Will knocked on her door.  He entered when he heard her welcome him.  "Sydney..." 

"Will, good to see you..."  They hug and sit. 

"Syd, Kendall gave us approval for you to go to the funeral tomorrow.  So... I brought you something."

Sydney takes the package and opens it.  "Will, this is my dress... and shoes... I figured dad had tossed out all my clothes."

"We... uh... Vaughn and I... we didn't believe that you were gone.  So, when we boxed up Fran's clothes, we sent them to the 'Good Will' and yours went into storage.  I thought you may need something for the funeral tomorrow."

She took the dress... a black dress, mid-thigh length with inch straps at the shoulder.  The wrap was a collage of warm fall colors.  Will had included a pair of black pumps, only one inch heels and nylons.  "Thanks, this is wonderful."

"I was worried you may have something else in mind."

"No... This is perfect.  I didn't even know I would be allowed to go."

"You can go... I will escort you... I mean... unless you want you dad or..."

"Will..."  She looks at him.  "I would be honored to have you escort me."

"I got to get back... I just wanted to drop this off... I will pick you up at 10 tomorrow."

"OK... thanks."  Will continues to stand there, making no move to the door.  "Is there something else?"

"Well, I don't know how to say this... even if I should..."

"Will, I haven't been cleared yet, so even if it's about me... you can't give me any Intel."

"No, it's not classified.  It's about Meelon."  Sydney gave him a questioning look.  He continued.  "I met her once... all I knew about her was what Vaughn had told me.  Throughout their courtship, he told me about how she 'filled his mind' or when they were together all he had to do was look in her eyes and he felt better, relaxed..."

"Will, that's normal for a couple... in love."  Sydney rolled her eyes.

"That's what I thought too.  But, Sydney... when I met her... at the wedding reception, I asked her to dance.  She was more interested in finding out about Vaughn's past... she..."  Sydney was looking at him.  "I'm not being paranoid... when I looked at her... in her eyes... I knew what Vaughn meant when he said she filled his mind.  She knows how to interrogate a man... she doesn't need torture, she gets into your head and pulls the Intel out..."

"Did you talk to Vaughn?"

"No... He was happy... I hadn't seen him happy since, well....before you left.  I asked Weiss to run a background check, but he said it wasn't any use, Vaughn wasn't CIA any more."

"That's true... Look Will, if, on the off chance, your paranoid view of her is correct... why would she get hooked up with Vaughn... a college professor from Arizona?  You would be a better choice.  You work with all sorts of classified documents; you actually worked for the CIA at the time." 

"I don't know Syd... I guess what I'm saying... be careful."

Sydney kissed Will on the cheek and sent him on his way.  "Will is just looking out for me... doesn't want to see me hurt.  Well, I don't need any specific reason to hate the woman... other than she has taken my man from me.  For a woman, that's more than enough reason.  But tomorrow is not about me or her, it's about Vaughn.  We have to be there to support Vaughn."

He held the car door open for her, but she remained in the car.  She was so beautiful.  The black dress complimented the coloring of her eyes, hair and skin.  Her bare arms exposed her muscles and delicacy.  Her legs... Will could look at her legs all day.  She stared out over the cemetery at the growing group of people milling around waiting for the funeral to begin.  Will crouched down until he was at eye level to Sydney.  "Syd, are you sure you want to go?"

"Yes, for Vaughn.  I'm just nervous, I'll get over it."

"I'll be by your side as long as you need me."

Sydney continued to stare.  "I remember my mom's funeral.  We didn't have a body to bury, so all we had was a church service.  I remember thinking 'why wasn't daddy crying... why had I never seen him cry?'"  Sydney turned to Will, "That was, of course, before I found out she was evil."  Sydney took Will's proffered hand and stood.  There were tears in her eyes.  Will held her close.  "Maybe Vaughn doesn't want me here."

"You know that's not true."  Will released his hold and took her by the shoulders.  "Now, dry your tears so your make-up doesn't run.  We didn't bring any replacements."

"OK, how's that?"

"Sydney... you are the most beautiful woman I have ever seen.  You don't even need make up."

"Thanks Will.  We better do this, before I chicken out."

"You?  Not my brave Sydney."  Will took her into an embrace once more, before proceeding to the service site.

Sydney approached Vaughn.  He saw her and tears immediately filled his eyes.  Sydney immediately melted into his arms and held him.  "Vaughn, I am so sorry for your loss... Your mother was a fine woman... She will be missed."  Vaughn continued to hold Sydney.  She felt his sobs and remained in his embrace until the sobs subsided. 

When he quieted, he whispered into her ear, "Sydney, you are one of the few who could make me cry today."

"Vaughn... I am one of the few who knows what your mother went though and how close you are to her, and why.  If I can help, in any way... just ask."

Vaughn released her and looked at her face.  "Your crying too... you never officially met my mother..."

"Vaughn, I knew her... she raised a wonderful man... her hard work shows up in you."

Vaughn stroked Sydney's tears from her cheek.  "Thanks for coming Sydney."  He then turned to the woman standing next to him who was silently taking in the scene.  He took a deep breath.  "Sydney Bristow, this is my wife, Meelon."

Sydney held out her hand to grasp Meelon's.  As their hands touched, their eyes linked.  Vaughn turned to greet Will, while Sydney talked to Meelon.  Sydney could not look away from her.  She stumbled over the works.  "...I'm ...sorry for...your loss..." 

Meelon, on the other hand, was incredibly cool and collected.  "Thank you for coming.  How do you know my husband?"

"I...uh...work for... with him... in the same... uh... division."  Their eyes remained linked and their hands clasped.  With every moment they stayed connected, Sydney felt less and less control over her movements and thoughts.  They would have remained joined, except...

"Oh, I'm sorry... Sydney, Meelon... I didn't mean to bump into you.  I tripped..."  Will pushed Sydney behind him, and gave Meelon a hug.  "Sorry for your loss; I'm going to take Sydney and get a seat for the service."  Will took Sydney by the shoulders and led her to the seats set up for the funeral.

"What happened Will?"

"I told you to stay away from her eyes.  What was it like?"

"Cold... I'm very cold..."  Will rubbed her arms.  Goose pimples had risen and Will helped her put on her wrap.  "Will, I couldn't move or think... what happened?"

"Now do you believe me?  Her eyes are hypnotic."

"Well yeah, that's the understatement of the year."

"What are we going to do Sydney... we have to do something... tell someone..."

"Will, who are we going to tell?"

"Kendall for one.  We corroborate each other's statements.  He has to listen."

"Will, think about it.  This is the woman who stole Vaughn from me.  You are my best friend.  We have had more than enough alone time to set up a plan to defame her.  They will never believe us.  Kendall won't for sure and my dad would never believe us.  I don't even believe it."

"What are we going to do?"

"Don't know Will.  Stick together for now, I suppose."

"Why doesn't Vaughn see what's happening?  He's been with her for about two years."

Sydney remained quiet, the service started but her mind did its best to work out all she had learned today.  Will's question was apt.  'Why indeed?  It had taken only two months for Vaughn to get over me.  If the situation were reversed would I have started dating so soon?  But he is a guy... But, then again, Will hasn't started dating seriously yet... and he was only romantic with Fran for a month or two, and most of that was time with the double... So... either Vaughn didn't love me... or...'

"Sydney, everyone's standing.  It's time to go."  Sydney stood. 

"Will, lets wait around a bit.  I want to see Vaughn once more before we leave.  We can let some of the crowd leave."

"OK Syd.  Hey, I'll be right back... I need to find... um... I'll be back..."

Sydney giggled as Will took off to find a restroom.

Sydney milled around a bit then sat in one of the back rows of chairs.  She stared out into space thinking and did not see Meelon sit next to her.  Sydney jumped and turned as Meelon touched her shoulder.  Meelon took hold of Sydney's chin and their eyes connected.  Sydney felt all control melt away.  Meelon's eyes held their grip over her.  Then Meelon began to ask her questions.

"Are you a field agent for the CIA?"

"Yes."

"Do you know Arvin Sloan?"

"Yes."

"Is Michael Vaughn your CIA handler?"

"Yes."

"For how long?"

"Since a year and one half prior to the destruction of the Alliance."

"Were you a double agent?"

"Yes."

"Where?"

"At SD-6"

"Are you in love with Michael Vaughn?"

"Yes."

"Do you think he is still in love with you?"

"No."

"Are you the agent he went to Hong Kong to retrieve?"

"Yes."

"Did you sleep with him since he met you in Hong Kong?"

"No."

"Do you know Sammy?"  Sydney was quiet.  "Answer me!"

"Yes."

"Sammy will wait until she receives further instruction, understand?"

"Yes."

"When Will Tippen comes back you will wake up.  You will lead him to Michael Vaughn to pay your respects.  On you way to the car, you will kiss Will Tippen.  You will take him home, to bed.  Do you understand?"

"Yes."

Meelon smiled, 'Now I get to play with three minds.'

Will saw Sydney sitting with Meelon, they seemed to be having a normal conversation, but Will rushed over to them.  "Sydney are you OK?"  Sydney turned to him. 

"Sure I am Will... Meelon, I am looking forward to working with you.  I'm sorry this had to occur for us to meet."

"I'm sure we'll be seeing each other again.  And Will, don't be a stranger, now that Michael and I are living in L.A."

"Of course, Meelon."

'Will looks confused now, just think how he will feel tonight?'

The three walked over to Vaughn.  The couple he was talking to, just left.

Sydney approached him, "Vaughn, we have to go... you call if there's anything you or Meelon need.  You promise?"

"Thank you Sydney and Will.  Thanks for coming.  You don't know what this means to me."

Meelon nestled herself close to Vaughn and put her arms around him.  'Sydney isn't going to hug my husband ever again.'

Both Sydney and Will shook hands with Vaughn and turned to leave.  Will placed his hand on Sydney's shoulder and leaned close to her.  "What was that all about Syd?"

"What was what about?"  Sydney looked at Will and put her arm around him.  "Thanks Will for bringing me today.  I really appreciate it..."  She stopped walking and turned to him.  She looked into his eyes and placed her hand on his cheek.  "I mean it Will, I really appreciate this..."  Sydney leaned into Will and kissed him on the lips.  The kiss, though chaste, felt good in Will's opinion.  He smiled and thoughts of their conversation were gone.

Vaughn and Meelon watched as the pair walked to their car.  Meelon felt her husband shutter as Sydney kissed Will on the lips.  'Why should this woman have this affect on my husband?  I'm stronger that this.'  "I'm so glad, aren't you Michael?"

"Glad about what?" 

"Glad that Will finally found someone to make him happy.  Like I make you happy."

"Yes, Meelon."  Vaughn said absently, his eyes never leaving Sydney... further upsetting his wife.

Will led Sydney to the passenger car door and opened it for her to enter.  He watched as she sat in the seat and pulled her long, luxurious legs into the car.  As she slid into the seat, her dress pulled further up her thighs and the experience was stimulating for Will.

Will made himself close the car door and move away.  'Remember, she is just a friend Will, nothing more.'  Will entered the driver side and started the car.

"Will, I really don't feel like going back to base.  Do you think it would be alright if we hang out at your place this afternoon?  You can take me back later."

"Sure Sydney, no one said that I had to bring you back right away, or that there was any sort of time table."

"Thanks Will, you don't know what this means to me."  Sydney smiled at Will and he smiled back.  Sydney slowly moved her had over Will's.  The contact caused an electric warmth to flow through his arm and over his body.  Will turned his hand over and took Sydney's.  Their fingers laced around each other.  They both smiled again.

Finally, Will stopped in the driveway.  "Well Syd, this is it."  Will got out and opened the car door for Sydney and helped her out.

Sydney surveyed the property.  A small A-frame house stood on a postage stamp piece of land.  It was surrounded by a cute little picket fence that opened by a gate at the front walk.  "This is really nice Will.  When did you move?"

"Well, it seems that the government pays a bit more than the newspaper ever did, so I had to make an investment.  I will be paying it off over the next twenty-nine years, but, they say I own it."

"I like it."  Will opened the front door and escorted her in.  The small house was decorated with some of the pieces from her and Fran's home.  "I see you had some help decorating."

"Yeah, well, some of this was sentimental and I just couldn't get rid of it."

"Will, the couch?"

"Mine had that stain, remember?  Anyway, yours was always more comfortable than mine ever was."

Sydney wandered around the room that held so many memories.  "I have some wine in the fridge, are you up for a glass?"

"Sure."  Will walked to the kitchen and Sydney slowly turned and followed him.

She watched as Will pulled the cork out of the wine bottle and poured two glasses.  He gave one to Sydney and held his up.  "To good friends."  Their classes clinked and both took a sip of the wine.

Sydney then placed her flute onto the counter and reduced the space between them.  As she approached him, "To us" was all she said.  Sydney reached up and grasped the back of Will's neck and pulled him toward her.  He was startled as their lips touched, but quickly responded to Sydney's advance.  When her tongue tentatively touched the tip of his, he pulled her close and deepened the kiss.  When, finally, their lips parted, Will looked at her, "Syd... I don't think..."

She interrupted, "That's good Will; I don't need you to think..."  She backed away from him and started to move out of the kitchen.  When he started to follow her, she swung around.  Will watched her back and hips sway as she moved away from him.  Her hands made their way to the zipper tab and he watched as she pulled the tab and opened the zipper.  The dress fell off easily and Will stopped, unsure as to whether or not he was dreaming.  Sydney turned around, clad only in her black pumps, lace underwear and bra.  She looked at him.

"Are you coming?"

He moved closer to her and touched her bare shoulders and moved his hand down her arm to her waist, then up until he cupped her breast.  "Hopefully not too quickly," was his only comment before he took her lips with his.

Later, after the excitement in his bedroom had quieted and the two lay separately on the bed next to each other, both naked now and covered by only the sheet, staring at the ceiling, Will found his voice.  "What was that Syd?"

"I'm... not sure.  Maybe being cooped up in that room at base... maybe... Are you disappointed in me Will?"

Will turned to look at her.  There was a tear in her eye.  "I'm not disappointed.  Confused, maybe, but never disappointed."

"Please Will, we will always be friends?  Right?  I couldn't stand it if we ever started to snipe at each other because one of us was not calling or... or..."

"Sydney, we will always be friends.  Forever."  He took her in his arms and kissed her.

A/N:  Well, this is the last chapter for a while.  I will be going on vacation and maybe I can formulate the end of this monstrosity over that time.  But, right now, the next few chapters are still swirling around in my brain and I am trying to make sense of them.  Any way, I hope I have left you sufficiently confused and/or needing more.  Please send a review and tell me how I am doing so far.

Maxie