A/N: Okay this is where the time frames are going to be slightly AU. Not too much though. This is the time in between Suburbs and Beefcake. In this story, Best friend had already happened oddly enough right. Never quite sure how the original airings were supposed to happen but in this story, Beefcake would be next on the list. There will be a two week span of time before Beefcake in this story. And do not worry, things will be a little different with my version. That is still a couple chapters away though. And no, I am not going to do each Episode individually. I am just going to take the best parts/worst parts and make them flow into this story. In other words, make them better.

If you don't want spoilers (well not spoilers but more story explanation), jump to the beginning of the Chapter.

This story will be all Charah, never ever will I bring in PLI angst. It may seem so at times, but just keep reading and you will understand.

Also, this story is based on the fact that Chuck wants a friendship. That is not to say this story is only about Sarah and Chuck staying friends. This is an exploration of where their relationship would have gone if they did start out as BEST friends after Suburbs. Just wait and see how this changes Sarah's perspective on Chuck. I believe, if they would have done this in the beginning, their relationship would be even stronger then it already is. Think Phase III and Honey Mooners all the time. Okay maybe not all the time, but it would sure be close.

Thanks as always to my man Gladius.

I don't own Chuck or anything that might get me in trouble in this story.

Chapter 3 - Only in my Dreams

Chuck was already having second thoughts as he waited outside the parking lot of Sarah's hotel. It was around 6:00 p.m. and she had told him to make sure to wear tennis shoes and a comfortable exercise outfit. Why didn't he think that Sarah's hobby would be something exercise related? The first sign should have been the goddess like body, but nooooo, he just thought it was a gift of gods and left it at that. Apparently, to look as gorgeous as she does, you have to work at it. And now he would find out how much.

"Hi Chuck." Sarah came bouncing out of the hotel dressed in her painted on workout shorts and sports bra. Her hair was tied up in a pony tail and she had a huge smile on her face.

Chuck quickly said a prayer to whatever god was listening that he would not make a fool of himself. It was going to be hard enough to concentrate on running, which he assumed to be the hobby now. Either that or Sarah was going to test the theory of how many heart attacks she could cause running in that outfit.

"Everything okay Chuck?" Sarah was already starting to stretch.

Oh she is an evil woman. Chuck just stood there. He needed a minute to let his brain catch up with the rest of his emotions. To say something now would be a travesty to his plan. He just hoped his ability to speak returned soon because it was starting to get a little awkward.

Sarah was perplexed at Chuck's lack of movement or speech. "Chuck, you really should stretch before we run." Then as if to demonstrate, Sarah reached her hands high above her head and leaned to one side, trying to stretch out her rib muscles.

He quickly closed his eyes and opened them. He wanted to make sure this was not a dream somehow. He focused all his will power on not staring at Sarah. You know the plan to be just friends is a lot easier when he is at home on his computer or only talking with Sarah over the phone. Being face to face with the goddess of beauty and knowing that what you see is not what you will be getting. Well it was just hard and there was no pun intended. To bad the Intersect did not have a way of helping, maybe if he could flash on some of Beckman's seduction missions it might help get his mind in the right place. He almost laughed thinking of Beckman on a seduction mission. See it's working already. "Oh I will stretch, I was just going to wait until you finished dressing then I figured I would warm up."

Sarah came back to an erect position with her arms outstretched to her side, palms facing upward. "This is what I always wear. It's my workout outfit. You have seen it before."

"I know Sarah but that was in…" Chuck paused in mid-thought. His concern for the well being of every man along their jogging path would just have to be put aside. These feeling were not how it was supposed to be. He had to take some deep breaths. Best friends best friends. "You know what you're right." Chuck gave her a mischievous smile, "I mean if you're comfortable with everyone looking at your assets, and if you are comfortable with giving every man along our path a coronary, then I should be comfortable as your friend… with that too."

Well did he really have to put it like that? Where was the fun in everyone else looking? "Do you want me to change?" Sarah was giving him the sad downcast eyes. She could tell Chuck was joking around with her and it was such a nice change of pace. They would usually never have this back and forth and actually be joking around about it.

"It's okay Sarah. Let's just get this over with so I can make it to the emergency room before it gets to crowded."

Sarah punched him playfully in the arm. "Are you planning on having a heart attack today, Chuck?"

Chuck just gave her a look. "Luckily, I have built a somewhat high level of immunity to your exquisite beauty. While yes your looks could kill, I am leaning more towards the run that will be the death of me."

Sarah pouted, "Are you saying you don't like my hobby?"

"Let's wait till we hear what the ER doctor will say before I answer that okay."

"You're such a wimp, you know that." Sarah was so enjoying this back and forth.

"That's why I have you Sarah. You think you can toughen me up?" Chuck tried his best to strike a body building pose.

Sarah just shook her head laughing. "Chuck I am good. Just not that good."

"Oh it's on now." Chuck started chasing her around the parking lot and before you know it they were off on their jog.

. . .

As Sarah made it back to the parking lot, she stopped to stretch out. A few minutes later Chuck came stumbling in. Of course she had kept a close eye on him the whole time but he started talking trash on the last mile and so she had to show him who was boss. "Well you made it… And just before my clothes started going out of style."

Chuck, even in his winded, unable to talk, barely standing erect state, had to laugh at that one.

"So, every other day we do the same thing. I try to usually run five miles but I took it easy on you today only running three. Next week we will increase and hopefully by the end of the month, you will be doing five miles easy." Sarah was stretching out her legs although the shortened run really did not even put a slight strain on her muscles.

Chuck had a look of shear terror on his face. Three miles today? Three freaking miles and he felt like his lungs were exploding. He thought for sure they had run equivalent to the Burbank marathon today. Two miles, really? He would have said something but his lungs still had not been able to fill with enough air to say anything.

"I am going to get showered and changed. You wanna come up? I assume you brought a change of clothes." Sarah was trying not to sound too eager.

"I…" Chuck was bent over, both his hands on his knees. "Home… die…. there…" That was all he could get out.

Sarah just shook her head, smiling. "Okay Chuck. Remember to drink plenty of fluids and then I will call you later. Sarah turned and headed to her room as Chuck stumbled to get into his car.

Sarah was slightly disappointed that he didn't want to come up but she could not stop smiling at how much fun she had. She would run with Bryce back when they were partners but it was like running with an IPod with legs. They never talked or really even acknowledged each others existence. Chuck on the other hand made it all about her, at least when he could still breathe. He did his best to make her laugh or to try to have her enjoy herself and she did. It was so nice just to relax and enjoy something she loved with someone she… She stopped and turned as Chuck drove away. "Thank you Chuck!" and then she headed up to shower and change.

{* * *}

Once home, Chuck still had a hard time moving. He luckily was able to take a shower but that was about it as he collapsed face first on his bed. His towel had fallen off and he had no strength to retrieve it. It was a minute later when his phone rang.

Without checking to see who was calling, "Hello" Chuck muffled through the bed that his face was implanted on.

"Bartowski, unless you want the analysts in DC to have a nerdgasm while reviewing surveillance, I suggest you put something on. You're already a legend back home with all your romantic crap, last thing we need you to become is some legendary porn star."

"Casey?"

"Yes Bartowski?"

"Can't move." Chuck literally could do nothing. Every muscle in his body had stopped working. He felt as if his bones were sucked out of his body and replaced by a burning jello like substance.

"Fine numb nu… Oh damn, wrong time to use that. Fine, I am calling Walker to come over and fix you up."

"Wait… wait… I will do it. Just give me a minute." Last thing he needed was Sarah coming over. It was embarrassing enough that the Major was able to see the assets… well ass. Last thing he needed was Sarah seeing it too. With all the strength he could muster, he rolled over on his back and pulled up his boxers to the best of his ability. He forgot his phone was still on.

"Oh Lord in heaven. My eyes, oh my eyes. Where is the bleach?" Then Casey disconnected the call.

The last thing Chuck thought was how Sarah was going to get it for putting him through this pain.

. . .

"Walker Secure."

"Casey Secure."

"What do you want Casey? It's kind of late." Sarah had just finished going over some reports and was getting ready to call Chuck before she went to bed.

There was a brief silence on the other end.

"Casey what is it?" It was odd for Casey to waste any time.

"I have some surveillance from Bartowski's room that I need you to… to look over. I need you to analyze the data you find. Tell me if anything pops out at you."

"Can't this wait till tomorrow? And I thought Chuck's surveillance is your job?"

"Walker, I need your help on this one. I need your opinion on some of the information you may find."

"Whatever Casey. Just send me the surveillance and I will let you know what I find."

"Okay, it should already be in your inbox. Night Walker."

"Night Casey." With that Sarah heard the ding from her laptop next to her bed indicating an email.

She got in her favorite position, bringing the laptop around in front of her, and then opened up the email. She hit play on the file and the surveillance of Chuck's room played crystal clear on her laptop. "Wow the NSA has really come far with how clear their surveillance is." She stared at the empty room wondering what the hell Casey wanted her to see.

She was about to turn it off when Chuck stumbled into to view. "OH MY GOD!" Sarah stared in shock, mouth wide-open as she saw Chuck's naked backside on the bed. Turn it off, turn it off she thought as everything inside her was telling her how wrong this was. Even so, she just could not do it. She was in a trance as she saw how sexy he was naked. Every part of her was telling her this was wrong, to just turn it off, but a whole other side of her would just not let her do it. After all, Casey had wanted her to do this. There might be something vital to national security and she was doing her job.

She licked her lips without even thinking about it as she saw the muscles in his butt tense when he got a phone call. She found herself biting her lower lip as she continued watching the feed. This is wrong Walker. Your mind will never be the same unless you turn it off.

She finally let her conscious win out. No matter how badly she wanted to just sit and stare at one of the sexiest, okay two of the sexiest things she had ever seen, this was just not right. She had to turn it off and then go find Casey and shoot him. She slowly reached for the mouse to hit the stop button. She was a second too late as Chuck turned over to put his boxers on. Sarah's mind did a complete brain dump as her mouth fell wide open, yet again. Her eyes were wide as saucers as she stared at the image on the screen. She finally hit the stop button as she continued staring at the now blank screen. Her mouth was still agape as a warmth started growing inside her. She could not control herself as the image appeared very vividly in her mind. God help me she thought. I will never be able to look at another man the same. She thought Bryce was nicely put together. Uh, hell no. What she just saw was something she would never forget and was something that would never allow her to be with another man again, and not be left wanting. How is that even possible on a man Sarah thought? I mean really?

Pull it together Walker. You have to get control. Sarah had to admit, she was seconds from jumping in the car and running over to Chuck's apartment. But then she came back to her senses as she realized where she was and more importantly, who she was. Sarah Walker did not act like this. Sarah Walker was always the consummate professional. Oh this is going to be harder then I thought. Oh nice choice of words Walker. I mean if I blow this with Chuck. Sarah could not believe what her mind was doing to her. She was actually blushing and there was absolutely no one around. Sarah had to do something quick Shower she thought, nice cold shower.

She was instantly in the shower. She did not even bother looking at the handle with the H above it. It had to be completely cold tonight.

{* * *}

{Next evening at Castle}

"Everything okay Sarah?" Chuck was sitting across from Sarah, still a little sore, down in Castle. He was a little worried because she never called last night. That and she seemed to be in a completely different world today. And why was she staring at him?

"Sarah! Everything okay?" Chuck reached across the table to gently touch her arm.

"What? Yes. Of course. What did you say?" Sarah was obviously not concentrating. She stared down at the warmth emanating from where Chuck's hand was resting gently upon her skin. How could a simple touch elicit such feelings? This was not normal. There is no way someone should have that much power over her.

"I asked if everything was okay? You didn't call me last night and you have been acting a little strange today." Chuck gently squeezed her arm to let her know it was alright though. He could have sworn her eyes changed at that point. He had seen that look before. It was on animal planet right before the mother lion was about to pounce on her evening meal.

"Sarah you're kind of freaking me out a bit."

Sarah finally snapped out of it. "Sorry Chuck it was just a long, very long night and I had an extremely hard time getting to sleep." She moved her hand away as her eyes wandered to one of the supply closets. Pull it together Walker, it was just a touch. You're trained to withstand even the worst kinds of torture. Apparently, someone forgot to add Chuck's ability to the CIA's how to withstand torture course.

"I'm sorry Sarah. If there is anything I can do for you please just let me know." He really wanted to be there for her as he could tell something was off.

Oh she was going to take him now. "Mission" be damned, she was going to pull him into the supply closet and show him how much that time in the suburbs really meant to her.

"So what are you two BFF's going to be doing tonight?" Casey's voice shot down any chance of that as he gave what could only be described as a smirk towards Sarah. The look she gave him back told him he had about ten seconds to exit the room.

Chuck was still trying to figure out what Sarah was doing but Casey provided the necessary distraction. "Well big guy. Tonight is a very special night. Sarah and I will be on a mission in the land of Azeroth."

"Do I even want to know?" Asked Casey.

"Well you know Casey. You're always welcome to play. I already have an account set up for you. Your login is SugarBear007." Chuck thought he would have to run but Casey for whatever reason, gave him a break. And it didn't go unnoticed that Casey had not used any reference to their former relationship. Instead he had used BFF which was fine with Chuck.

"No thanks, I will be in the firing range, playing with the big boy toys. You two have fun." Then the big guy was off.

Sarah was smiling now. Finally coming out of her stupor as she saw Chuck organizing his two gaming centers. He had setup two high tech Castle computers, a bottle of Mountain Dew and Hot Pockets for each station. They were right next to each other. Chuck figured it would be too hard to concentrate if he sat across from her.

"Alright Sarah. This is called the World of Warcraft." He then went onto explain the concept of MMORPG and what to expect. He continued to show her the character creation screen and this seemed to peak her interest. She was not sure of the races and classes so Chuck had to explain it to her. But she was very interested in the customization of the character avatars.

Chuck had decided they would play Alliance and they chose the Ysera (pronounced Y-Sarah) server. Chuck had briefly explained the classes, Rogue, Shaman, Paladin, Priest, Mage, Warlock, Druid, and Hunter and said for her to pick one.

After a while, she decided on Paladin. She really liked the story line of the class. They were holy warriors always trying to do good. The light was what gave them strength. It really intrigued her. Chuck let her make her own character customization while he created his character.

He decided to go with a human female Rogue.

It took about ten minutes to complete the characters and then Chuck told her to hit the enter realm button. They decided to group up to do some quests.

"Okay, what is your characters name Sarah?" Chuck was already in the invite screen waiting for Sarah to say it.

"Why do you need to know his name?" Sarah seemed embarrassed just a tad.

"Well Sarah, in order for us to quest together and play together, I need to know the name of your character." Chuck was looking at her like what is the big deal.

"Fine Chuck. The name is spelled C…h….a…r…a…h…"

"Let me get this right. Charah. That is odd. Why did you pick that name?" Chuck thought maybe she just hit randomize.

"I just did okay. Now shut up and let's get this over with." She was trying to act like she was bored but she had to admit, so far the game was actually pretty fun. That and she knew how much Chuck loved playing it.

Chuck did as he was told and invited Charah to his party. It was then that Sarah punched him in the arm.

"Really Chuck. Your character name is KickAssNinjaGirl? I mean really?"

Chuck just shrugged his shoulders as he looked closer at the screen and could clearly see Sarah's character. Tall, with brown curly hair, thin of build, tan skin, and brown eyes. Chuck just rolled his eyes but did not say anything. After all his own character was a tall, white human female with long flowing blond hair and deep blue eyes. Hopefully it would not be too obvious but judging by Sarah's expression, it was already too late.

. . .

Chuck sighed. "Sarah, how many times do I have to tell you? Your character's stats are based on the amount of gear you wear. If you keep taking off all the clothes on your character, we are going to keep getting killed."

"You such a spoil sport, you know that Chuck?" God he was getting his panties in a bunch just because she liked seeing Charah without clothes on. I mean what was his problem.

"Okay, I understand the fascination with clothesless Avatars. I mean many boys around the country do the same thing, matter of fact I would lie if I didn't take a quick peek at my character. But Sarah, we are level ten now and you really need to start getting serious. And for the love of Pete. The prettier the gear is does not mean the better. It is not a fashion show you know."

Sarah just folded her arms and looked at Chuck like don't tell me what to do with my Character.. "Well I think my ma… my character should look nice and I don't want him running around with mismatched outfits. And there is no way he is wearing a helmet. I refuse."

Chuck stared at the ceiling. "Sarah there is a way to hide the helmet so you can still see the face while he wears it. Here let me change it for you. I mean I do the same thing."

Chuck was actually laughing now as they had spent the last three hours leveling through the World of Warcraft. He was actually the one that had to tell Sarah it was time to go. She had no inclination of wanting to quit.

"Don't worry, we can get our mounts tomorrow." Chuck was shutting things down and cleaning up.

"Good. I like the pretty brown horse." Sarah seemed excited.

He hated to tell her Paladins get their own special mount. Well maybe he would get her a brown one too.

"I will give you a ride home Chuck, you ready?" Sarah was heading up the stairs.

"If it's cool with you, I will just catch a ride with Casey. Thanks again for a fun night. I hope you enjoyed it."

Sarah stood on the stairs. While she loved this easy goingness now between her and Chuck, she was not too thrilled with the constant rejections. "I had fun Chuck. Don't forget tomorrow is jogging." She smiled as she heard him groan. Oh she was going to have fun tomorrow. "Bye Chuck, call me when you get home okay?"

Chuck nodded as she hurried up the stairs and left. God he hopes that she is having fun because he knew he was having a great time. Physically it was taxing, but it just felt good. He turned to find Casey.

. . .

"So this is the gun range?" Chuck was mesmerized by the whole place. He actually did not even know it was down here in castle.

"Yeah and you better not touch anything or I will rip your arms out."

"Yes sir. So what are you training me on today?" Although Chuck did not like guns, he knew the best way to become good friends with Casey is to do something with him that he loves. What does Casey love more then guns? Well that would be nothing. So here he stood, ready to start the next phase of his plan. Become better friends with Casey. In a way, he was even a bit excited to be doing this.

"First things first Bartowski. You're going to get to know your gun. You're going to caress your gun. You're going to ask her dad for permission before you even take her on a date. Then when you have wined and dined her, then you can become intimate with her. Before then however, you have a lot of schmoozing to do."

Chuck just stood bug eyed. Did the Major actually just say that? "Do they come in blond Casey? You know I have this thing for blonds."

Casey paused as a laugh almost crept out of him. Almost. "Funny numb nuts, funny." Casey had Chuck sit down at a table with a bunch of gun parts spread out.

"Uh, I usually like my woman well put together Casey. This girl is falling apart."

"Well if anyone can put the pieces back together, it's you Bartowski. Now get a feel for the old girl, caress her, know where every piece goes. Once you do that, you will be ready for the next step."

Chuck just sat there staring at the pieces. He dared not look at Casey because he did not want to know whether what Casey said had a different meaning. In his heart he hoped, but he would never force the Major to come clean about his lady feelings. That would never be good. For now, it was all about the gun. "So do I get to name her?"

"Not until you can put her back together. Once you can do that and you know how to handle her the right way, she will always be there to protect you. Then you can date, marry her, and have your way with her. But don't get in a hurry, these things take time."

Okay now it's just getting obvious. This is really going to work Chuck thought.

{* * *}

"Hey Sarah, I made it home."

"I'm glad Chuck."

"Sarah… Did you have fun tonight?"

Not even a pause. "Chuck I really did. I never thought I would have fun playing video games, but you know what. I really liked it."

"Thank you, Sarah."

"Chuck?"

"Yes Sarah?"

"Do you enjoy running?"

"Honestly?"

"Of course."

"I never liked to run before, that should be obvious. But I never had a running partner like you. I really would like you to help me get better at it. I never have been one for physical activity."

"Well I will help you if you really want me to. I would like that."

"Me too, Sarah. I really enjoy being with you. Being with you without all the other stuff hanging over our heads."

This time there was silence.

"Sarah, everything okay?"

"Yeah Chuck. I just really have had fun these last couple days. Thank you."

"That means a lot to me to hear you say that." Chuck could sense things starting to get uncomfortable. He did not want to put Sarah through this. While it is nice to hear her open up like this, he did not want her to feel pressured. "By the way Sarah, I think you are losing your touch."

"What do you mean Chuck?"

Chuck was smiling. "Well I talked to Ellie this morning and she verified that there was only a slight increase in cardiac patients last night."

"Well I guess I better try a little harder tomorrow then."

Chuck could tell Sarah was smiling. "Oh please dear God, no. I already have all of Fulcrum after me. Last thing I need is for every male between the ages of 16 and 60 to be gunning for me too."

"Hey, I saw some brunette's checking you out." Sarah was laughing now.

"And as if I thought you couldn't make me feel any worse. Just classic Walker." Chuck rolled his eyes.

"Well Chuck, those brunettes seemed like nice guys."

"Oh you are so going to get it." Chuck could not believe how much he loved this back and forth.

"Well I sure hope so."

"Good night Sarah." Chuck was not sure he understood exactly what she meant by that last statement.

"You too Chuck. Sweet dreams."

"Same to you." Chuck hit the button to end the call as he held the phone to his head. "Only if those dreams are of you Sarah." Then he laid his phone down on the counter not realizing he hit the wrong button and did not end the call.

Sarah held her phone close to her. She knew Chuck must have thought he had ended the call. But she heard it. She smiled as she quickly made sure her line was ended. This is going to work out, she just knew it and there would be nothing her bosses could do about it because they were doing nothing wrong. Well, not yet anyway.

{* * *}

A/N: The next Chapter will be huge in how both Chuck and Sarah move forward with the plan. They will employ two very important operatives to help, Ellie and Morgan. This will be the game changer as both seek out help from those two. Remember, it has only been a few days, so things are bound to change, especially after the next chapter.