Disclaimer: I do not own the Alias show or any of the characters.

A/N: Their thoughts are in italics.

"Hi Vaughn," Sydney said as she sat down on one of the overturned crates in the warehouse.

"Hey Syd" Vaughn replied.

"So, why did you call me down here?" Sydney asked him.

Vaughn smiled and studied her. She looked totally worn out. There were dark circles under her eyes, and she just kind of drooped as she sat there on her crate.

Sydney just sat there while Vaughn studied her.

It didn't particularly bother her that he just sat there staring at her.

She was glad that they could just sit silently looking at each other. It was nice too just sit there with him.

Finally, Vaughn spoke "I called you here to check on you."

Sydney looked at him in surprise. "What do you mean?"

Ï mean, now don't take this the wrong way or anything, but you don't look that great."

Sydney immediately prickled. "I don't look so great?" She repeated in obvious disbelief.

Vaughn could easily tell that he had offended her.

"Look Syd, I don't mean like ugly or anything. I just think that you look wiped out." Vaughn told her quickly.

In truth, he didn't think that he could ever think that she was ugly.

Sydney sat rigidly staring at him. "And you just had to point out the obvious, why?"

Vaughn's face turned a deep shade of red, and his forehead wrinkled.

Sydney relaxed her posture, and almost forgot her anger at the site of his red face and wrinkled up forehead.

"He is so cute when he's embarrassed. Wait, what am I saying? He's cute all of the time." She thought to herself.

Meanwhile, Vaughn was thinking, "How stupid am I? I just insulted the woman that I love."

"I'm sorry, Sydney. I was just concerned." Vaughn told her sincerely.

Sydney smiled at him. "It's all right. I'm sorry that I was so grumpy about it. But, I'm fine."

Vaughn gazed at her fondly. "Can you take some time off from both agencies?"

"Not at the moment. But I am off one day next week." Sydney replied.

Vaughn grinned. "That's great. What are you going to do?"

"Um, well."

Vaughn could tell that she was stalling.

His mind began to race with questions. "What is she doing that she doesn't want me to

know about? Could she be going out with someone?"

Finally Sydney broke him out of his racing thoughts by blurting out, "It's my birthday on Saturday. That's when I'm off. I don't know what I'll do during the day. I think that both Will and Francie have to work during the day, so who knows. We'll probably do something later that night though."

Vaughn blinked. "I can't believe that I didn't know that it was her birthday," he thought.

Realizing that Sydney was still staring at him, Vaughn smiled and said, "Well, then Happy Birthday."

Sydney smiled back at him and touched his arm briefly. "Thanks. I had better go, Francie's making dinner, or bringing it form the restaurant. Either way, I'm sure it will be good and I don't want to miss out on it."

"Okay, have a nice dinner, and a fabulous birthday," Vaughn told her.

Sydney grinned. "Thanks."

As soon as she left, Vaughn's mind began to race. "I wonder what I can get her for her birthday?"

Meanwhile, Sydney was wondering what she could do during the day on her birthday.

A/N: So, what did you guys think? Should I continue? Please click the little, purple button and leave a review, so that I at least know that you read it. Please keep all reviews G rated with no bleeped out with stars or implied cuss words! Thanks!