Second Best

"Sydney," Will said as he opened the door to the room in his house in which Sydney had lived for the past four months. Sydney was facing the opposite wall, staring at the pictures of the baby daughter she had never met. "He's here." It almost hurt Will to say the words, but he said them anyway. He had to. He couldn't be jealous or unhappy when Sydney was so excited.

She looked back at him and smiled - the kind of smile she gives when she's trying to contain her excitement, but can't quite do it and accidentally lets some of it sneak out through the corners of her mouth. "I'll be right there," she replied, as she removed one of the framed pictures from the wall and placed it on the top of the clothes in her navy suitcase.

Despite the fact that it had been over a month since the CIA had received any information about the whereabouts of Sloane or Irina, the pictures of Sydney and Vaughn's baby girl kept coming. At least one every week, sometimes more. And Sydney kept on framing them and arranging them chronologically on the wall in Will's house. Even if Will hadn't known who this baby's parents were, he would have been able to figure it out. At about six months old - they couldn't be sure when she was born - you could already see a miniature version of Sydney's nose and Vaughn's striking green eyes.

In the two months since Michelle Vaughn had left, the CIA hadn't found so much as a shred of information about her whereabouts, either. She, like so many others in her line of work, had likely completed her assignment and sunk back into the depths of the world of espionage. Or perhaps she had met a different fate. Maybe Sloane had discovered what she had told Vaughn in her apology letter, or maybe she had tried to escape the life into which she had fallen only to discover too late that it's never possible. Either way, Will didn't want to think about it. He wouldn't have wanted the Michelle he had known to be involved with the likes of Sloane and he certainly wouldn't have wished death upon her. It had taken Will more than a few hours of talking to Dr. Barnett since Michelle left over a month ago to realize that it was okay for him to separate Michelle from the spy she had revealed herself to be. Michelle was cute and sweet and funny and now Michelle was gone. That was all that mattered to Will.

Vaughn had handled Michelle's betrayal far better than many people had expected. But Will knew exactly why it wasn't as devastating as it could have been... Vaughn knew Sydney was waiting for him.

***************

A little over a month earlier, Will had attended a party for Marshall and Carrie's first anniversary. Noticing Vaughn sitting alone, Will had gone over to him to talk. What they would talk about, Will wasn't sure. In the couple of weeks since she had left, Vaughn had barely mentioned Michelle. Either way, Will could imagine that sitting at a friend's first anniversary party was probably not the best feeling when your marriage ended so abruptly well before the one year mark.

Will took the seat next to Vaughn. "How's it going?"

"I've been better," Vaughn replied, staring off into space.

Will let the silence hang in the air for a few moments. "I know this probably isn't the best time, but you know if you ever need to talk..."

"Yeah...," Vaughn said, nodding. The silence returned. Just as Will was debating whether or not to give up on his friend at the present time and go talk to someone who would reciprocate, Vaughn spoke up.

"I was thinking...about...Michelle... and I was wondering. What if this whole thing happened for a reason?" He was still staring off blankly.

"You mean Michelle leaving?"

"No, I mean, the whole thing. What if it's just part of a plan."

"What? Like a plan from God?" Will asked. Will wasn't used to this kind of philosophy from Vaughn.

But Vaughn laughed at Will's question and shook his head. "More along the lines of Irina. What if Michelle was right?"

Then Will understood. Michelle's farewell note had included a paragraph asking Vaughn not to be so quick to hate Irina Derevko.

"I don't know," Vaughn continued, "but after everything that's happened... it just seems like there had to be some kind of a plan, something that we can't see yet."

For some reason, at that moment Will looked in the same direction that Vaughn had been staring for the whole conversation. He should have known. Vaughn hadn't been staring into space at all. Sitting across the room in Vaughn's line of vision was Sydney, talking to Dixon and laughing.

*************



"She's coming," Will said as he walked back into the living room where Vaughn was pacing on the wooden floor. "It looks like you're going to make it to Santa Barbara this time."

Vaughn smiled. "Maybe, but let's not jinx it." He stood there for a moment before rushing over to the coffee table and knocking on it. "Knock on wood...you know...just to be safe."

"Can I get you anything?" Will asked, smiling.

"No...we should be out of here soon." Even now, just moments before it became reality, it hadn't really hit Will. Even though Sydney had been leaving for short periods of time for more than four months now, this wasn't the same. Those were all missions. She had gone away to work, to try and save the world from Arvin Sloane. This time Sydney was leaving Will and the house she had been living in for months to go on vacation with Vaughn. He had seen it progressing, it had started again with Vaughn not being able to take his eyes off of her at Marshall's party and escalated to this - Vaughn waiting to steal Sydney away from him.

Seconds later Sydney walked into the living room, carrying her bag. She stopped when she entered the room and looked at Vaughn. He put his hand out and she walked over, her arm outstretched, to take it.

"Hey," she said, still wearing the same smile she had been moments earlier.

"Hey," Vaughn replied. They both started giggling. Actually giggling. Right there, in the middle of the living room, with Will standing right there. They were their own perfect little planet and Will was a satellite orbiting around them but never being part of their happy world. "Are you ready?" Vaughn finally managed to ask.

But before she could respond, Vaughn's cell phone rang. "I'm just going to ignore that," he declared. "Do you hear a phone ringing?"

"No. What phone?" Sydney replied, giggling again. After three rings, it stopped. Sydney's cell phone was next. It, too, stopped ringing after three rings. Then Will's cell phone was ringing. He, however, was not leaving for a vacation in five minutes, so he felt like he should answer.

"Hello."

"Mr. Tippin, this is Director Kendall."

"Hello."

"Are Agents Bristow and Vaughn at your house and if not do you know where they might be?"

"They, uh, they left about an hour ago for Santa Barbara," Will fibbed.

"I tried both of their cell phones."

"Well, maybe there's no reception where they are right now." Vaughn and Sydney were laughing quietly at Will's white lies, and Will was pinching himself to keep from doing the same.

"How do you suggest I contact them?" Kendall asked.

"They're supposed to call me later this evening, I can let them know you ---"

"Mr. Tippin," Kendall cut in, "I don't know what you think this is about, but I need to speak with Agent Vaughn as soon as possible. We've been contacted be Michelle."

Suddenly, Will didn't have to pinch himself to stop the laughter. "What?" Sydney's and Vaughn's expressions suddenly morphed from smiles into looks of concern.

"She claims that she is interested in being a double agent for the CIA, but she'll only talk to Agent Vaughn or, oddly enough, to you. Since you sound somewhat distracted, I'm not sure if you understand the importance of this -"

"No, no, I understand completely," Will said.

"Well then I'm sure you would agree that Agent Vaughn would like to hear about this?"

"Absolutely. I'll have him call you as soon as he calls me. I'll come by the office later."

"Not later. Now. Good day, Mr. Tippin."

Will stood aghast, holding his cell phone in one hand and running his other hand absent-mindedly through his hair.

"Will? What is it?" Sydney asked.

"It, uh, it was Kendall."

"Did they hear something about the baby?"

"I dunno. They just said that..." he trailed off.

"What?" Vaughn said.

"Michelle contacted the CIA."

"What? Why?" Sydney asked.

"She wants to be a double agent," replied Will.

After the obligatory stunned silence, Sydney spoke up. "So, I guess we're never going to make it to Santa Barbara."

"Why not?" asked Vaughn.

"Well I'm sure they need us in the office," Sydney explained.

"They can live without us for two days," he said.

"But Vaughn..."

"No, Syd. It makes sense. It's just part of her plan."

"Who's plan?" Sydney asked, bewildered.

"Your mother's plan."

Sydney shook her head. "What plan?"

And it was then that Will understood what he had written off as the ramblings of a grieving man a month before at Marshall's party. He understood what Vaughn had meant by saying that maybe Michelle was just part of 'the plan.' Will caught a glimpse of what could happen, what just might happen, in the next few months.

Michelle might have gone back to Sloane and Irina and she might become a double agent. She might help the CIA find them, and by finding them, find the baby. She might end up sacrificing herself in order to do this, but now that Will could see this all playing out, he thought of something else Michelle had said in her letter: "I have a feeling that the best months of your life are still to come." Michelle might return Sydney and Vaughn's baby and at the same time reveal Sloane's location. And Irina might pretend to be aghast at this betrayal. But Irina knew how it worked. Irina knew exactly the way that Michelle felt for Vaughn because it was the same way that Laura Bristow felt for Jack. Irina knew what lengths Michelle might go to for Vaughn. Irina might pretend to be aghast, but Irina might have achieved her goal.

Or maybe not. But now Will could see exactly what Vaughn had meant. Maybe it was all a plan.

"What plan, Vaughn?" Sydney asked again.

"You guys should get going," Will said, moving towards the door.

"You'll call us if you hear anything?" Vaughn asked?

"Of course. Give me call when you get there."

"Vaughn?" Sydney said, remaining in the same place. "What's going on?"

Will walked over to her and gave her a hug. He said what he had been preparing himself to say for what seemed like years but what was only a few days. "Have a great weekend, Sydney."

With an expression of complete confusion still on her face, she nodded. "Thanks," she said softly, "I will." With that, Sydney walked to the door where Vaughn stood and took his hand.

***************

About five years earlier, Will, Sydney, and Danny had gone to Disneyland together. Will was the third wheel, as usual, but that in and of itself didn't bother him. What did bother him was being with Sydney, but knowing at the same time that she wasn't there to be with him. He knew he shouldn't feel that way, after all, these were his best friends who were happy and in love, but it was still a little painful to see the Sydney with someone else.

He sat alone in the back seat of Danny's Corolla and the three of them cruised along the highway, listening to the radio and enjoying the conversation.

"I love this song!" Sydney exclaimed when Vertical Horizon's "Everything You Want" began to play. She turned the volume up.

Will had heard this song far too many times. It was another one of those songs that's not bad the first 50 times they play it on the radio, but after that it starts to get a little bit annoying. But there was something different about it this time. Will actually listened to the words.

I am everything you want

I am everything you need

I am everything inside of you

That you wish you could be

I say all the right things

At exactly the right time

But I mean nothing to you and I don't know why

And I don't know why

And even though Will joined in as Danny teased Sydney for her taste in music and he smiled and pretended to be nothing but perfectly happy, he couldn't help but think he knew exactly how the singer felt.

**************

Will couldn't remember when he fell in love with Sydney. It seemed like a constant state of being since the time he met her. The thing was, she had never felt the same way. He chalked it up to timing. The timing was always off, and for that reason Sydney never had the chance to decide if she could have those feelings for Will. Will just figured that if he waited long enough, the timing would work out, Sydney would decide she did feel something more than friendship for Will, and he and Sydney would end up happily ever after.

But as Will stood in the doorway of his house and watched Vaughn's car disappearing around the corner at the end of his street, he knew for the first time that Sydney had made her decision and she hadn't chosen him. She had had five months with Will, and at the end of that time, she didn't choose him. And once again he remembered the song he had heard in the backseat of Danny's car five years ago in what seemed like another life. In some ways, that situation was the same as this one. Sydney is in love with his best friend. He should be happy for both of them, but there is that familiar pang of jealousy.

Will closed the door behind him and walked into his house, which was uncomfortably empty. Noticing Sydney's CD collection on the coffee table as he collapsed onto the couch, he picked up the book and flipped through it. Sure enough, there was the Vertical Horizon CD. He put it in and skipped to number three. As the familiar tune began to play, he sat down on the couch and put his face in his hands.

I am everything you want

I am everything you need

I am everything inside of you

That you wish you could be

What could Sydney want that Will didn't offer? He was perfect for her. He knew her better than anyone. He could connect her to her old life and to her new life. He was exactly what she needed.



I say all the right things

At exactly the right time

All Will had done for the past five months was to help Sydney. He was there for her 24 hours a day. When Vaughn had been at home in bed with his wife, Sydney had been crying into Will's chest. When Vaughn had been drinking coffee and reading the newspaper with Michelle, Will had sneaked into Sydney's former apartment with her and then held her as she broke down on the front lawn. He had said everything she needed to here and he had meant every single word of it.

But I mean nothing to you and I don't know why

And I don't know why

Sydney had made her choice. Whatever it was that she needed, Will wasn't it.

It would have been so easy for Will to be angry with Sydney, or at least to regret spending so much of his time worrying about her and taking care of her and being in love with her. But he wasn't angry, and he didn't regret a single second of it. If he had made the last five months even a little bit easier for her, and he definitely had, then all the effort had been more than worth it.

The night Sydney had come home, Will had sat in the bed at the safe house with her and comforted her about Vaughn's wife.

"She's great. She's funny and smart and kind... but she can't be you. She's not you, Sydney," he had told her. "I don't have any idea what's going to happen, but I am 100% sure that this is true: no matter what, she will always be second best."

It wasn't until that very moment, as Will sat alone in his house, with his face in his hands, listening to a Vertical Horizon song he hadn't heard in years, that Will realized that he could have been talking about himself.

After all, no matter how much Sydney cared for him, she had chosen Vaughn. No matter what, Will would always be second best.

With that, Will turned off the CD player, grabbed his keys, and headed off to work.

______________________________________________

Okay, wow, I am done. Finally. Yay! I hope this wasn't too much info in one chapter, but I wanted it to end before we learn too much about next season and it becomes completely irrelevant. Anyway, I am glad that I actually finished this and I hope you guys enjoyed reading it. As I told you before, this is the first story I have ever written that is more than one chapter, and I was really nervous about how it would turn out. Any feedback you guys have is, as usual, greatly appreciated. Thank you so much for all your reviews and for sticking with me! Enjoy season three!!!!

p.s. - I did my whole 'no, I don't own Alias thing' at the beginning of chapter 1, but I should probably add that I don't own 'Everything You Want' or, obviously, Vertical Horizon.