A/N: Thank you for being patient, readers o' mine! I'm much obliged to you.

I hope I've still got your attention, but I have a feeling you might particularly enjoy this chapter. And it will only get better hereafter.

Summary: In 1776, George Washington declared himself King of the United States of America and began turning a new nation into the United States Empire: expanding to the west, amassing colonies and gaining power. Over one hundred years later, the government's secrets are at risk and a new way to keep them safe must be created. When those secrets are accidentally brought to inventor and toy maker Chuck Bartowski's doorstep, his future becomes uncertain as his life fills with adventures, hardships, and even a bit of romance.

Disclaimer: I do not own "Chuck". Or the term "Steampunk". But you can be sure I revel in the opportunity to combine both of those things and make something that is very much mine.

Enjoy!

It took only two days to reach Los Angeles on the railroad line that connected the two major Californian cities. With a few short stops overnight they arrived in the bustling City of Angels in less time than Bryce had predicted.

In that time, Marcus had unfortunately grown weaker. He stuttered badly, his shoulders hunched. And when he walked, his feet dragged slowly along the ground. Even his movements had become choppy and strained, and every so often Bryce would catch him twitching or shutting down completely for a spell, his head sagging onto his chest.

Many a cup of coffee had been spilled on his lap. Though he found the energy to joke about being waterproof, and was quickly rebuffed by his handler when he made the mistake of saying it too loudly.

Spies, Bryce assured him, were everywhere, looking for both of them. If the Intersect ended up in someone else's hands, the future of the empire would no longer exist.

On this particularly chilly autumn morning in 1896, fate found Bryce Larkin and former professor of mathematics Marcus Lane (Prototype 534) trudging along the sparsely populated streets.

"I have to remember where his workshop is, is all," Bryce muttered, mostly to himself, though he caught the dying automaton's attention.

"H-His. Worksssshop? Who…his?" he gasped slowly.

"An old friend of mine. He's the only person I know I can trust."

"I…E…L?"

"No. He's not a spy." Bryce chuckled to himself. "He'd never last a day as a spy, as brilliant as he is. He's not a crime fighter. He's not a fighter. He's a good man."

Marcus snorted.

"What?" the agent snapped.

"Yoouu…friennnd of…good mannn? Haaa…"

"Hey, I used to be a good man, too. We were best friends. I-I guess we still are. Would be. If I wasn't an agent. You already know this thanks to your government secrets infused machine brain, but I grew up in an orphanage down here. Chuck and I, and his sister Ellie when we could be bothered with her, would go on adventures." Bryce paused, remembering something a long time in the past, something that he would never forget. "He saved my life once. Trolley car was barreling down the tracks and I was so focused on the other side of the street that I didn't see it. He tackled me out of the way." He smiled to himself then shook his head. "He can help you. I know he can. He's a genius."

"You…sure?"

"Absolutely. He's an engineer. A mechanic. He builds things like you for fun."

"Comforting," Marcus gasped out. "Annnd the…Intersssect?"

A dark shadow fell over Bryce's face as he mulled that over. "I'm hoping he never finds out about it. I'm hoping his chatty sidekick can keep his mouth shut, as well."

The automaton let out what sounded like a painful snort of laughter, then almost lost its footing. Bryce caught it and hoisted its arm over his shoulder again. "Come on, then. Almost there. Chuck will know how to fix you up."

}o{

A hodge-podge mixture of vehicles moved past them, some pulled by horses, others puttering along and spewing steam, the vehicle of the future many said. But Bryce knew it was a flash in the pan, nothing more.

The air was thick with the soot that billowed out of the factories surrounding the area, and the streets were caked with grime and mud from the days of rain. The sun beamed down on their backs, causing Bryce to sweat heavily beneath his coat and hat, and the stuffy air was doing very little to help.

He could really use a drink, but he knew he'd have to wait. Business first. Drowning later.

"That's it." He paused, squinting his eyes. "At least, it might be. I hope so."

The street ended in a cul-de-sac, and at the end was a good-sized store with mechanical appliances, clocks, and wind-up toys in the window, behind which Bryce knew his childhood friend's workshop resided. At least, the last time Bryce had seen Chuck, this had all belonged to him. Any number of things could have happened since their last meeting.

Chuck Bartowski was the most brilliant person Bryce had ever known, but he stubbornly refused to set his goals higher than owning a knick-knack and toy shop. He loved playing with toys and fiddling with gears and other mechanical things. When it came to getting a real job at a mechanical company, somewhere like the manufacturing corporations located in New York and London where he would be putting his talents to real use, Chuck Bartowski shied away. It was either a lack of self-confidence, or perhaps even a lack of desire. He was fantastic at running the shop, building the merchandise, and he was great with people. A social butterfly, as it were. It all came naturally to the inventor, and he insisted he was good here whenever Bryce, and Ellie on occasion, questioned him.

Bryce half-carried Marcus around the side of the shop and into the small alleyway that led to the back door. He stopped for a moment. One of two things would happen. Either he would burst through the door and be met with the giant grin of the only person he had ever counted as a true friend, or Chuck was long gone and he would have to worm himself out of an awkward situation.

Bracing himself, he turned the handle and swung the door open. The agent and the Intersect were hit by a gust of steam that clung to their hair and faces, dampening their coats.

When the steam cleared, they were met with the sight of a tall, gangly young man with dark curly hair and brass goggles lowered over his eyes.

He stopped what he was doing and turned.

And then his mouth fell open in surprise, his cheeks pudgy from the goggles. His gloved hands dropped to his sides limply. "I am not sure you are aware, but we have a front door."

"Oh, I'm aware," Bryce called over the hissing machinery behind Chuck. The inventor's mouth twisted into a bit of a smile and he pushed the lever to shut down the machine. A clattering of gears and spouts gurgling with steam filled the room as the machine shuddered with a metallic din. When the cacophony ended and the steam cleared, the man moved closer.

"Bryce? Bryce Larkin?"

"Hallo, Chuck."

"Bryce! What? What are—What are you doing here?" He lifted the goggles from his eyes and left them at his forehead, wiping his sleeve across his face and pulling his gloves off.

Bryce allowed himself to be hugged and thumped Chuck on the back once with a closed fist. "I need your help. We can talk later."

"Uh, right! Yes. What can I do you for?" The gleeful smile had yet to leave his features, completely oblivious to the trouble his old friend was about to pull him into.

"Well…I need your…mechanical expertise."

"A watch! You need a watch. Am I spot on or what? Because you have yet another lady friend who is mad at you for not being on time for your romantic rendezvous. You are a cad." He turned to Marcus, ignoring the degrading state his figure was in. "He is a cad."

"No, not a watch—"

"An eyeglass? Or I can make you a gizmo. Free of charge. Well, maybe not free of charge. We have been rather drowning in d—"

"Chuck! Man! Listen to me!"

Chuck shut his mouth and shoved his hands in his apron pockets.

"I'd like to introduce you to Professor Marcus Lane, otherwise known as Prototype 534. Marcus, Chuck. Chuck, Marcus."

"Professor…er…Prototype," Chuck awkwardly said, reaching out to shake Marcus' hand. But Marcus didn't have the strength to raise his hand as he leant heavily against Bryce's side, almost slumping to the ground.

Chuck hurried forward to help Bryce catch the older gentleman and together they moved him to a nearby table. "Uh, let me…" He stepped away from the pair and shoved a dingy pile of gadgetry and tools and blueprints off to the side so that they could lay the man down. "Too much to drink, then? And at this hour? Ballsy," Chuck said sardonically.

"No, it's not that at all. He would rust if he drank."

Marcus turned to Bryce with wide eyes. "That explainnnns a lot," he murmured.

Bryce rolled his eyes and turned to Chuck. "Can you fix him?"

"Uh…I'm not a doctor, buddy. But Ellie—"

"I don't need a doctor, Chuck! I need an engineer. I need an inventor. A mechanics expert."

"I can't help you unless the man runs on a clock," Chuck joked with a goofy smirk.

There was silence as Bryce stared at him with a blank face. Chuck looked at Marcus, whose chest was heaving in an incredibly choppy fashion. Then he looked back to Bryce. "Wait, hold on—"

"Chuck, I told you. Prototype 534. He's an automaton. And he's breaking. I need him fixed."

Chuck laughed nervously. "You were always a jokester, Bryce. Ha! Ha ha! Aha."

"I'm deadly serious this time, Chuck. And I need him fixed. I need him to be fully functional, at least until I can get him back to where he belongs." Bryce reached out and grabbed Chuck by the collar of his work shirt. "Can I trust you to fix him, Chuck?"

"I-I-I, uh-I…yes? But…he's a human being. I can't…" He sighed and hung his head. "I'm not a person doctor, Bryce! I fix clocks and toys and—" His own brain interrupted his words as he stepped forward and looked at the almost unconscious professor.

"You aren't listening! He's not a human being, Chuck. He's an automaton."

Chuck stared closely at Marcus, who stared back with drooping eyelids. "I've built some automatons in my day, and pretty good ones to boot—but never anything like…" Chuck moved even closer. He whispered in wonder, "You're a machine."

"I…am." Marcus' words came out in puffs of steam. He was winding down fast.

Chuck's eyes flicked back to Bryce.

Realizing he would have to prove it, the agent walked to the automaton and opened his coat, vest, and shirt again.

When he clicked open the hatch that covered 534's inner-workings, Chuck stepped up beside him and peered down into the machine. "He's a—I—but he—"

Chuck's eyes widened significantly, and his lips slowly stretched until there was a nose-wrinkling grin of wonder on his face. "This is quite possibly the most fantastic thing that has ever happened to me in my entire life!"

As he rambled excitedly, rolling his sleeves up and gathering his tools, Bryce couldn't decide if bringing the government's best kept secret to his best friend's doorstep was a good idea after all.

He heard a loud, overly exuberant exclamation of awe from the table.

"His heart is a clock, Bryce!"

This would be a long night.

A/N: Thanks so much to dispatchesfromdistrict7 for doing an awesome beta job way in the beginning stages of my writing this story. She gave me great ideas and helped me fix problems with the plot and ramble to her about character analysis. And she has just been a trooper. Thanks so so so much, friend! You're the tops!

Now that Chuck has made his exuberant appearance, I hope a few of you can breathe again. It will only get better. (wink!)

Review, my friends! I'd love to hear from you!