A/N: Welcome back to … "The FERRIS …. WHEEL ... OF DEATH!" OK, not really. Don't panic. No death on the Ferris wheel. This isn't that kinda story. Alright, with no more fanfare, or my incessant rambling, I give you Chapter 21 - Date Night Part 3.

Disclaimer: Don't own Chuck

Chapter 21

The slow ascent of the Ferris wheel car gradually revealed the bright neon lights of the Pacific Park and the lighted boardwalk of the Santa Monica Pier. As they rose higher, the expansive stretch of beach glowed under the light of the nearly full moon. Sarah let out a contented sigh as she took it all in.

"It's so beautiful up here. The beach and the water, they seem to go on forever. And look at that skyline. I know it's a stark contrast to have all this natural beauty on one side and then all the buildings and lights on the other, but the city lights have their own kind of beauty to them. Don't you think?" Sarah asked, turning to look at Chuck. Her eyes went wide when she saw him, his hands gripping the railing with white-knuckled fists and a look of near panic on his face.

"Oh yeah! Be-beautiful. Sooo beautiful," he rushed out, a shakiness in his voice.

"Chuck? Are… are you OK? You… you don't look so great," she stated with a wince, fearing that it may have sounded a little too blunt. Chuck huffed out a one note chuckle, as he glanced at her briefly.

"Oh, I'm… I'm fine," he declared, nodding his head a little too insistently, a forced smile on his face. "It's so… breathtaking," he choked out, swallowing thickly before taking a labored breath. They were almost at the apex of the Ferris wheel, nearly nine-stories above the boardwalk, giving them an unobstructed view of the coast and Santa Monica's brightly lit skyline.

Sarah placed her hand over his, feeling the tension in his grip. She gave it a small squeeze as she looked at him and she could see a slight easing in his shoulders as he closed his eyes.

"Chuck, do you have a … fear of heights?" she asked softly, craning her neck to look into his face more directly. He slowly opened his eyes, a little surprised to see her so close, but he didn't jump. He held her gaze, his eyes darting back and forth, as he searched her eyes. Biting his bottom lip,he nodded. A look of shame overtook him and he looked away, staring at the floor of their car.

"Heeeeyyy," she pleaded, taking his chin with her other hand to bring his gaze back to hers. "It's nothing to be ashamed of, but why didn't you say something? Why did you agree to go on this thing if you knew it'd be so hard?" Chuck gave a small chuckle, as if the answer were so obvious.

"You seemed so excited, I couldn't not go. I'd go anywhere, do anything, for you. Besides, you're 'Sarah Walker'. In the dictionary beside 'adventure' is a picture of you. If I couldn't overcome a stupid fear of heights…" he trailed off, letting out a sigh of resignation as he shook his head at himself. Sarah let out a huff of sympathy, her heart breaking for him while simultaneously swelling from the sacrifices he was willing to make for her. There seemed to be no end to this man's selflessness.

"Oh, Chuck. You don't have to try to impress me. You've already done that a hundred times over. Yes, in my movies, I jump from planes, fall off buildings and topple over rapids, but those are in the movies. And just so you know, most of those are stunt women, not me. I don't do that sort of stuff all the time. Yes, I like adventure, but that doesn't always mean that I have to do death-defying feats in order feel….. fulfilled or something." She paused, taking a moment to collect her thoughts.

"Take tonight, for instance. This has been an adventure! I've been to new places, met new people and sampled amazing food. I'm having the time of my life! It's not always what you do, but who you're doing it with, that makes it an adventure," she confessed, giving him a warm smile. Admiring the reflection of the neon lights dancing in his eyes, she could feel much of the tension in his hand melt away and his face relaxed slightly as he held her gaze. Sarah released his hand, sitting back in her seat but keeping her attention fixed on him.

"And as for your fears, we all have them Chuck. It's not a sign of weakness to be afraid, or admitting to being afraid. In fact, I think it takes far more courage to share your fears with someone than to suffer in silence. It also shows that you have a great deal of trust in someone to share your fears with them. Thank you… for trusting me." Chuck gave her a half smile and a small shrug as he looked down at his lap.

"I appreciate you saying that, but … you don't have any fears. I mean, I've never seen you afraid of anything. You're one of the most courageous people I know." He chanced a glance at Sarah, who stared at him in disbelief.

"Chuck, I have fears, just like everyone else. And while I don't know how courageous I am, courage isn't the absence of fear. It's being able to push past your fears to do what needs to be done… like getting on a Ferris wheel." Sarah shot him a wry smile, causing him to chuckle, ducking his head shyly. Sarah considered him for a moment before taking a calming breath.

"One of my fears used to be… that I'd end up alone. That I'd never find someone who would accept me for who I am. That, whomever I was with, I'd always wonder if they just wanted to be with me for fame or 'fortune'; never knowing if they truly cared about me." She stared down at her hands, which were fidgeting in her lap, as silence fell between them. Quirking a smile, she continued, "And spiders. I really, really hate spiders. They freak me the hell out," she said, a shudder running through her body. Chuck burst out in laughter, followed by Sarah. When their laughter subsided with sighs of contentment, the silence between them returned.

"You… you said 'used to be'. You used to be afraid of being alone. You're not afraid of that anymore?" he inquired, turning to look at her. Shaking her head, she lifted her head to meet his gaze. This was it. Sarah had been trying to find a way of letting Chuck know how she really felt, but events or circumstances seemed to keep getting in the way. There in that ferris wheel car, away from the cameras, was the opportune moment.

"No… No, I'm not really afraid of that anymore. Recently, someone vanquished that fear for me. That's… that's what I've been-" Their conversation was interrupted as the Ferris wheel came to a stop and the door to the car was opened.

"Wow! That's it?" Chuck asked looking around in astonishment. "The ride's over? Huh. That… that wasn't so bad." Turning to look at Sarah, he gave her an appreciative smile. "Thanks for distracting me." She nodded, and as he made his way out of the car.

"Son of a bitch," Sarah cursed under her breath, letting out a growl of frustration. She had tried to allude to it, drop little hints here and there, and when she finally mustered up the courage to put herself out there, something else had to get in the way. Sighing in resignation, she followed after Chuck, who was waiting for her just outside. As angry and frustrated as she was, when she caught sight of him, she just couldn't help but smile. Tall, dark and handsome, carrying a fluffy white and pink unicorn like a toddler with his favorite stuffed buddy. It was so… Chuck.

ooooooooooooooooooooooooooooooooooooooooooooooooooo

"I uh… I have something I'd like to show you, if you're up for a little walk?" Chuck asked, looking down at her as they strolled along the boardwalk. Sarah was once again carrying her teddy bear, Chuck Beartowski. Casey had not so graciously shoved it at her after their Ferris wheel ride, storming off grumbling incoherently. Messing with Casey, making him uncomfortable, was so much fun. She regretted that once the show was over, he'd move on to his next assignment.

"This is a 'Night with Chuck Bartowski'. You lead. I'll follow," she declared, pushing a bit of hair behind her ear. A smile broke across his face, but she could see he was nervous. She was beginning to pick up on his subtle tells, his mannerisms that told her what he was feeling. Wrapping her free arm around his, she walked along beside him.

"Ooo. First, we need pretzels." He guided them to the Wetzel's Pretzels stand, buying each of them a soft pretzel and a couple of bottles of water. They continued their journey down the boardwalk, eating their pretzels when Chuck let out a pouty whine.

"Awwww. Funnel cakes." He looked between his pretzel and the funnel cake stand, as if contemplating if he should ditch the pretzel in exchange for the deep-fried confection. Sighing in resignation, he kept the pretzel and continued their walk.

Sarah offered her condolences with a mock pout. "Maybe next time." Chuck glanced at her and, after a moment's pause, nodded solemnly.

"Yeah. Next time." He seemed more glum than missing out on a funnel cake should warrant, but she didn't want to press the issue. They walked on in companionable silence, eating their pretzels and enjoying the cool ocean breeze. They passed the bright lights and chaotic noise of the arcade, then the Route 66 signpost they'd visited before. Chuck guided them to the left, down a large flight of stairs that led them to the beach. A wooden walkway offered a path through the sand, allowing them to continue without getting sand in their shoes for a short while. When the pathway ended, Chuck stopped and gave her an awkward, apologetic look.

"I'm sorry. We have to rough it from here. You might want to take off your shoes," he suggested, gesturing at her feet. He began removing his black Converse All Stars, placing his socks inside. Sarah followed suit, kicking off her deck shoes and stooping to pick them up.

Chuck led them along the beach, which was deserted at this time of the evening. The moonglow was bright enough to light their way, so the trek was easy going. Occasionally, one of them would step in a dip in the sand, losing their balance, but the other was there to catch them. Chuck glanced around periodically, scanning the area until he came to a stop in the sand. There wasn't anything particularly noteworthy about this stretch of beach. No landmarks that Sarah could identify, no rock formations or signs. Just the sand and the ocean. Chuck turned to face the water and took a deep breath, blowing it out. Sarah stood beside him, observing Chuck, just waiting for him to speak.

"This is it," he stated, turning his head to look down at her. "You remember how I told you that I had a special place? A place that I went to when I needed to think or be alone? This is it. This spot right here." He turned to look back out at the ocean but Sarah just kept watching him. "Through all the hard times, my losses, my failures, this was the place I'd come to... to try and make sense of it all."

"Chuck, this is … this is supposed to be your … sanctuary. A place only for you. Why bring me here? I feel like I'm … desanctifying this place," she admitted, feeling overwhelmed that he had trusted her with this place and worried that she was somehow spoiling this place for him.

"No. I… I needed to be here, to have you here. This place has always given me strength whenever I've had to make … difficult decisions." Chuck swallowed thickly, averting his gaze to the sand.

"But I… I don't understand..." Sarah trailed off. The way he was talking made her very concerned. A knot was beginning to form in her stomach, making her feel a bit breathless. Had she waited too long to tell Chuck the truth? Had she misread his intentions entirely? Had he decided that he wasn't willing to be part of her world after all? Sarah was starting to feel ill from the dread that was beginning to consume her.

"I need to say this before I lose my nerve. Please, just let me finish before you say anything," he pleaded, looking into her eyes. She searched his eyes, trying to make out what he was thinking, but even as bright as the moon was, she still found it difficult to tell. Her brow furrowed with worry, she nodded her understanding.

"This show has put you into an impossible situation. Trying to find a romantic partner from a group of men that other people have chosen for you, and then to have cameras surrounding you the entire time." He glanced around, just then taking notice of the two cameramen keeping their distance, along with a third dark figure looming in the distance. Chuck swallowed the lump in his throat, bringing his attention back to Sarah. He blew out a breath before continuing.

"I know that you and Will had a great time last night. I mean, why wouldn't you? He's a terrific guy. He's, objectively, very handsome, smart and successful. Personally, I think he's a great choice. The choice that makes the most sense. He fits into your world far better than I ever could. I get a sense from your comments and actions of late, that you've already come to a decision. I don't want to make it any more difficult for you. All I want is for you to be happy. So, if he's who you want to be with, if he makes you happy, I … I'd rather step aside now and save you from having to make that choice. And to be quite honest, I'm not all that keen on being rejected in front of all of America either, so it's probably for the best," he choked out, his voice failing him. He ducked his head, turning his head to look away.

Sarah stood dumbfounded. She couldn't believe what she was hearing. How could he have gotten it all so wrong. On top of that, the prospect of throwing away a chance at happiness, both his and hers, gripped at her heart. Fighting back tears, her first instinct was to lash out.

"YOU ... STUPID … WONDERFUL ... NERD," she shouted, followed by a hard jab to his left shoulder.

"OW! What the-" Grabbing his shoulder, Chuck turned to look at her, shocked that she had actually punched him. Tears were streaming down both of their cheeks, glistening in the moonlight. Their eyes met and for a brief moment, neither moved or said a word. Sarah just stared into his dark eyes, playing over in her mind all of the times she'd tried to tell him how she felt. If only she'd had the courage to just say it, to throw her worries away and tell him that he was the one, she could have avoided all of this. She decided right then that it was time. Throwing caution to the wind, she grabbed his face with both hands and pulled herself to him, kissed him for all she was worth.

She could feel him tense, letting out a muffled squeak of surprise. After a few seconds he began to relax and she felt his arms wrap around her back, pulling her closer to him. She couldn't suppress the whimper that escaped her throat at the feeling of being enveloped by him, kissed by him. Sliding her arms over his shoulders, cradling the back of his head and neck in her hands, she pulled him even closer, kissing him harder. When lack of oxygen eventually forced them apart, they rested their foreheads together, each taking jagged breaths.

Opening their eyes, they stared at one another, not saying a word, as if trying to read the other's thoughts. Sarah was beginning to worry that maybe she'd jumped the gun and this would make things awkward between them. That notion was washed away when Chuck dove in and kissed her, this time with more passion, maybe even verging on desperation. Like clinging to a life raft for survival, Chuck pulled her closer still, lifting her off of the ground entirely.

Sarah had studied the art of kissing. It was part of the job. Understanding how to make it look "real" for the camera. She'd had her fair share of off camera kisses in her time as well, but she realized then that she'd never really been kissed until that moment. On Chuck's beach, at his spot, wrapped in his arms, she realized she had entered into a whole new world. This was what it was like to kiss and be kissed. A connection between two people that cared so deeply for one another that they could feel it coursing through their bodies, suffusing the other in the glowing radiance of the passion they felt. She was so overcome that she began to cry, uncontrollably, sobbing against his lips. He pulled away, looking distraught.

"I'm sorry. Did I … did I do something wrong?" he questioned, looking her up and down. Sarah vehemently shook her head, chuckling through her tears. She peppered kisses against his lips, holding his cheeks in her hands.

"No," she sniffed, shaking her head again. "I've been wanting to do that for a long time. Longer than I realized," she confessed. Chuck looked at her with bewilderment. She knew it would sound crazy to try and explain it to him, so she just let it go for now.

"Sarah, I… I don't understand," he began, closing his eyes tightly, shaking his head. Opening them again, he looked into her eyes, glassy in the light of the moon. "You seemed so happy with Will and the things you said… like… like about the pictures from the photo booth." He pulled the strip of photos from his back pocket, showing them to her. "You… you just brushed them aside, saying you didn't need them. It seemed like you didn't want that kind of reminder of our night together. Then… then there were other moments, like naming the bear after me, sort of. And the talk on the Ferris wheel. I'm just… I'm so confused. I don't know what to believe. My head's swimming." Sarah could hear in his voice that he was struggling. He looked lost, like he was adrift at sea with no land in sight. Sarah ran her hands down his chest and when she reached where his hand was gripping their photos, she gently took them from him.

"I'm so sorry that I haven't been more up front with you. I've been trying to seem impartial, not wanting to show that I was favoring one contestant over another, to give everyone a fair chance. I fought that for a while. Chuck, practically from day one it's been you. And every day since then, you've given me more reasons why you're the one. These pictures," she said, raising them up so they were between their faces, "I don't need a set of my own as a reminder. Do you remember what I said on the Ferris wheel? About how I wasn't scared anymore?" Chuck nodded, his brow furrowed in confusion, trying to make sense of what she was saying.

"Someone vanquished my fears of being alone, of never finding someone that cared about me the way that I needed. That's you, Chuck. You've shown me that you don't care about money or fame. Over and over, you've proven that it's not just 'Sarah Walker' movie star that you care about, but … Sarah. The woman who loves cheeseburgers and gardenias and ... walking on the beach with handsome nerds in the middle of the night." She chuckled, then bit her bottom lip, trying to keep her tears at bay, but failing.

"I don't need a set of pictures for myself, because I want to share these pictures with you." She watched the transformation on Chuck's face, like a time lapse of a caterpillar's metamorphosis. His furrowed brow melted away, giving way to the intoxicating smile that threatened to break his face in two.

"Re-really?" he questioned at just above a whisper. Gazing up into his eyes, seeing more tears threatening at the corners of his eyes, she could only nod, trying to stifle a sob. The pure, unfiltered joy that showed on his countenance made her heart soar. Without warning, Chuck scooped her up in his arms and spun her around in celebration, causing her to yelp in surprise. Sarah couldn't help but giggle at his outburst, hugging him tightly as they twirled.

"Oh, God. You have no idea how happy that makes me." He gently set her down in the sand, steadying her until she had her feet under her. Sarah held onto his arms, smiling up at him. "But what about Will? I… I thought…" he trailed off, averting his gaze to the sand.

Placing a finger under his chin, she lifted his face to meet hers, "You thought wrong. Will is a great guy and we did have a good time on our date… eventually," she admitted, bouncing her head from side to side with a small eye roll. "What we discovered was that, while we did have things in common and enjoyed each other's company, our hearts belonged to someone else." Chuck gave her a quizzical look, furrowing his brow in confusion. He looked as though he was doing complex math in his head until a lightbulb seemed to go off. With wide eyes he mouthed the name "Megan". Sarah gave him a smirk, not confirming nor denying.

"GAHH," he exclaimed, huffing in exasperation as he threw his head back to stare at the stars. Shaking his head at himself, he returned his gaze to Sarah, looking rather sheepish.

"I was … I was going out of my mind. I'm ashamed to admit I was jealous. When you guys got back to the house last night, I heard and saw you through the window, laughing and having such a great time. My mind immediately assumed the worst. I guess life has taught me that." Chuck stopped and started frantically looking around.

"This…. This isn't some kind of … cruel prank or something, is it? Ashton Kusher isn't gonna pop out of the sand-" Sarah barked out a laugh, grabbing him by the face to force him to meet her gaze.

"Chuck, you're spiraling." She gave him a soft, lingering kiss, pulling away just far enough to be able to look into his eyes. "There is no prank. Forget about the show. Forget about Will. All that matters is right here," she declared, releasing one hand to gesture between them. "I want to be with you. And if I'm not mistaken, you're kinda into me," she added with a smirk. Chuck snorted at the comment, like there was any doubt. "I can assure you this is no prank. I'm not the type of person to do something so cruel."

"No. I know. I know," he rushed out. "It's just… I'm still trying to wrap my head around it. I just…. Why? Why me?" he asked, searching her eyes for understanding.

"Because I love you, you dope!" she exclaimed incredulously. Immediately her eyes grew wide and she gasped, clamping a hand over her mouth. Sarah couldn't believe what had just escaped her lips. If anyone was more surprised than her, it was Chuck, who was frozen in place, looking nearly catatonic.

A part of her began to panic. Aside from her family, she'd never uttered those words to anyone before. All too often, people threw those words around, but it was never anything more than an empty promise. She swore that she would never use those words unless she was certain. Sarah searched her heart, playing those words over in her mind. She quickly realized that the reason the words came out so freely was because it was the truth. All the comments and teasing from her friends, they all seemed to see it in her. The feeling she'd been struggling with, the jealousy, the wanting, it was love. Chuck took a few long blinks before his eyes fluttered, signalling he was rejoining the land of the living.

"I'm… I'm sorry. I'm not sure I heard you correctly. Could… could you say that again?" Chuck asked, his voice breaking. The expression on his face was so serious, he looked as if he was expecting a terminal diagnosis. Shyly, she ducked her head, taking a few moments to bolster her courage before daring to look him in the eye again. Despite having blurted it out moments ago, she'd always thought it would be so difficult to utter those words to someone, to make that leap. When she met his gaze, the hesitation, the fear, weren't there. She felt so comfortable saying it because she could see it in his eyes too. All his words and deeds, they all spoke volumes about the kind of man that Chuck was, but the way he looked at her, she could tell that he felt the same way.

"I said... I love you. I know… it seems too soon but-"

"I love you too," he rushed out. "Sarah Walker, I am so completely and hopelessly in love with you," he confessed, gazing at her, rapt in wonder. Staring into each other's eyes, drinking in the love exchanged between them, they both let out a one note chuckle as the realization that this was really happening washed over them. Wordlessly, their lips met again in a slow, soft exploration that carried with it none of the desperation of before. Their toes in the sand, the moonlight reflecting off the ocean serving as their backdrop, they held one another as soft whimpers escaped them both.

When they finally parted, their lower lips still clinging together for the briefest of moments, they rested their foreheads together, humming in contentment. This was far and away the happiest she had ever been. The date, the place… the man, were all absolutely perfect. Her mind drifted to their photo booth pictures and smiled as she realized that her hope of sharing them with Chuck had a good chance of becoming a reality. Even though they would still have the pictures and video they took at the Route 66 signpost….

"Shhhhhhhit!" Sarah hissed out in a loud whisper. Chuck pulled away slightly, bending down to look her in the eye.

"What? What's the matter?" he inquired, searching her face for some idea.

"The cameras," was all she said. Chuck seemed confused for a split second.

"Oh...OH! Right." Lifting his head, he searched the area behind Sarah, then over each of his shoulders. "Umm…. what cameras?" Sarah's head shot up, spinning to look in all directions. The beach was vacant as far away as they could see. Even Casey's dark figure was noticeably absent. A broad smile spread across her face as she put the pieces together.

"Casey," she muttered, shaking her head in amusement.

"He seems kinda gruff on the outside, but he really looks out for you. And I don't think it's just for the job," Chuck added, shooting Sarah a smile. Humming in acknowledgement, she felt Chuck step up behind her and wrap her in a warm hug.

"Mmmmmm," she moaned. "You know, I've never really been a … snuggler. But this? This I could get used to," Sarah admitted, wrapping her arms over top of his. Letting out contented sighs, they stood there, enjoying the gentle crashing of the waves and the cool ocean breeze in their hair.

"Well, this date certainly took an unexpected turn. But, if you're up for it, there's more." Sarah turned her head to look up at Chuck in disbelief.

"More? Are you kidding me? How could you possibly top this?" she asked incredulously. Chuck gave a chuckle, kissing her on the side of her head.

"Well, in fairness, this wasn't part of my plan. There was no contingency for this. I dunno if I could ever top this, even if I had years to plan it. With that said, I had some other things planned for tonight, if you're still interested." Sarah turned to face him, wrapping her arms around his neck.

"Oh… I'm sooo interested," she purred, reaching up and pressing her lips to his.

A/N2: Soooooo. Yeaaaah. That kinda just happened. Can you say, Date Night part 4?

I really appreciate you following along and look forward to hearing your thoughts. Your kind words have been humbling. You guys are the best. Thank you.

See you next time,

JW