As a Sarah fan, I've always felt that Chuck's red test was her Waterloo. I didn't like the writers' resolution of that situation much better. This story is my attempt to exorcise the inner demons this brings up with an AU story that amplifies the bad to catastrophic. No apologies, the writers had it coming. Sometimes the only way out is through. Minor adjustments have been made to correct flaws pointed out by early reviews and to be more consistent with later chapters.

Chapter 1

The mole dodged between the railroad cars and ran down the tracks. He tripped and fell and as Chuck caught up to the prone traitor and brought his gun to bear all his fears came back. He couldn't kill this man. But could he and Sarah ever be together if he failed this test? The words of the woman he loved echoed in his memory, "Probably not." He pushed everything else out of his mind and whispered, "For Sarah." The assassination program flashed and he emptied the entire clip of his pistol into the mole's torso. Chuck gazed at the awful mess that was once a CIA agent in shock. He was on autopilot as he called the cleaners who were standing by to take care of the body. Unseen by him, Sarah too looked with horror at what she thought should have been impossible. She answered Shaw's question with just three words, "Chuck's a spy" then turned and left. As the cleaners gathered up the remains, the shattered pieces of a flash drive went unnoticed and were incinerated along with the blood and viscera that didn't make it into the body bag.

Chuck's life over the next 24 hours was a whirlwind. He was given an assignment in Rome and his choice of agents for his team. He realized there was only one agent who mattered to him, the one for whom he had taken that fateful step that made him a spy. He flew back to Burbank to ask her to join his team. "I've been given my new assignment, Sarah, in Rome. Beckman told me I could pick my own team. We're finally both spies and it feels wonderful. Come to Rome with me!"

"I have absolutely no interest in joining your team, Chuck," Sarah answered coldly. "I've already got my next assignment, in DC, with Shaw."

"But Sarah, the reason I worked so hard to become a spy was so we could be together," Chuck cried in dismay.

"Look, Chuck," Sarah said patiently. "The guy I fell in love with wasn't a spy. He was sweet and vulnerable. I understand you wanted us to be spies together but I really don't want to be around the spy you've become. I saw the mess you made of Perry and I just can't let down my guard enough to be intimate with the man who did that."

"Oh God," Chuck buried his face in his hands.

"I'm really sorry," she continued compassionately. "I know this feels like a betrayal but in the end, the spy that you've become will save American lives. For you and I there will be heartbreak but if there is any part of you that ever cared for me, don't let the pain we're both feeling be for nothing. Go out and be the best spy you can be." She turned away and left the room wiping tears from her eyes.

Chuck was absolutely gutted. He stumbled back to his sister's apartment, locked himself in his room and sobbed until the muscles in his chest burned with every breath. The pain he was feeling would never go away but in the end it came down to a simple question: Did he become a spy to help people or to have a relationship with Sarah? There was no question in his mind that helping people was more important than his personal feelings. The first two people he could help were John Casey and Morgan Grimes. He dried his tears and threw himself into the task of creating the best team he could around the three of them.

Over the next four months, Chuck became completely unlike any version of himself Morgan had ever seen. He was a machine, constantly driven, almost completely devoid of emotion. He never had the slightest trouble flashing on command. No longer married to his tranq pistol, he sometimes killed so ruthlessly that even Casey got uncomfortable working with him. For particularly wet jobs Chuck started leaving Casey at base and taking only young type A field agents for backup. Not that he needed them much. Whatever the original designers of the Intersect 2.0 had in mind, Chuck was an order of magnitude more effective. He was brilliant, inventive, and ruthless, an absolutely terrifying combination to his targets. Unfortunately, in month five the intersect started bleeding into Chuck's dreams and soon after that flashes started giving Chuck debilitating headaches instead of superior skills. Chuck pushed through the headaches with single minded intensity and found that he could force the intersect to reset so he could be functional again. This process was taking a terrible toll on him though. Mistakes were made, agents died, and General Beckman reluctantly pulled him from field duty after six months of service.

Chuck returned to California with Morgan and Casey was reassigned. They were able to get in touch with Chuck's father who was angry that Chuck had joined the CIA but had some ideas on how to fix the intersect. In just a couple weeks Chuck had a technical solution that made the headaches go away. Unfortunately, his return to the place where he had lived a normal life and the need to integrate the things he had done as a spy in Rome into the the context of his old life triggered a full mental breakdown. Beckman flew him back to Rome but Morgan stayed behind, he had seen enough of the spy life to appreciate boring old Burbank. Over six weeks of mandatory intensive therapy, Chuck rethought his life from top to bottom. He threw himself into fleshing out a cover identity he could live in with just as much focus as he had on regular missions before his breakdown. With no one from his past in his life, he had a complete blank slate to work with. Chuck decided the his cover identity, billionaire playboy Charles Galois was passionately interested in culture and the arts. After the therapist cleared Chuck for field duty again, his style of execution was much less ruthless and more devoted to finesse. General Beckman didn't appreciate the new Chuck as she suspected he deliberately failed when executing missions he didn't agree with. He dated some truly beautiful women and the tabloids started taking an interest in him so he stopped. When he wasn't on assignment he was building a local community of artists. Beckman realized there was a pattern emerging that young female agents on Chuck's team were distracted to the point of ineffectiveness so she stopped assigning them.

Chuck's hobby as a billionaire arts patron flourished and he was able to set up a private venture promoting art shows and concerts as well as an online media presence. A year after his breakdown Chuck was able to purchase the villa the CIA had been renting for him. At this point in his career, his ability to cajole critical information out of highly placed sources was MUCH more valuable than his value as a field agent at the tip of the spear. His regular spy missions became infrequent and his main job became using soft power to exert influence and cultivate informants.

"Why Singore Galois, are you trying to seduce me?" Giovanna Andiamo asked coyly. "I've heard about what goes on in your villa by the sea."

"I have a firm policy never to discuss what happens in my villa," Chuck replied with a glint in his eye. "I find your presence delightful and wish to savor as much of it as you are willing to share with me."

"Very well, I will accept your offer if only to see if the stories are true," Giovanna smiled saucily. "But do not mistake me for an easy conquest. It will take all your charm, guile, and strength to breach my castle walls."

"To stand before such a lovely castle even in defeat would be truly an honor," Chuck replied graciously.

He handed her a simple mobile phone, the body decorated in his colors bearing the words 'Galois Sanctuary' in his signature 'Galois Timeless' font. "Use this to call when your luggage is ready and one of my drivers will take you to my sanctuary."

"Thank you Singore," Giovanna replied. "If I do not change my mind you may see me at dinner."

Several of the young women in the piazza glared daggers at Giovanna's suggestion that she might be willing to cast aside the opportunity. Although the square was packed with street performers of both genders it was well known that Charles Galois only extended offers to stay in his personal sanctuary to beautiful and accomplished women. He was much more generous in extending offers to stay in his artists' hostel. After holding court in the piazza for his customary hours, Chuck signaled his driver and rode up to his villa for dinner.

As Charles Galois entered the dining room he warmly greeted aerialists Bella and Emilia, Sofia the violinist and Luna the poet with kisses both gallant and salacious. The dress code for meals in the sanctuary was 'daring casual' with the aerialists in leotards, Sofia in a short sun dress, and Luna wearing only French cut bikini bottoms. As Giovanna made her grand and fashionably late entrance in a black cocktail dress and fascinator she stopped short, suddenly unsure of herself. Chuck smoothly greeted her with a warm embrace saying, "Welcome, my rare bird of fabulous plumage!" Then he turned to the rest of the table saying, "May I present Giovanna Andiamo, visual artist extraordinaire!" The rest of the assembled women clapped appreciatively.

Chuck seated Giovanna at his right hand and gave her the grand tour of the table's culinary landscape, questioning her closely but gracefully for her impressions. After dinner, they adjourned to the salon where the women discussed their current projects including the day's triumphs and vexations. The discussion was lively with a fantastic diversity of ideas. Bella, Emilia, and Sofia had a piece they wished to present the following afternoon. As the salon ended Chuck turned to Giovanna saying, "It is traditional for me to make new arrivals the priority for my services as masseur. Would you be interested in a massage this evening?"

"Ah, here is the first sally upon my castle walls," thought Giovanna. After a theatrical moment of consideration she declined with a smile.

Bella immediately said, "I know Emilia would greatly appreciate your ministrations, Charles." Emilia nodded eagerly,

"Would 9:30 this evening align with your schedule, Emilia?" Chuck asked casually.

"I will be ready and awaiting your fingers, Charles," Emilia giggled.

Giovanna was a bit put out to be so soon forgotten but Chuck kissed her hand and led her on a tour of the sanctuary, paying special attention to the graphic art studio. "If you require additional media of any kind, simply ring my majordomo and we will get it for you," he said sincerely. "If you can think of anything at all that can inspire you, you can speak to myself or my staff and we will do our best." He bowed and departed.

Giovanna took the opportunity to linger in the different rooms on her own. In addition to the graphic art studio, there was a conservatory, a large dance studio, a gymnasium, an arboretum, an observatory, a library, a swimming pool with wet bar, a gourmet kitchen (separate from the villa's main kitchen), a perfume laboratory, and a massage room with whirlpool and sauna. The last two rooms bore signs that they were particularly well used by Charles Galois himself. As she passed the massage room she saw Galois stripped down to a pair of trunks, his arms glistening with oil, hard at work on a naked Emilia. Her eyes were closed and she made occasional noises of contentment when Charles hit a particularly sweet spot. Giovanna was fascinated but didn't want to be mistaken for a voyeur so she moved on to her sleeping quarters. The decor was simple yet tasteful and the bedding was truly luxurious. "A girl could get used to this!" she thought appreciatively. She opened her window wide and lay back on the bed smelling the sea air and listening to the birds.

After unpacking, she pulled our her sketchpad and rang for some herbal tea. She roughed out a few ideas as she sipped. When she eventually decided it was time for sleep she was a bit disappointed that her host hadn't stopped by. At breakfast the next morning he was also absent. She asked Luna, "How much time does our host actually spend in his sanctuary?"

"Not as much as I would wish, Signorina," Luna sighed. "There is much to inspire in the sanctuary but nothing motivates me to create as much as Charles himself."

"From the stories I've heard, I assumed the massage room was a nonstop orgy with women occasionally taking breaks to create art," Giovanna laughed.

"Charles's massages are indeed divine and he is easily the most exquisite lover I've ever had," Luna acknowledged. "But the priority in sanctuary truly is inspiration."

"Is it true there are no men allowed here except Charles?" Giovanna asked curiously. "Every staff member I've seen so far has been middle aged and female."

Luna nodded, saying, "Si, but in my experience that's more about removing the distraction of sexual politics than building a personal harem for Charles. Not that he would have much difficulty in assembling one," Luna laughed musically. "I've chatted with some of the staff and the most difficult qualification to work here is the ability to resist the gravitational influence Charles exerts on all heterosexual women."

"I wonder how many of them are lesbians?" Giovanna giggled.

"Difficult to say," Luna replied in the same light tone. "The SECOND most difficult qualification is the ability to resist the gravitational influence the artists in residence have on lesbians."

"Have you ever heard of lesbian sexual politics becoming an issue here?" Giovanna was genuinely curious.

"I've heard of a few instances of Charles having to ask artists to leave when they've become infatuated with other guests," Luna acknowledged. "When it doesn't interfere with the creative process, passion between women is tolerated. When it aids creativity it's actually encouraged. Bella and Emilia make love energetically and often and Charles has assembled an astounding collection of appliances for them."

"I happened to pass the massage room as Charles was working on Emilia last night," Giovanna admitted. "From the glimpse I got of his work I confess I expected the massage would eventually become sexual."

"To my knowledge Emilia has never considered a male sexual partner," Luna laughed easily. "I suppose she is comfortable with Charles because she has studied the way he makes love to Bella. Her study inspired a very touching piece Emilia and Bella debuted two weeks ago."

After breakfast Giovanna spent the morning assembling the tools and canvas for an oil painting. Charles didn't appear for luncheon either. It wasn't until the performance promised in the previous evening's salon that her host made an appearance. He had clearly just come from a workout, probably practicing some form of martial art judging by a fresh bruise on his jaw and another on the heel of his left palm. Taking note of his form fitting all black ensemble she whispered, "Mime is not meant to be a full contact sport, Signore Galois." Chuck bit back a short bark of laughter and Luna's eyes sparkled with mirth. The opening strains of violin music began and the three of them quickly settled and focused on the double lyra as Sofia nimbly danced into the space.

Bella and Emilia soon joined the dance, eventually ascending onto the lyrae. They rocked and flipped on the lyrae and over each other in a complex dance that appeared to be two people coming closer and becoming very tender with each other until the climax when Emilia ascended to a height Bella was gesturing toward. Bella turned her back on Emilia's triumph with a sharp cry, then quickly descended to the floor and laid prostate at Sofia's feet. Emilia, clearly overcome with sorrow executed a spinning flip that left her upside down and lifeless on her perch.

Giovanna and Luna applauded enthusiastically and when Charles applauded with less enthusiasm, she saw he was crying, clearly overcome by the performance. After the performers took their bows and Giovanna and Luna had congratulated them, Charles stepped forward and said in a choked voice, "Magnificent. It pierced my soul." All three performers hugged and kissed Charles fondly, each of them lingering in his arms for a long moment. They stowed their equipment and Bella and Emilia went off to shower. Charles excused himself quietly saying he'd be in his laboratory.

"Is Charles normally so affected by a performance?" Giovanna asked Luna quietly.

"Charles usually loses himself in his appreciation of a work but I've never seen him hit quite so hard," admitted Luna. "The work WAS beautiful..." she nodded to Sofia.

"But I think it affected Charles much more than the rest of us," Sofia finished. "Bella said it was inspired by a story Charles told her about himself but she would say nothing of the specifics."

At dinner that evening Sofia wore panties with a tailored white dinner jacket, Luna wore a simple tunic, and Bella and Emilia wore matching lingerie. Giovanna opted for her most comfortable bikini and Charles appeared in a striking black kimono beautifully embroidered with a tiger. Champagne replaced the table wine and the dessert course was elaborately decorated to honor the performers. After dinner Giovanna rather tentatively asked if she might request a massage later that evening.

"I'm afraid the right of first refusal this evening belongs to the performers," Charles said apologetically.

"Bella and I have plans for this evening," Emilia confessed, her eyes sparkling with anticipation.

"I confess I was looking forward to some time on the table," Sofia admitted. "Would our host be available tomorrow morning?"

"I would be honored to offer my appreciation then, what time would suit you?" Charles asked with reverence.

"Half past ten would be perfect," Sofia replied with a smile.

Charles nodded and turned to Giovanna, "I am at your service after salon this evening."

The evening's salon was more subdued than the night before. Charles' melancholy at the memory of the performance had a definite impact on the mood of the group. Impressions were shared, alternatives were discussed and Luna and Sophia shared a song they were collaborating on. Giovanna owned that she was preparing an oil in blues and grays inspired by the sounds of the sea birds in the evening. They all did bit of free association on blues and grays. The one discordant note that struck Giovanna came from Charles when he quietly said, "The most terrible blue on earth is the disappointment in the eyes of a beautiful woman."

After salon Giovanna went directly to the massage room but Charles was elsewhere. She ran her hands along the smooth, worn wood surface of the table and wondered how many women had lain upon it. She also pondered where the diversity and where the sameness might be in the collective experiences of these women. At last Charles entered the room carrying a wooden box containing several clay pots. He set it on a bench and said, "I've picked out several possible infusions, smell each one and tell me which best suits your mood tonight."

As Giovanna took the measure of each oil, Charles opened a cabinet and pulled out a fresh leather cover for his table. His movements as he secured the cover were practiced and graceful. Giovanna settled on an oil and hopped up on the table. "Bikini on or off?" she asked, her eyes sparkling.

"My preference would be off, but the choice is yours," Charles smiled back at her.

Giovanna stretched her arms, making sure to use every muscle before slowly peeling off her top. Then she lay on her back and did the same with her legs before peeling off her bottom. She turned to lie face down and emptied her mind as Charles' unoiled fingers brushed her skin in a complex, syncopated pattern that did not tickle. She felt his lips brush her back between her shoulder blades, then heard the sound of his hands working oil. He started at her hips and quadriceps, gradually working his way down to her feet. He did spent some time working her soles before doing something with her toes that made them tingle in a way she'd never felt before. Then he was at the bottom of her back, working her spine and radiating from there as he gradually worked his way up. When he got to her arms he did an interesting trick on her forearms that flexed her fingers in order before breaking the symmetry in a way that made her feel like she was playing a jazz piano solo. He spent enough time working on her actual fingers that she expected to be bored but somehow was constantly surprised instead. Then he worked her neck and head in a way that sent her into a waking dream. As she resurfaced to consciousness she was covered from shoulders to toes by a warm towel and Charles was coaxing her onto her back. The towel was large enough to wrap around her and she lightly dozed again as Charles lightly worked her facial muscles. She dreamed of comforting warmth and wondered if what she were feeling was an echo from her time in the womb when she realized she was kissing Charles tenderly. He smoothly broke the kiss and playfully traced along her jawline with his nose before whispering, "Hear the birds cry at the fading of the golden hour."

She could indeed hear the birds and she pictured them in her mind's eye as Charles proceeded down her front side, uncovering only as much as he needed to before folding the towel back across the relaxed flesh. Then she was in his arms and he was walking, eventually making his way to the sound of the waves on the shore. She lay like a child in his arms, feeling so very snug and comfortable in her towel as the cool breeze caressed her face. She dreamed she was a bird effortlessly spiraling around a warm updraft. When she opened her eyes the stars were out and Charles pointed to some constellations near the horizon, giving them names she'd never heard before and telling fantastic stories about them.

"You seem to have breached my castle walls and found your way into the nursery instead of the boudoir, Signore," Giovanna said disapprovingly, one elegant eyebrow raised.

"Some might say that creating new life is pointless unless one is willing to take the time to nurture it in its fragile first stages," Charles answered sagely.

"Do you believe then, that procreation is the only reason to find your way to a woman's bedchamber?" Giovanna asked in mock disbelief.

"Perhaps not literal procreation," Charles acknowledged. "But I do believe that a man who does not leave behind some spark or new discovery that enriches a woman's life has failed as a lover."

Giovanna searched her mind for a cutting riposte but the few she could think of fell flat in her mind. Sexual gymnastics and baroque orgasms were cheap and tawdry compared to the childlike wonder Charles had unlocked in her this evening. "Take me to bed and tuck me in Papa," she said softly.

"Yes, my princess," Charles said, tenderly kissing her forehead. He carried her back into the villa, stopping at a closet to retrieve a soft cotton nightgown. He set her on her feet and set the towel aside, then drew the nightgown over her head. He gathered her once more in his arms and carried her to her bedchamber, tucking her into bed with sure but gentle movements. He kissed her lightly on the lips and whispered, "Dream for us a better future, my radiant queen-to-be."

Giovanna's dreams that night were vivid and infused with colors she had never before considered but somehow felt she could master with practice. She woke bursting with energy and took her coffee to the studio. She mixed her oils and set to work. By the time hunger drove her to luncheon she had captured the icy disapproving eyes in the sky. She had roughed the position of the centurion on one knee, shield held high to ward off the gaze of the goddess. There would be room for the girl child in her tiara, imitating the bird about to take flight beside her.

At luncheon a naked Charles held a boneless Sofia in his lap, clad only in a crown of laurel and a coat of oil. He fed her playfully as she did her best to make his job challenging. Bella and Emilia wore workout clothes and Luna had a long cloak that draped over her back and covered her chair but wore nothing underneath. The assemblage looked with surprise at Giovanna's paint splattered nightgown. "It looks like inspiration has found our Giovanna," Luna said brightly. "I look forward to tonight's salon."

In the weeks that followed Giovanna finished 'Protecting the Nest' as well as a watercolor and a mixed media bas relief. Bella and Emila bid them all a tearful arrivederci as they left for a tour Charles had arranged. A dancer named Zondra and a sculptor named Sarafina joined the sanctuary. Giovanna surprised Charles by giving him an inexpert massage that culminated in her dangerously gyrating atop him while he lay on the table. She slipped and would most certainly have fallen hard if Charles hadn't moved quickly, thrusting up into her and catching her. Her unexpected orgasm was every bit as baroque as she dreamed it might be. By morning she had enjoyed several more, each unique, but her favorite was the one she shared with Charles. Just before she drifted off to sleep she said, "Grazie, Papa."

At the end of her third week Giovanna decided it was time for her own arrivederci. She hugged and kissed Charles, Luna, Zondra, Sarafina, and a singer named Cherie and left with contact information for several galleries Charles thought might be a good fit for her work. Charles presented her with a perfume he had created just for her and she found it delightful. Back in her own apartment life was less magical than it had been in Charles' sanctuary but still wonderful. She eventually settled on a Venetian gallery and her show was a triumph. 'Defending the Nest' soon became a standard for inspirational memes.