A/N– Okay, so it's been forever since I posted, well, anything. But Love Actually was on cable tonight, and that added to tomorrow being Valentine's Day equals an update. No Beta reading was done, so all mistakes are mine. You don't have to read the preceding chapters first, but this will make a lot more sense if you do. Usual disclaimers apply. Enjoy, and Happy V-Day to all!

Just a reminder, this is set right after "Chuck vs the Break Up", so the Sarah backstory here is very AU. Gary Cole hadn't yet dropped by when I wrote chapter 2, you see, and here in chapter 3 I just kept going with what I'd written...

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Chapter 3 - Rising and Falling

Sarah's head was laying on Chuck's chest, rising and falling with his every breath. He was sleeping soundly, a little smile on his face that was due both to a belly full of warm donuts and, she hoped, the company. He'd been out for an hour and a half, and he didn't show any signs of waking soon.

Sarah, on the other hand, wasn't resting quite so well. She was every bit as exhausted as Chuck, both of them having been up all night, but every time she drifted off her subconscious went into overdrive. It had been happening a lot lately. Agents often had funky dreams; they repressed a lot in order to do their jobs, and the Company shrinks said that all the bottled up stuff had to come out somehow. Her recent dreams were different, though. They weren't of being captured, or of the faces of the people she'd killed, or any of those cliches.

They weren't about the job. They were personal. And that was a hell of a lot scarier.

A sleep deprived mind does funny things. She slid in and out of consciousness, carrying thoughts and scenes back and forth between dreams and wakefulness, turning them over in her mind.

* * * * * * * * * *

It was like her parents had each gotten their own. Oh, sure, Dad loved Robbie, just the same as Mom loved her. There was no doubt about that. And the really funny thing was that she looked incredibly like her mom Lucy, but to see any of her dad in her, well, one had to use a little imagination. But that was just the wrapper. On the inside, she was Jake's girl top to bottom. They'd been like peas and carrots since the day she was born.

The lake was at a full boil that morning, the water having been whipped into a frenzy by last night's storm. Their little boat had gamely chugged its way through the water, rising and falling with the waves as they went from spot to spot, searching for that one magic place where every fish in the lake was lining up to snack on a juicy worm. They hadn't caught anything yet, but that hadn't stopped them from having a great time, and thanks to the fisherman's perpetual optimism they were both certain that the next spot they tried would be the one.

"You about ready for some grub, Punkin?" She nodded vigorously that she was indeed. They ate the same lunch every time they went out on the lake – thick sliced bologna on Wonder bread (yellow mustard on both slices, of course), a big bag of crunchy Cheetos, Capri Sun fruit punch for her, and a mostly cold Bud for Dad, all packed by Mom in the battered blue cooler that Dad had owned since the beginning of time. It held just enough for the two of them, which was perfect because no one else ever came. Mom's sole contribution was the lunch, and Robbie was of the opinion that picking his own navel lint was more exciting than fishing. Dad always invited both of them, but he knew full well what answer he'd get. And really, if he'd thought that the answer might be something different, he probably wouldn't have asked the question. Fishin' time was for him and his Punkin only.

Once they finished their lunch, Dad fired up the motor and they resumed the search, hopping once again around the lake. This day, like most of their fishing days, would produce very little in the way of fish, but neither one of them cared because they would still manage as always to have a whale of a time. It was more about the company than the fishing, Dad would say. They had spent so many Saturdays like this when she was little, and each time she'd come home swearing that it had been the best day of her life.

* * * * * * * * * *

It rained that entire day, and all she could think was that Dad would have been out on the lake. She could hear his voice. "Great fishing when it rains, Punkin. Like a holiday for fish." She could never tell that he caught any more when it rained, but it was another excuse to get out on the lake, and other than fussing at him about catching a cold Mom never begrudged him.

If she closed her eyes tightly enough, she thought that maybe she could pretend that he was out on the lake right now, and not inside of that box.

The whole town had turned out for Jake's funeral, or near enough to it so as not to matter. Half of Belleville worked at the plant, and between that and their church and the ball teams he coached and the million other things he did, there wasn't anyone around who wouldn't miss her dad at least a little bit. They all paid their condolences to the family, most of them telling some little story of how Jake had touched their lives. Sarah thought that she might have been able to find solace in their honest affection but for the fact that she was hearing their stories about thirty or forty years too soon.

There were more nice words and flowers and singing, but none of it helped. It all seemed so...useless, and she just let it flow over her and be washed away by the rain. The ground seemed to rise and fall beneath her feet as she walked away from his grave. She knew that the biggest part of her heart was still out on the lake with Dad, and she felt like it might never come back.

* * * * * * * * * *

Home was a lonely place for her after Dad died. Mom and Robbie had had each other as always, but she felt adrift, and it was frustrating for all of them. She could see Mom and especially Robbie trying extra hard to cheer her up, to make her feel loved and included. But despite the best of intentions, their efforts always seemed cloying and somehow artificial, like too much saccharine in a glass of iced tea. It wasn't their fault; they just didn't know how to reach her. Dad had always been the one to do that.

She threw herself into her activities to try to find some comfort, pushing herself further and working harder than ever. The accolades came one after another during her final year of high school – All-State in softball and basketball, Valedictorian, college scholarships too numerous to count – but she didn't find happiness in any of them. When she graduated, she accepted a full ride at the furthest school from home to offer one, and she didn't look back as she drove away that August. If she had, she would have seen Mom and Robbie standing in the driveway, hugging each other and crying.

She drove on, the miles falling away behind her, leaving what remained of her family behind.

* * * * * * * * * *

College was no better.

It could have been, though. It was a small school, small enough that everyone knew when someone like her showed up. She was beautiful and smart, with academic and athletic scholarships under her belt. Every sorority on campus rushed her hard, and every fraternity guy did the same, if for slightly different reasons. She was the "It" girl, the Flavor of the Month, and all she had to do was pick what she wanted.

The problem was that she didn't want any of it.

It still hadn't been that long since Dad had died, and she just wasn't ready to let go of the anger and hurt. She was withdrawn and quiet, sitting in the backs of rooms and keeping to herself, relying on her natural intelligence for getting good marks without much effort. She dated a fair amount of guys, but never more than once or twice, and she didn't make many girl friends because they mistook her aloofness for arrogance. Even basketball, which she used to love, had lost its joy, and after fighting her way through a lackluster freshman season she told the coach that she wouldn't be playing the following year. He didn't try very hard to change her mind.

Then Graham came into the picture. He'd been tipped off by one of her teachers, who just happened to be this school's version of Fleming at Stanford, a "talent spotter" for the Agency. Being a small school a freshman of her qualities would have been looked at as a matter of routine, but the teacher saw a potential diamond. She had all the tools; she just needed focus. And if there was one thing that Graham was good at providing, it was focus.

She was recruited, and it wasn't a hard sell. She was still looking for anything other than what she had, and this was something she could dedicate herself to, or more precisely, lose herself in. She could pack up her former life in a big box and bury it. She attacked her training with a relish that she hadn't felt since Daddy died, and it felt wonderful to be doing something again. And my oh my, was her teacher right. She was a diamond.

And so, even though she hadn't yet taken the name, Sarah Walker was born.

* * * * * * * * * *

Sarah might have gone with Bryce if it hadn't been for that kiss on the docks.

It would have been easier. Probably smarter, too. She and Bryce worked very well together, and they did other things very well together, too. Hunting down Fulcrum with Bryce would have been exciting and dangerous, and she wouldn't be stuck behind a counter serving yogurt to teenage boys who couldn't keep their eyes above her neck. Going with Bryce would have been the smart play, and she'd even gone so far as to pack her bags.

But that kiss...damn.

The world had been about to end, and Chuck wouldn't leave her. They fought, and she'd been so angry and frustrated and scared that she'd even stupidly pulled her gun on him. But he still wouldn't leave her. And as the last seconds of her life had ticked away, there was suddenly nothing in the world but him, and she kissed him.

No one to blame but herself. She kissed him. It was passionate and frantic and desperate, but it had also been more. It had been...well, she didn't exactly know. But it had been something, something different and wonderful. Something that hadn't ever been there with Bryce, or with anyone else, for that matter. And she supposed she was still here because she very much wanted to find out just what that something was.

* * * * * * * * * *

"It's just not worth it."

Colt's words hammered in Sarah's ears as she watched his huge hands release their grip on Chuck's ankles. Chuck seemed to hang suspended in midair for the tiniest fraction of a second, and Sarah waited for him to right himself and walk back onto the roof, defying gravity like Bugs Bunny did in the old cartoons that he loved so much. But he didn't.

He fell.

Oh, God, no.

He had asked her out the day before. For real. An actual date, no agent and asset nonsense. He'd walked in to the Orange Orange, strode right up to the counter, and for a second he'd almost lost his nerve.

Almost. But he hadn't. He'd asked her out, and despite knowing that, new intersect or not, it was still a bad idea, her voice had become suddenly shy as she'd said yes. That night, leaning across the table for a kiss that she desperately wanted, the spy world intruded again as they'd been surrounded by Colt's operatives. Casey got them out of that mess, but less than twenty four hours later found them on this roof (they had terrible luck with roofs – Sarah had made a mental note to keep Chuck on the ground in the future) with Chuck dangling upside down over the street. And then Colt had decided that he'd had enough aggravation from "Agent Carmichael", and gave him up to gravity.

Sarah had screamed as Chuck disappeared from her sight, but she wouldn't remember that later.

She would only remember the feel of her blood rising, clouding both her vision and her reason, leaving her with only one crystal clear thought.

I will kill this mountain of a man if it's the last thing I ever do.

* * * * * * * * * *

Sarah jerked back to full consciousness with her heart racing. She looked up to see if Chuck had noticed, but his soft snores gave her the answer she wanted; he was still out cold. She kept her eyes focused on him as she tried to grab hold of the threads of her semiconscious musings, fixing them in her mind before they melted away in the soft sunlight of mid-morning.

This is all about him, she thinks. He's like Dad. He makes her feel safe and loved, and that lowers the guard that she's so carefully built up over her years in the CIA. It's like he's opened a floodgate that she closed off long ago, and things long held in are spilling out. She hardly ever thought about her family before she met him; not out of coldness, but out of self-protection. But there's something about him that makes her face these things now, and she feels like she's finally trying to put together the pieces of a complicated puzzle that have been scattered in her mind. The picture is maddeningly slow in revealing itself, but she thinks that she might very much like the completed image if she has the patience – and the courage - to work it through.

* * * * * * * * * *

Minutes pass, and Sarah is still lost in thought as she watches Chuck sleep. He turns his head slightly, and Sarah's eye is caught by something shiny on his right cheek. She stares at it in puzzlement for a moment, but she has to hold back a laugh once she realizes what it is.

Icing.

Sarah felt like the universe was conspiring against her. I have a hard enough time behaving myself around Chuck as it is, but there's no way on earth I can resist him when he's frosted. She rises up as quietly as she is able and tenderly kisses the spot, but the icing has dried, and she needs a little more moisture. Her eyes flutter as she runs her tongue lightly across his cheek, and for just a moment she considers moving two inches to her right to see if there happens to be any icing on his lips. She pulls away only with great effort, and she settles for laying her head back down on his chest and snuggling into him even tighter. She clears her mind by focusing once again on the steady rise and fall of her head on his chest as he breathes, and within minutes she is finally asleep.

* * * * * * * * * *

He had felt her warm breath on his cheek, and when her tongue followed, it had taken reserves of self control that Chuck didn't know he possessed not to pull her into a deep kiss. He knew that she had thought he was asleep, and therefore she'd thought she was safe. He was certain that if he'd forced the issue she would have withdrawn from him again, and he didn't want that. Better to give up the small short term gain in order to win the ultimate prize. He had to let her come to him. It wouldn't be easy, but she was worth the wait.

He still had a lot to learn about Sarah Walker, but that much he knew for sure.