hoisted herself out and onto her feet. "Come on, Donovan, I want to see how hot the sauna can get."

Sydney opened the door to the sauna and a wall of sweltering air hit her, the room was already steaming hot. Sydney had just stepped inside when Vaughn was behind her, slipping his arms around her waist and spinning her around so her back was against the door. A small, red light next to the door provided enough light for them to look each other in the eye. Vaughn's eyes searched Sydney's face, looking for any sign to stop before things got out of hand, but he only saw the same look of desire he knew was on his own face. Pressing her against the door his lips found hers and hungrily took them in, feasting on their sweetness.

The door burned against Sydney's skin, the wood had been absorbing heat all day and seemed to be releasing it into her flesh. Vaughn's mouth quickly moved down to the crook of her neck and he nibbled gently, careful not to leave a telltale mark. Sydney's skin seemed to hum wherever he touched her, which seemed to be everywhere at once.

Vaughn captured Sydney's hands and he wrapped his fingers tightly around her wrists, lifting her arms over her head, and holding them against the door. Releasing his grip, Vaughn slowly ran his hands down her arms to her bare waist, fingertips skimming along. Sydney shivered under his touch.

"You are so beautiful to me," Vaughn whispered, "I love you."

"Vaughn, I love you, too," Sydney brought her arms down and around his neck. Taking a step forward she walked him backwards until he was the one against the wall. He gasped as his skin hit the wood. It was Sydney's turn to nip at his neck, leaving a trail of kisses from one earlobe to the other.

Vaughn closed his arms around Sydney and felt the ties of her suit tickling his arm. Without giving it much thought, he grabbed the end of one and tugged on it, easily untying the knot. Sydney pulled back from Vaughn, allowing him to pull the top up and over her head, and immediately brought her mouth back to his. The kiss was filled with passion, desire and most importantly, love. Vaughn caressed Sydney's bare back, hands smooth and quick, insistent and caring.

Sydney touched the band of his swim trucks, pausing for permission before slipping them over his hips and letting them fall to his ankles. Vaughn mirrored her actions with the bottom half of her suit, leaving no physical barriers between them.

"You're sure you want to do this," Vaughn started.

"Vaughn, I want nothing more than for this," Sydney waved her hand back and forth between herself and Vaughn, "to happen."

"I mean, you're sure you want to do this here? It's not the most romantic place, or the most comfortable - who knows what you might burn in here. Don't get me wrong, I want this, I want you and hell yes, I want you right now," Vaughn grinned at Sydney, "But I don't want to screw anything up and if this is going to do that, if it's going to change things then maybe we should stop, though Lord knows I don't know if I could."

Sydney gently kissed Vaughn, "Vaughn, this is going to change everything, you know that, I know that. Yes, we will have crossed a line that we can't go back over but, well, there is not a 'but'. I can only say that it is worth it - you are worth it to me. And as for romantic, you take one look at me and I feel more love than I have ever felt, with anyone, that's romance. Hell, we're already screwed up, we might was well be enjoying ourselves instead of suffering in denial. We'll figure it out as we go, I have faith in us."

Instead of answering, because there was really nothing left to say, Vaughn pulled Sydney to him and hugged her tightly, burying his head in her wet hair. Sydney could feel his heart racing, matching her own frantic pulse. Vaughn placed his hands on her hips and lifted her up slightly so she could wrap her legs around his waist. Supporting both of them, he turned carefully and sat down on the bench and pushed her back onto the bench in a laying position.

She had never looked lovelier as he stretched across to meet her, torso to torso, hip to hip and mouth to mouth. He gave all of himself for all of her. His eyes locked with hers as they came together - finally a complete unit, as wholly perfect as two utterly flawed humans can be.

They'd worry about the consequences later, that was an inevitable, but for now they were happy to live in the moment, shutting the rest of the world out.

*********

Too cheesy? I dunno, you tell me.