Kilmer sat back slightly and watched Sydney fall into a restless sleep.  His heart was breaking and he didn't know what to do with himself.  He had only seen her falling apart at the seams a few times and even then, she was still stronger than most women he knew.  Sure, she was younger than him by quite a few years but that never seemed to bother either of them.  She was more mature than any other woman her age.  He sat there, looking down at her fragile form that was desperately clinging to his hands.  Her hands were wrung up by her neck in a mock fetal position.  Her face was twisted in pain and her breath came heaving in uneven intervals.  He always loved watching her sleep but this was almost too painful.  His mind drifted back to a time that was just as complicated with different results…back when they were both agents at SD-6…

SD-6 HEADQUATERS….TEN YEARS EARLIER…..

            She pressed her lips into a thin rose colored line.  Her feet were absolutely aching and her body was wracked with fatigue.  She knew her make-up was smudged and little bags were beginning to swell beneath her eyes.  Her hair had come partially undone from its slicked back ponytail  and little honey colored fly-away hairs framed her exhausted face.  There was no way that she looked even remotely attractive.  She trudged down the lit hallways and felt her black heels shuffle along beneath her.  She was completely disconnected from the rest of the world and felt the weight from her bag weigh down her shoulder drastically.  There was a little muscle knot forming beneath the black leather strap.  Her sleeveless dress with matching blazer was uncomfortable and hot and the only focus on her mind was getting home and collapsing into her bed.  Today had been a long day and the last thing she wanted to do was see or talk to anyone.   So many things had gone wrong today that she could barely think straight.   She felt like she reeked of sweat, pen ink, and disappointment.  She walked by a few offices, ignoring their inhabitants waving good-bye to her.  They all felt sorry for her and wanted to be as sweet and understanding as humanly possible.  She didn't want anyone's sympathy.  She just wanted to sleep.

            "Hey!  Hey, Sydney! Sydney!" He came barreling out of his office at the end of the hall and jogged to catch up with the fleeing beauty.   He had to talk to her for just a moment. 

             "Wha-a-at?"  She groaned slightly and sighed as pivoted to look at him.  The sudden change in direction sent the weighted bag crashing from her shoulder and ended up at her feet.  She acknowledged this, of course, with a bit of mock cry.

            "I've been looking for you."   His smile was broad and he looked down to try to catch her eyes.  His chiseled face managed to hide the exhaustion his body felt.  The tailored gray suit looked just as put together as it did this morning.  His day had to have been better than hers.  "I heard what happened."  Her mission, her toughest to date, had failed.  She had almost been captured and tortured, escaping by the skin on her teeth.  She was rattled, spending hours upon hours in extensive debriefing, where she was called a possible traitor.  They accused her of being a double agent.  Of course at this time, this idea was absolutely ridiculous. 

            Another sigh fluttered over her lips.  Her exhausted body turned to leave  but the man stopped her with his hand on her shoulder.  "I have exams in a week.  I'm going to the library, then I'm crashing in my room and sleeping until they need me again."

            "No, you're not.  You can't go home in the state that you're in.  If you go home, you'll run the risk of blowing your cover."

            With her last bit of fleeting energy, she managed to snap at him, "I won't.  I think I'm the one to determine if I'm in the right state of mind to go home."  She raised her eyebrows in disbelief and if she had the energy, she would have placed her hands on her hips but she couldn't.  There was no way on this earth that she could have moved. 

            His jovial spirit quickly left his youthful countenance and was replaced with concern, "Syd, I heard what happened the last couple of days.  You can't go home after a day like that!  No sane person can just forget about it and move on and it's especially not in your nature.  I know you; you're gonna fight and beat yourself up on this.  You always do when things like this happen."

             Her brown eyes grew dimmer as she realized his words were true.  Plus, she started to give into the anger and exhaustion that threatened to consume her.  Her face had grown unreadable and Kilmer couldn't figure her out even if he tried.  He stepped closer to her and took the bag from its fallen place at her feet.  He groaned slightly as he threw the bag, filled with reading materials for tomorrow's day, onto his shoulder, "What do you have in here?  Rocks?"  His arm reached around her shoulders and pulled her back towards the place that engulfed her every minute of every hour of everyday.

             His arm around her sent chills through her body and she let her head rest on his taller, broader shoulder.  There was the little voice in her head that started to scream out of joy and let out girlish giggles.  She had known for a while that she was attracted to Kilmer but refused to "fall for" a man that she worked with.  Their jobs were stressful enough without having romance added.  Neither one of them needed it and it would only lead to head and heartaches down to the road.  Sydney quickly silenced her own inner voice and fell deeper into her flaming pit of weariness.

            Kilmer continued to comfort her as she tried to settle with herself, "Why don't we get some coffee and talk?"

            She wanted to protest so badly but there wasn't enough energy in her body to.  She swallowed hard and with it, swallowed her pride.  Without much physical protest, she consented to go into his office.  Her body ached more than ever with exhaustion and the thought of curling up on her bed sounded more and more appealing.  She was herded into his office that was a great deal larger that hers. The bright florescent lights were still burning intensely and shone in her fatigued eyes.  They walked in a few feet and she promptly found a place to plop.   There was an old worn gray couch resting by the door and she fell on it with a loud grunt.  Her legs felt like jell-o and she had the feeling running through her legs like she had just run miles on a treadmill.  The fabric gave way beneath her and for the first time in a while, she felt all of the muscles in her body relax at once.  Her head flopped back against the upholstered armrest, one leg ended up stretched out, the other stood against the floor and arms flopped haphazardly around her.

            Kilmer watched her fall for a moment and then turned to his young secretary, "Jacqueline, could you run to the cafeteria and get two coffees?"   It was one of the perks of being a higher ranking agents at SD-6.  He had his own office, complete with secretary. 

            The red-head was absorbed in her work but managed to acknowledge her boss, "Sure.  Let me just finish this up and I'll-"

            "Now, Jacqueline." 

            Jacqueline looked away from her computer monitor for a moment and peered into the large glass window into his office.  It was there that she Sydney and instantly understood.  "I'll be back in a moment."

            "Good." Kilmer turned on his heels, shutting the door tightly behind him.  The bustling noise of the headquarters was instantly stopped.     

            "I'm fine, Kilmer." Sydney muttered, with her eyes shut.

            "If you're so fine, then why are you half asleep on my couch?" Kilmer spoke as he waltzed over to his desk and sat on the edge.  He set her bag down near his feet and heard it land with a resounding THUD! 

            "You forced me to."

            He took this lightly, "Oh I did?  Last time I checked an agent-"

            "I'm tired, Kilmer!"

            "When was the last time you were home?"

            Her eyes examined his toned features for a moment while she thought hard about this, "What day is today?  Wednesday?"

            "Yeah."

            She looked at the wall in front of her and contemplated it for a moment, fully aware that the figure to her left was starring relentlessly at her.  "Let's see…I got home from Havana on Monday night, when through a series of debriefs and then the whole incident today…..so, Sunday?  Yeah, I left for Havana on Sunday."

            He let out a little laugh, knowing that his point had been proved, "Even Wonder Woman gets to sleep-"

            "Yeah well, Wonder Woman is also running around with a gold whip and a killer heels.  She needs her sleep if she's gonna wear an outfit like that!" Sydney threw her hands up to further to prove her point.  "Is there something you need me for?" She took her focus off of the wall and onto her co-worker.

            "I need you to get some sleep."

            "I'm fine, Kilmer." She repeated, without really hearing him.  "I really just need to go home and sleep.  It's been a long few days and I just…need….sleep!"  Her eyes were glued shut and there was no way that she could open them, even if she tried.

            He smiled slightly at her sheer exhaustion and bluntness.  "I know you do, Syd.  Do you want to talk about what happened today?"

             "Can't this wait until tomorrow?  I'm still going to have the same  problems tomorrow.  They'll just be a day older but they'll still be there.  Don't worry."

            Kilmer pursed his lips together tightly and contemplated this for a moment, "Fine.  So, do you want me to drive you home?  You're to fall asleep at the wheel if you drive or do you just want to crash here for now?"

            She groaned slightly again and sank further into the couch, "Just let me sit here for a minute and then I'll hail a cab or something.  It's stupid for you to go all the way down to my dorm and then come back here.  You have to your brief for Wilson tomorrow morning and you better make it good."  Her eyes were still shut and she was rather dead to the word.  Her body may have been falling apart at the seams but her mind was still working well.

            They sat in silence for a moment.  She was desperately trying to force her eyes open, get up, and go home.  None of that was happening.  She felt her heartbeat in her head and each breath come out of her lungs.  The more she sat there, the more exhausted she felt.  She felt her consciousness slipping away from her faster and faster.  Her head flopped to one side as she fought one last time to keep her body awake.  She fought sleep so much but this couch felt so wonderful.  The worn black leather was more luxurious than the finest Oriental silk.

            Kilmer watched her inhale and exhale for a few more minutes.  He had the most piercing eyes that she had ever seen before and sometimes, she felt like he could easily see inside her soul.  It was almost a good thing that her eyes and her soul were oblivious to his advances.  This was the first time that he realized how much he was falling for her.  He started to realize how much he loved her.  His heart was in his throat while she was in Havana and waited anxiously for her safe return.  He slept with his cell phone near his bed, going as far as to placing it on his chest, waiting for her phone call.  He was her newly assigned mentor.  It was like being a handler but not as intense.  They both had superior's to answer to and he was in charge of giving her the mission specs…okay, so it was exactly like being a handler….  There were rules about interoffice dating but he couldn't stop falling for her.  He wished they had met in some crowded bar, with the music too loud and the drinks too sweet and sour.  But no…they had to meet over a briefing table in the middle of the SD-6.

            Without really thinking about what he was doing, he reached behind him and turned the little desk lamp on and then crossed to the light-switch near the door and turned the lights off.  The tiny glow from the desk lamp highlighted her angelic features.  The only sounds in the office were his footsteps against the cool tile and her breathing falling into a slow rhythmic pattern.  He went to the other side of the couch and retrieved a small blue/gray blanket, tattered from use.  He knelt before her like a pilgrim in front of shrine.  She sunk deeper in the couch and curled her body up beneath her, finally ending up on her side, facing him.  Her lips were parted slightly, allowing the slow breath to escape.  He reached for the blanket and covered her with it gingerly.  Her body shifted again to get more comfortable.  His smooth hand reached out and with the most concentration, hovered over her face, obviously debating whether or not to touch her smooth skin.

            Without any warning, the door flew open, "I got your coff-" Jacqueline stood there with two black coffees in her hands and starred unbelievingly at the sight before her eyes.  Kilmer's hand was floating above his co-worker's cheek.  "Oh!" She replied at the sight of the sleeping form.

            Kilmer felt the heat rise in his cheeks as he jumped hurriedly to his feet, "It's not what it looks like!" He managed to shriek in a hurried, hushed tone.  He didn't even know what she thought was going on.

            She shrugged her shoulders. "I'm not judging!  I didn't say anything!" She threw her hands up in absolute defense.

            "She had a tough day!  I just let her rest on my couch-that's all!" His guilty conscious spewed the information, "That's all!"

            "Okay!  Okay"  "I'll leave them out here for you?" She backed away slowly, feeling the blush rise in her cheeks.

            Feeling absolutely mortified, he replied, "Yeah, okay." He watched the door shut firmly behind and then dropped his head to his chest in embarrassment.  He was lousy at ad-libbing when he wasn't on his game.  It was one of his major flaws that could cost him his life.  But then again, this made him seem human. 

            So not to disturb Sydney, he got to his feet and walked slowly back to his desk.  Finding his comfortable, black chair there, he reclined deep into it.  He threw his feet up on the corner of his desk and crossed his arms in front of his chest.  His steel gray blue eyes watched the other sleeping form for a few more moments.  She looked so calm and so peaceful curled up on his couch.  Damage control would be left for tomorrow.  His eyes fluttered in the angelic light and a yawn stretched out his mouth.  For now, he thought it best to let her sleep.  His eyes flickered once more and finally shut.  The day was over for both of them.

END FLASHBACK

            He waited for the exhaustion to take over and for him to drift to sleep, touching Sydney' face gently as he propped his head up by his hand and let his head drop forward.  But like a light, something switched on in his mind.

Madison.

            He jumped almost instantly to his feet and bounded towards the door, grabbing his spare gun that was kept beneath the coffee table.  His heart started to pound wildly.  Why hadn't she returned from checking the perimeter of the building?  Hell, why did she go out to check the perimeter of the building to begin with?  She was being stupid and foolhardy.  He was rounding the corner to bolt out the door when it flew open.  Instinctively, he raised his gun.

            Madison pushed the door open, her face flushed and pink with the cold and stress, "Jesus, Robbie!  Drop your gun!" She shrieked as she saw her fiancé with a gun raised at her.

            He immediately obeyed and stepped closer to her, his brow wrinkling in concern, "Why did you run after Lauren and Jonathan?  You had me scared to death!" He lunged forward and embraced her tightly.  "Don't-"

            "Don't tell me what I can't do, Robbie." She snapped, standing in his arms without wrapping her own around his.

            "Madison?" He questioned as he stepped back to exam her eyes.

            She spoke up into his eyes.  Her tone was forceful and full of hate.  She was beyond upset at this pint.  "Why didn't you follow me?  Why weren't you there covering me?  I could be dead on the side of the road and you wouldn't even know!  Why?  Because you were up here, tending to Sydney!  I know that she was ailing but-but G-d, Robbie!  This is basic training 101!  I cannot believe that you would do this to me!  Is it because you still have feelings for her?" She took a breath as she came to the realizations.  "Oh my G-d." She whispered under her breath.  "Oh my G-d."  With some inner strength, she pushed out the words with such force that she was secretly grateful that the walls were soundproofed from the outside, "I know you loved her once and now seeing her again, you would put my life in danger?  I'm your fiancée!  I'm the mother of your daughter!  I'm your partner!" Her emotions were bubbling over in her chest and she choked out the words with such force. 

            He hesitated for a moment and stepped back.  He rubbed his hand over his face and tried to get his emotions straight.  "Maddie-"

            "Agent Perkins." She corrected stiffly.  The emotions were pulsating through her veins and he was very lucky that she hadn't take a swing at him yet.  She was ready to drop kick him from Odessa to L.A. and back.  She pulled away from him and pushed into the bedroom to check on her daughter.  In the back of her mind, she knew that was going to do something she was going to regret soon.  "As soon as this mission is over, I'll put in for a transfer."  She bristled past him and into the neighboring bedroom.  She stopped at the doorway and turned back, "Oh.  I didn't find them.  So we have an international assassin and his accomplice on the run.  You tell Langley, you self-absorbed, self-serving, narcissistic  SOB."  And with that, she slammed the door loudly.