Hi everyone!

My inner smut demon got a hold of this chapter, so there's an NC-17 version, which can be found at . (The web address isn't visible when I preview this, so if you can't see it, just leave me a review letting me know you want a link to the smut, and I'll send it to you).

As always, I want to thank all of you who have been reading and reviewing this story. I can't believe that I'm still writing it frankly, but I think it's about two-thirds done. Anyway, I really appreciate all your kind comments, so thanks!

Chapter 19: "Past Loves and True Loves"
Vaughn watched in mesmerized silence as Sydney's body rose and fell with each breath she took while she slept. She looked so peaceful and relaxed, so unlike the Sydney he'd seen day in and day out for the past year and a half. He loved it that they were both so much more relaxed when they were together, but he knew that it wouldn't last. She wasn't even gone yet, and he could already feel himself reverting back to his insomniac ways. At least tonight, though, he wasn't being kept awake by worry and anxiety over her safety; instead, he was being kept awake by the simple desire to watch her, to commit to memory every detail about her for the long nights ahead when she wouldn't be laying next to him. He stifled a yawn and knew that he should go to sleep, but he fought the urge to do so. He didn't want to take his eyes off of her for even a few minutes.

He propped himself up on his elbow, supporting his head with his hand as he continued to watch her. He smiled softly when she started talking in her sleep and he wished that just once, he could be inside one of her dreams to see what she was seeing.

"Vaughn," she murmured.

His smile grew as he realized that what she was apparently seeing in her dreams right now was him. He was dying to know what was happening in her dream as she whispered his name once again. He gently placed his free hand on her hip, simply wanting to touch her and feel her there with him while he still could. She instantly stirred in response to his touch, and her eyes fluttered open as she gave him a fuzzy smile.

"Sorry, I didn't mean to wake you," he whispered.

"It's okay. What's wrong? Can't you sleep?"

He shrugged. "I don't feel much like sleeping right now."

She shook her head and looked over his shoulder at the alarm clock. "Vaughn, it's 3:30 in the morning," she laughed quietly. "What do you feel like doing at this hour? Going to play hockey?"

"That's a thought, but no," he smiled. "I don't want to do anything. I was just enjoying watching you sleep."

"Why? Was I talking again?" she asked self-consciously.

"Yeah. Actually, you were whispering my name. I don't suppose you remember what you were dreaming about, do you?"

"Not a clue, but I could probably guess," she smiled. "How long have you been awake?" she asked as she rubbed her eyes and opened them wider.

"Half an hour, I guess."

"You've been watching me sleep for half an hour?" she asked incredulously. "Vaughn I could not have possibly been that entertaining."

"Yes, you were." He moved closer to her and laid his head on her shoulder. "You're gorgeous, even in your sleep."

She reached up to smooth the hair that she knew was probably standing all over her head by now. "You must be really in love with me to say something like that and mean it."

"I am," he smiled as he wrapped his arm around her waist and held her closer. She kissed the top of his head, and realized that moments like this one were what she was going to miss the most when she went back home.

"Hey, Vaughn?" she asked softly.

"Hmm?"

"How many times have you been in love?"

"Including you? Once."

"Seriously? What about Alice? Weren't you in love with her?"

"Honestly? I don't know," he said as he traced circles on her stomach. "I definitely know that I'm in love with you, but being with her never felt like this. So does that mean that I was never in love with her, or does it just mean that if I was, it felt different than being in love with you?"

"How did I get sucked into an episode of 'Deep Thoughts with Michael Vaughn'?" she laughed. "Um, I think it would have felt different, because you love people in different ways. I mean, I was definitely in love with Danny, but it didn't feel like being with you."

"I guess," Vaughn said thoughtfully. "I don't think I was ever in love with Alice, though. I loved her and I thought she was a good person, but I never felt like I *had* to be with her all the time, you know? I never would have broken into the Vatican just to impress her, that's for sure" he grinned.

"So *that's* why you did that!" she laughed. "So if you were never sure that you were in love with Alice, how do you know that you're in love with me?"

"The same way I know I'm alive," he said simply. "It's not something I have to think about."

She tried to fight the smile spreading across her face, to no avail. Somehow, he always knew the perfect thing to say to her; it was like a gift.

"When was the first time you realized you were in love with me?" she asked as she lightly stroked the length of his arm.

"When Noah came back into your life," he said, without hesitation. Just hearing those words made her body tense up as she thought about the effect Noah had had on their relationship. She suddenly realized that they hadn't discussed him at all since the days immediately following his death.

"Vaughn,"

"Did you love him?" Vaughn asked curiously.

She was taken aback by his question and felt vaguely uncomfortable talking to him about her ex-lover. "I was really young when Noah and I were involved," she said dismissively. She grew quiet and he waited for her to continue, sensing that she hadn't said everything she was going to.

"Actually, I did love him once," she admitted. "If I hadn't, it wouldn't have hurt so much when he left or when he died or when I found out the truth about who he really was. It hurt to realize that I could have been so wrong about him. But what hurt worse was that way I almost jeopardized my relationship with you for him. I was surprised that you could still even look at me after that."

"Why would you say that?" Vaughn asked, looking at her with surprise. "It's not like we had a relationship and you were cheating on me."

"We *did* have a relationship," she corrected him. "It might not have been a romantic one, but it was still more than friendship, and I should have known that. But I didn't even really realize the extent of it until I came back from Arkhangelsk. I saw the look in your eyes and I knew how much I hurt you. I never apologized to you for that, but if I could go back and change everything that happened, I would. In a heartbeat, Vaughn."

"I know, but I don't think I'd want you to. Like I said, that's what made me realize how I really felt about you. That day in the warehouse felt like being kicked in the gut, and that's how I knew that what I was feeling was more than a crush."

Sydney sighed in frustration that Vaughn was being his usual understanding self about Noah. Sometimes she felt so unworthy of his devotion to her, even though she knew she returned it to him.

"Vaughn, I know you don't need an explanation, but I just want you to know that nothing that happened with Noah had anything to do with you. It's just that I was so hell-bent on finding my mother and my dad didn't want me to, and you couldn't help me. So much was going on and Noah was offering me the chance to run away from all of it, and for a few brief moments, I thought that he could give me what I needed. I didn't realize until I saw you again and you put that ice pack on my hand that I already had what I needed." She stroked his cheek tenderly and silently cursed herself for having ever been so foolish. She could have potentially lost Vaughn before she'd even had him.

"Syd," he started. He wanted to make sure she knew that Noah wasn't an issue between them anymore, but she put her fingers to his lips to quiet him.

"You always give me what I need, Vaughn. You have since the day I met you."

"I want to give you everything that you *want,* too," he said huskily, placing a soft kiss on her neck. "Just tell me what you want, and I'll give you everything, Sydney."

She knew that he meant that, but all she really wanted was him. There were other things, of course, secondary things -- a house, kids, romantic weekend getaways -- but she could live without all of those things as long as she had him.

"You spend too much time concentrating on what I want, Vaughn. What do *you* want?"

He sighed and raised himself into a sitting position. "I want you to stay with me and not leave tomorrow."

She half-laughed, half-groaned. "Of course you want the one thing I can't give you. Why don't we stick to the things that I *can* give you," she suggested as as she straddled his lap and intertwined one hand with his.

"You know it's not my style to look a gift horse in the mouth," he grinned. He brushed her hair from her shoulders and hooked a finger through one of the thin straps of her silk nightie. "You know what I want right now? I want to know everything there is to know about Sydney Bristow."

"Everything? Well that should take about 20 minutes," she smirked. "Vaughn, it would take me two days just to tell you about everything that happened the year after my mom died. There's no way you can get the full Sydney Bristow story in a matter of hours."

"Don't worry," he said as he kissed her shoulder. "I'll keep my questions narrowly focused."

"What does *that* mean? Can I plead the Fifth if I don't want to answer?"

"Nope."

"So what, is this like Truth or Dare?"

"I guess, except without the 'dare' part."

"Why?"

"What's the point of daring someone as fearless as you?" he grinned. "Besides," he said as he traced the curve of her jaw, "what's more dangerous to a spy than telling the truth?"

Sydney smiled at his logic. He had a point, she had to admit.

"The truth, huh? Can you *handle* the truth?" she teased.

"I guess we'll see, won't we? Okay, first question. Who was the first boy you ever kissed?"

She laughed and thought about it for a few seconds. "First kiss or first *real* kiss?"

"Both," he smiled.

"Well, my first kiss was when I was six. Jeremy Reece was chasing me during a game of hide and go seek. He found me before I wanted him to, so I kissed him and threatened to tell his friends about it so I wouldn't have to be 'it'. Needless to say, he didn't tell anyone that he found me," she laughed. "My first real kiss was Mason Peters in seventh grade, during a really unfortunate game of 'Spin the Bottle.'"

"Was it that bad?" Vaughn asked when he saw her cringing at the memory.

"It was *so* bad! Mason was such a bad kisser, and since it was my first real kiss, I didn't know to expect any better. He almost made me want to swear off of kissing forever."

"Thank god you changed your mind about that," he grinned as he leaned forward and help her erase the memory of Mason Peters.

"I had to work my way up to the good kissers, I guess. So tell me about your first kiss."

"Hey, *I'm* the one asking the questions here."

"Excuse me? You think that you can hear all of my stories without telling some of your own? Uh-uh, Vaughn. If we're going to play, we're going to play fairly," she reprimanded him.

"Okay, fine. Let's see, first kiss . . . oh, Veronica Webster, how could I forget? She was the first girl who ever got to see the Vaughn basement," he laughed.

"The pioneer, huh? The trailblazer," she snickered.

"Yeah. I was 15 and we were working on a science project in the basement one day after school. I bent down to pick up our model of Jupiter, and when I raised back up, she was kissing me."

"Just like that?" Sydney asked disbelievingly.

"Yep. Just like that."

"You were so irresistible that she just started kissing you out of nowhere?"

"I've been known to have that effect on women. You should know that better than anyone."

"You've got me there," she smiled. "You know, in the whole time that we were at your mom's house for dinner, you never took me to see the basement. I'm kind of insulted," she said with a mock pout.

"Syd, you're way too good for the basement; you deserve the penthouse," he said with a soft smile. "So, who was the first guy you ever slept with?"

She drew back and looked him in the eye. "Are you sure you want to hear all the sordid details about the guys who came before you?"

"Sure. I intend to be the last, so now I want to know about the first."

"Rob McKay, the night of my high school graduation. There was a big party at the beach, and we snuck away for a while, and by the time we returned, my virginity had gone out to sea with the tide," she said with an embarrassed smile.

"I hope it was a better experience than your first kiss," Vaughn said wryly.

"It was. It was actually kind of nice, romantic even. It could've been a lot worse. I believe it's your turn now," she said with a pointed look.

He looked down at the bed sheets and smiled at the memory. "Abby Leonard. She lived next door to my grandparents in Pennsylvania. Mom and I were there for Christmas one year and she was home from college. She hung out with me and my cousins for a few days and one thing led to another. Her family moved the next summer and I never saw her again, but she taught me a lot in a week," he laughed.

"How old were you?"

"I was 16. She was 19."

"Ooh, an older woman," Sydney teased. "She was kind of desperate, wasn't she?"

"What makes you say that?

"Come on, Vaughn. You were, what? A sophomore in high school?" He nodded. "And she was a freshman in college?"

"Actually, she was a sophomore."

"That's even worse! Unless she went to a girls' college, coming home and sleeping with a high school guy carries the faint whiff of desperation. Actually, it's not that faint," she added with a laugh. "Anyway, let's move past desperate Abby. How many women have you been with?"

"It's not your turn again," Vaughn protested. "Was that big speech about playing fairly?"

"All's fair in love and war," she grinned, "So stop stalling, and answer the question, Mr. Vaughn."

He was silent for a few moments as he thought about it. "Including college?"

"Including college," she nodded.

"Well that just made it harder," he smiled. "No, I'm kidding. Let's see . . . including you, nine."

"Nine," Sydney said contemplatively. "That's not bad; I was expecting worse."

He rolled his eyes. "I'm not even going to ask what you meant by that. So what about you?"

"Four, and that includes you."

"Really? That's all?"

"What are you trying to say, Vaughn? Do you wish I'd slept with more men?"

"No, I didn't mean . . . I didn't mean anything by that. Forget that I said anything."

"I will." She moved her hands and raked them lightly over his stomach, smiling when she felt him tense under her fingers. "So . . . I'm probably going to hate myself for asking this, but was Melissa one of the nine?"

"Melissa?" Vaughn asked with surprise. "No. What would make you think that?"

"Just wondering. You didn't really say a lot about her the other day, so my overactive imagination has been filling in the gaps."

"Oh god," Vaughn groaned into her shoulder. "Do I even want to know what kind of things you've been thinking in that beautiful head of yours?"

"Probably not," she grinned, "but I'm assuming that she was attracted to you. I mean, look at you. She would have had to have been crazy to not be attracted to you. So was it mutual?"

"Yes, it was mutual," Vaughn admitted. "But nothing ever came of it and we never moved past the innocent flirtation stage."

"Why not?"

"I guess we just weren't meant to," he shrugged. "I mean, we certainly had the opportunity, but for one reason or another, we never took it."

"A fact that she now regrets, I'm sure." A look of recognition flickered across Vaughn's face and she knew that she was right. "Oh my god. Did she *tell* you that?"

"Yeah, she did," he said uncomfortably, "but she knows that ship has sailed."

"Yeah, it has," Sydney said matter-of-factly.

"Yes. It has," Vaughn said, emphasizing each word and punctuating them with kisses to her forehead, nose, and mouth. "Syd, you're not seriously concerned about Melissa, are you?"

"No, I'm not," she said honestly. "I'm just curious about her, the same way you were about Noah. I just don't want her to be *your* Noah," she said with a wry smile.

"There's no chance of that, ever," he assured her. "I'm slavishly devoted to you, Miss Bristow," he murmured as his lips found her neck again.

"Really? I'd like to take your word for that, but I'm gonna need some evidence," she said playfully.

"I can give you all the evidence you need," he said with a sexy grin that made her heart race.

*****

Vaughn leaned back against the headboard and Sydney slumped against him and wrapped her arms around his waist. He rested his forehead against hers in sated exhaustion as they both struggled to catch their breath. A blissful smile spread across her face until she heard him choke out her name, and she opened her eyes and looked at him with concern.

"Vaughn?" she asked as she pulled back and lovingly wiped the sweat from his brow. "Baby, what's wrong?" The look on his face was so intense that his eyes appeared to be glowing black in the darkness of the room.

"Promise me," he said urgently, "promise me that you'll be safe and careful until I see you again, Sydney. Promise me that you won't let anything happen to yourself, because I can't live without you. I can't lose you. I need you so much," he whispered as he placed soft kisses all over her face. His almost desperate concern for her brought tears to her eyes and nearly broke her heart.

"I promise," she assured him as she held him tighter. "I promise. I love you so much, Vaughn." As soon as she said the words, she knew that they were a lie, because love didn't begin to describe what she felt for him at that moment. What she felt was so much stronger than love that it caused her actual, physical pain to see him look so fearful at the thought of something happening to her. She nestled her head in the crook of his arm and shoulder and lightly stroked his stomach.

"I promise you'll never lose me."

He kissed her forehead, closed his eyes, and prayed to God that she was right.

*****

Later that morning, Sydney smiled across the room at Vaughn as she slipped a cream-colored cashmere sweater over a matching tank top. "Stop looking at me like that," she warned.

"Like what?"

"Like you know what a lie this outfit is."

Vaughn laughed. "It is very . . . demure," he said, trying to to find the right word.

"That's intentional," she grinned.

Elise was stopping by before Sydney left for the airport, and she'd intentionally chosen the most innocent looking outfit she could find amongst her clothes. She knew she was going to have a hard time looking Elise in the face after some of the things she and Vaughn had been doing until just a few hours ago. Just thinking about it made her simultaneously blush and grin like a loon. Apparently, she wasn't the only one, she realized as she looked over her shoulder at Vaughn. Whatever concern he had briefly had about her safety had become an afterthought once he started touching her again.

"Sorry that I woke you up last night."

"Liar. I'm not sorry."

"You didn't get much sleep."

"I'll sleep on the plane," she shrugged.

"I can never do that."

"It's usually not a problem for me, and it *definitely* won't be today. I'm more than a little exhausted," she smiled.

"I can't imagine why," he smirked just as the doorbell rang. "Hey, can you go ahead and get that? I'm going to bring your suitcase down."

"Okay." She hurried down the stairs and already had a wide smile on her face by the time she opened the door. "Elise! Please, come in."

"Good morning, Sydney," Elise smiled as she stepped inside the townhouse. "Good morning to you too, Donovan," she laughed as the little dog excitedly jumped up and down in front of her. "I'm sure you're going to miss this one slobbering all over you when you go back home."

"Actually, I am. I'm going to miss everything about being here," she said with a sad smile. It had been an amazing week, one in which she'd begun to feel so much a part of Vaughn's life. It was going to make it that much harder to be cut off from him for the next three months.

"Hey, Mom," Vaughn said as he entered the foyer and set Sydney's bags down.

"Hi sweetheart." She kissed him on the cheek and Sydney couldn't help but notice the way that her whole face lit up from the sight of him. She suddenly realized that one of the things she would miss the most was being a witness to the closeness between Vaughn and Elise. Never having been close to either of her parents, she loved the fact that Vaughn had such a good relationship with his mother.

Elise took Sydney's hand as they walked into the living room and both sat on the couch. Vaughn sat on the armrest next to Sydney and smiled sympathetically when he saw the hint of sadness in his mother's eyes.

"So," Elise said to Vaughn, "I know you must be devastated to see this gorgeous girl go home."

"Yeah, I am, but at least I know she'll be there waiting for me when I get back." Sydney smiled up at him as he squeezed her shoulder. "You look a little saddened by the prospect too, Mom."

"I am," she admitted. "It's been so wonderful meeting you, Sydney, and seeing how happy Michael is. I wish you didn't have to go so I could see him smile like that all the time."

"Trust me, no one wishes I could stay more than I do. This week has been incredible. It's going to be hard to wake up tomorrow and realize it's in the rearview mirror."

"Well, I hope you have lots of nice memories to take back with you."

"I do, definitely."

Vaughn looked at Sydney and his mother and could sense that they wanted a few minutes alone with each other. "Hey, I'm going to go call for your cab. I'll be back in a few minutes."

"Thanks." Sydney smiled at him gratefully before turning her attention back to Elise. "Elise, I just wanted to thank you for how wonderful you've been to me since I got here. I can't even tell you how nervous I was about meeting you, but you've just been nicer to me than I could have ever imagined. Michael isn't the only one I'm going to miss when I leave."

"Oh, Sydney. You don't have to thank me for anything. I should be thanking you for restoring my faith in Michael's judgment," she laughed. "Seriously, I couldn't have enjoyed getting to know you any more than I did, and I hope that we'll get to spend lots more time together in the future."

"Me too. Elise, I feel kind of funny asking you this, because you're his mother and I know that you would anyway," Sydney said hesitantly, "but can you just take care of him for me? I hate the thought that it's going to be so long before I see him again, but I'll feel better knowing that he's not alone here."

"Of course I will," Elise said sweetly. "I'll keep a close eye on him."

"Thanks, I appreciate that," Sydney smiled.

"What are the two of you smiling about?" Vaughn asked as he walked back in the room.

"Oh, nothing, dear. I was just promising Sydney that I would keep you in one piece until you get back to L.A.," she said as she looked at her watch and rose from the couch. "Well, I'm sure your cab will be here soon, and I know the two of you need some time alone before you leave, so I'm going to go." She wrapped Sydney in a tight hug. "You take care of yourself until the next time I see you, okay?"

"I will, Elise. Thank you so much for everything this week."

"You're more than welcome. Have a safe trip back."

Sydney nodded and tried to fight the lump growing in her throat. She hadn't realized how hard it would be to say good bye to Elise. She and Vaughn walked her to the door and waved as she got in her car and drove away. She quickly turned and headed back inside as Vaughn followed behind her, watching her closely.

"Syd, are you crying?"

She laughed softly and brushed a few stray tears from her eyes. "No, I'm not crying, but so what if I was? I'm allowed to be emotional about saying good bye to your mom, aren't I?"

"Yeah, of course you are," he smiled understandingly. "Just don't cry when you say good bye to me, okay? Because, honestly, I won't be able to take it if you do."

"I can't promise you that I won't," she smiled. "You know that it doesn't take much to make me cry."

"Fine. But you can't cry if you're busy doing other things," he grinned as he pulled her into his arms and started to kiss her. Unlike their passionate, lust-filled kisses earlier that morning, this time they exchanged soft, gentle kisses filled with longing and hope for when they could be together again.

He took her hands in his and held them to his chest as they broke apart. "Just think, in 94 days, we're going to be alone together in the middle of nowhere."

"94 days," she groaned. "That sounds like such a long time."

"It'll pass before you know it," he said trying to sound convincing though the sadness in his eyes betrayed his true emotions. "I'm going to miss you so much, Syd."

"Me too," she whispered as she leaned in to kiss him again. This time, the kiss was interrupted by a honking horn and they both sighed with resignation. They would have had more time together if Vaughn could have drive her to the airport, but they'd both agreed that it was smarter for her to take a cab. She followed him outside as he carried her suitcase and placed it in the trunk.

She opened the rear passenger-side door and threw her things on the seat before pulling Vaughn back in for one last kiss. "I love you," she whispered in his ear.

"I love you, too. Have a safe trip back and remember what you promised me last night."

"I will," she said, forcing a smile in spite of her heavy heart. She quickly stroked his face and turned to get in the cab. Just before she got in, Vaughn grabbed her wrist and turned her back to face him.

"Wait a minute," he said softly. She glanced down at his hand on her wrist and back up at his twinkling eyes. "There's something I want to ask you."

She looked back at him in surprise. Surely he wasn't about to ask her what she though he was, was he? Here? And now?

"What?" she asked breathlessly.

He ducked his head down for a moment and looked back at her with a boyish grin. "I just wanted to ask you, are you still mad at me?"

She laughed before she could even stop herself. She had a feeling that this was going to be a running joke between them for the rest of their lives.

"Furious," she said with a dimpled grin. "I'm just waiting until the next time we see each other to take all my anger out on you," she whispered in his ear before getting in the cab.

He smiled down at her and blew her a kiss as the cab slowly pulled away from the curb. He couldn't wait to find out in a few months just how angry she really was.
TBC . . .