A/N: I'm glad to see a few of you are still sticking with me and reading Chuck Versus the Steampunk Chronicles, and all I can say to you lovely people is thank you so very much! You have no idea how encouraging it is to put a lot of work into something and get such great, in-depth feedback. You're all so great!

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: "Chuck" is not mine. Its characters are not mine. Though they might as well be, considering how often I think about them.

If you're goiiiing...to Saaaan Frannnciscooo...be sure to wearrrr some goggles on your heeead.

Because the smog in the SteamVerse...lemme tell you...


Chuck slung Sarah's knapsack over his shoulder as he trained his eyes on her back. The steam from their train and the one across the platform clouded the air, making her more of a silhouette than anything else. When he hurried his step, he was surprised when a small boy erupted out of a puff of steam and slammed right into his legs.

Before the little boy could bounce back onto his behind, Chuck grabbed hold of his shoulders and righted him again. The mother appeared, looking incredibly embarrassed and incensed as she apologized to Chuck and berated her son all in the same breath. It was impressive—perhaps one of those talents a person acquired when they became a parent…

Wait.

Where was Sarah?

He looked around in a bit of a panic.

Suddenly a pair of hands wrapped around his arm, someone having appeared at his side seemingly out of nowhere. Reminders of what Sarah had told him about the Intersect popped into his head, and thoughts about how many people probably wanted him dead, or worse, plugged into machines like an android, his head cut open and his brain picked at by—

Oh, it's Sarah.

He took a deep breath, letting the traumatizing thoughts float out of his mind at the knowledge that she was the one beside him and not someone meaning to harm him or turn him in. Chuck decided he really needed to get a handle on his imagination.

"What did I tell you about staying by my side?" she muttered close to his ear to be heard over the hissing and chugging of the train across the way moving out of the station.

"You told me to do it."

"Yes, I did."

"I'm sorry. A little boy ran into me. I was distracted."

She ignored him, her eyes scanning the crowd as the steam dissipated a bit once the train left. And then she was holding a silver ring between her fingers in front of him, still looking straight ahead. "Here."

"What is that for?" he asked, confused.

Sarah finally looked at him through her eyelashes, her features unamused as she drawled, "Your nose. What do you think? Put it on your finger. If we're going to find a place to sleep tonight, we need to be married."

Chuck's fingers almost fumbled the ring as she said that. "M-Mar—What?"

"I know it's uncomfortable, but this isn't the middle of California anymore. We're in a respectable city—well, as respectable as a city can be—and there are things that aren't done. An unmarried man and woman sharing a room, for instance?"

"Not done," Chuck replied, trying to keep his voice from shaking. "I see. Well…" He slipped the ring on the appropriate finger. "And what shall I call you?" he asked, feeling a bit courageous apparently. He just hoped he wasn't earning himself a poke from one of the knives he knew were hidden on her person at the moment. "Dear? Mrs. Bart—"

"Don't say your name," she snapped, clasping a hand over his mouth and forcibly removing him from the stream of passengers until they were safely hidden behind a ticket booth. "Chuck Bartowski," she whispered so softly he barely heard her, "is no longer in existence as far as you're concerned." His eyes bugged out and he straightened up a bit, meaning to argue. "For now!" she cut him off. "While we're here." He sighed, nodding. "You're Charles Smith."

"Smith?" he asked. "That's original."

Sarah's jaw clenched and he feared he had pushed her last button, as it were. "Look, Charles, I'm not all too happy about having to be Mrs. Smith, but nevertheless here I am."

Chuck couldn't ignore the pang in his chest at her words. Instead of letting it show on his face, he nodded mutely. "Sorry. Of course you aren't. What shall I call you, then?"

"Sarah."

He nodded again.

"Good. Now let's go see if there are rooms open somewhere. We can talk again when we are behind closed doors."

Chuck was silent as he let her guide him through the mass of travelers and out of the busy train station.

As they stepped out into the frigid San Franciscan night, a light fog from the Pacific having settled low over the streets, he heard the rumble of a dirigible passing overhead. When he looked up, he noticed there were many aircraft hovering over the city. Their lights created hazy glowing balls of white against the soot clouds they flew through, and he wondered for a moment if that was what fireflies looked like in the swamps of the South.

A patrol of five lawmen stomped past him, gas masks over their faces, their floppy caps pulled low over their ears, the lamplight glinting off of the shining badges pinned to their leather coats as they carried rifles propped against their shoulders.

Sarah gently pushed him to the side to avoid them and crossed the street, moving into the nighttime traffic of San Franciscans shuffling along the sidewalks. There was a loud ding near Chuck's right shoulder and he jumped a little into Sarah, turning to watch as a cable car barreled down the tracks in the center of the road before beginning its ascent up what had to be the most massive hill Chuck had ever seen in his life.

He was absolutely certain that his steam-mobile would never make it up that without dying and rolling back down the hill with no small amount of casualties.

It was another hour of climbing hills and detouring around patrols before Sarah tugged Chuck into a pub where he bought them each a mug of mulled wine. Chuck's limbs ached tremendously once he sat in his own chair after pulling Sarah's out for her. For a moment, he let himself ignore propriety and he put his arms on the table top, slumping forward to rest his forehead on them.

"I know. We will find a room soon," Sarah said. He heard the thump of her goblet being put on the table after she drank from it.

"Why aren't we in one now?" he mumbled.

"It's too early yet."

"Early? Half the country is already in bed right now," he explained raising his head and rubbing his hand over his scratchy face. He had not shaved in quite some time and he felt infuriatingly messy. He hated being untidy and at the moment he felt like a rumpled beggar who hadn't seen a tub in days. Chuck almost snorted as he realized he was well on his way to that.

He felt Sarah's eyes train on him as he pulled his watch out. "It's nearing eleven o'clock, Sarah. If I don't find a bed soon, my body won't care where it is. I'll just end up collapsing wherever I happen to be at that moment. In the middle of the road, perhaps," he finished in a testy grumble.

She rolled her eyes. "Do you always—?" Stopping suddenly, she bit her lip and looked around the rest of the pub.

"What? Do I always what?"

"Nothing. I was going to say something that's rather unfair. I stopped myself."

"Well now you have to tell me," he reasoned, bouncing his shoulders, bringing the warm liquid to his lips and letting it seep through his teeth. He moved it around a bit in his mouth, unprepared for the pleasant taste of cinnamon and clove. The spice gave him an extra spike of energy, one that would hopefully get him to their room without his body giving out.

She sighed. "I was going to ask if you always complained. Which isn't fair of me, considering what you have…" She leaned close. "…in your head."

"I appreciate the consideration, Mrs. Smith, but this hasn't exactly been a walk in the park for you either." She seemed to be looking at him closely for the next few minutes, as though she were looking at a puzzle she felt compelled to solve, and then she shook her head and looked down at her wine, raising the goblet to take another sip.

"Finish your wine. Let's go find somewhere for the night."

Chuck finished his wine as fast as possible, grateful for the warmth it left in his midsection, then followed Sarah past the other patrons and back onto the sidewalk. She pulled her coat closer about her body and he did the same, never having felt this chilled to the bone in his life, not even the nights he stood next to the ocean at the docks back home.

There was a breeze that picked up every so often that sliced right through his clothing and ate at his skin.

"So what now?" he asked as she burrowed into his arm, most likely for warmth than any attempt to cement their cover for passers-by.

"Now, we lie low and we wait."

"For what?"

"We wait for another threat to reveal itself, and then we move again."

He stopped in his tracks. "And what, do we continue this for the rest of our lives until I'm captured or killed? Or you, for that matter?"

"I don't know."

"You don't know? There's not a plan?" he asked as she brushed past him to continue walking. He spun and followed after her. "You're an…you know what you are," he said, lowering his voice and darting his gaze around to the people walking passed them. "Don't you people plan things?"

"No. I live my life on a day by day basis," she snapped over her shoulder.

Chuck had nothing he could say to that so he just walked beside her in silence, his hands shoved in his coat pockets and his hat pulled low over his ears in an attempt to battle the cold. What sort of intelligence agent lived her life on a day by day basis? It was certainly strange.

He wanted so badly to ask where they would get money, how they would eat, buy clothing and other necessities. And what about his life in Los Angeles? But he kept quiet for the rest of their quest for a room to stay in, because he could tell he had upset her somehow with his last line of questioning. And he had no great wish to further upset Sarah Walker. She was, at the moment, the only person he knew he could trust. And he didn't particularly relish losing her trust. (If he had it, that was.)

It was another twenty minutes before they found a three story inn nestled between a Chinese restaurant and a parasol shop. Sarah pointedly hung back once they stepped inside, so he took initiative and asked for one room. When the owner said the price, Chuck fished in his pocket for his money clip but found Sarah had pushed her way in front of him.

After less than two minutes, the offended agent had managed to finagle the price down to something more appropriate, but not before glaring at Chuck over her shoulder, causing the toy maker to wonder what he had done this time.

He handed her the money and she paid, snatching the key out of the owner's grip and tucking her arm through Chuck's.

Chuck couldn't help but frown deeply as the owner sent him a blatantly mocking look. Apparently, Charles Smith was something of a milquetoast, bullied by his beautiful wife. Yeah, well…at least he had a beautiful wife. Which was more than he could say for…

Chuck stopped that line of thought. This was not his beautiful wife. Sarah Walker—Agent Walker—wasn't his…anything. The ring on his finger wasn't a real wedding ring. All of this was a lie. The frown on his face deepened even further as they reached the top of the stairs.

"You know, we haven't an endless supply of money," Sarah said quietly in a piqued tone.

"What?"

"Hotel owners always ask for an arm and a leg, in case the guest is stupid enough to fall for it. You have to be better about money. If you can save somewhere, all the better."

Chuck blanched at the implication that he was one of those "stupid" guests getting swindled by hotel owners. "I'm not exactly a world traveler like you, Sarah. So I apologize if I come across as stupid. Maybe it will be better for the cover."

Pulling his arm away from her now that they were in the safety of the hallway, he snatched the key from her fingers much in the same way she had just done to the owner, and led the way to their room at the end of the hall.

"What do you mean, 'better for the cover'?" she asked behind him as he unlocked the door and pushed it open.

"The simpleton nincompoop being dragged to and fro by his beautiful and controlling wife," he grumbled, unconsciously holding the door open and waving her to enter first.

She frowned and swept past him into the room to light the lamp on the bedside table, turning on him when he followed. "You needn't get so huffy about it. I'm just telling you to take better care of our money."

Chuck shut the door behind him. "Our money?" He narrowed his eyes at her, pulling his coat coat from his shoulders and draping it over the nearby desk chair.

For just a moment, he thought he spotted a blush on her face, but then he wondered if it wasn't just the low light playing tricks on him. Sarah completely ignored that strain of the conversation, instead taking her own coat off and draping it over the side of the vanity's mirror. She continued her silence, beginning to unpack her dresses from the knapsack, hanging both of them in the armoire.

The toy maker sighed heavily, taking his hat off and turning it in his hands. "I apologize. You're right. I should be more careful."

Sarah looked at him over her shoulder, her eyebrow raised. She looked slightly confused, her hand stopping what it was doing for just a moment but then she quickly finished and turned to face him. "Good. Thank you."

Conversation was nonexistent from then on, and because Chuck had nothing else on his person to sleep in, he simply wiped the floorboards beside the bed with his booted feet to rid it of as much dust as possible and laid down, covering himself with his coat.

"Would you like a pillow?" he heard from the other side of the room. He was trying very hard to ignore the sounds of the uncommonly beautiful woman shedding her layers of clothing. It would do no good to dwell on the pleasant flutterings in his belly when he realized the amount of trust she must have in him, considering she was changing in the same room as a man she had known less than a month. A man she barely knew, barely liked—if she even liked him at all. But she trusted him, apparently. "Chuck? Are you asleep?"

The light dimmed until it was extinguished and he heard her cross the room and climb into the bed in the darkness.

"No. Sorry. Thinking."

"Would you like a pillow?" she asked again.

"No. Thank you."

"Are you not uncomfortable?" Her head suddenly appeared over the side of the bed and she peered down at him, her hair long and loose around her shoulders.

He darted his eyes away, lest he look too long, then shook his head. "I'm perfectly fine."

He wasn't. This was incredibly uncomfortable. But he thought there would be less of a chance of him falling asleep this way. When he fell asleep, the nightmares happened.

But he wouldn't tell Sarah that. He couldn't fathom any reason why she would need to know. As far as she was concerned, all that mattered was the blasted thing that was in his head.

Ever since Sarah told him on the train that there was actually a reason for all of the things that had been happening to him the last two months, the nightmares were more noticeable. It was psychological, perhaps. But establishing that theory didn't make them stop.

"Don't take this the wrong way, but I don't believe you."

"That's your business, I suppose," he murmured, turning his back to her, tucking his arm under his head.

There was silence and he could feel her blue eyes boring into his back. And then he heard her sigh and flop back down to the mattress. A few minutes of silence passed, then he heard her shift on the bed.

Not a moment later, a pillow landed on him with a soft thump.

Chuck smirked to himself, wedged it under his head, and shut his eyes.

}o{

The con woman lie wide awake in bed a few hours later. She had drifted off here and there, but for the most part, she spent her time listening to Chuck. It had taken hours for him to finally settle, his breathing evening out. She wondered if he had always had trouble sleeping, even before the government's darkest secrets were pumped into his brain.

Truth be told, Sarah was a little ashamed of her own relentlessness where the toy maker was concerned throughout the last two days. Her occasional impatience with him was completely unwarranted, considering everything he had been through. She had had a hard time absorbing the fact that the government thought of a way to put all of their information into a machine when Bryce told her about it all those months ago in Atlanta. But Chuck didn't just find out about the Intersect's existence last night, the way she had in Atlanta. He also had to come to terms with the fact that he was that machine now. The Intersect—something that seemed impossible in the first place—didn't just exist, it was inside of him.

Chuck had every reason to complain. And he had every reason to be afraid.

The worst of it was that none of it was his fault. Bryce had taken advantage of Chuck's skills and kindness and had now pulled him into a government conspiracy that could possibly lead to his death.

Taking a deep, quiet breath, she squeezed her eyes closed tightly for a moment. Then she rolled over until she could peek over the edge of the bed and look down at the man she had been thinking about since she turned down the lamp.

He was on his side, facing her, curled into himself with his coat twisted around his legs. At some point, he had taken his boots off. And she tried so hard not to be affected by the small hole in the toe of one of his socks, but God, it made her ache. Even as unshaven as he was, Chuck just looked so young, his arms wrapped around the down pillow she had thrown at him and his curls framing his head against the not-quite-white pillowcase.

She finally had to turn away from him, lest she acted on the sudden urge to reach down and push the errant hair from his forehead, or untangle the coat from his legs and lay it back over him.

Deciding that just turning over wasn't enough distance, she very carefully sat up and slid out from under the covers, putting her bare feet on the cold wooden floor and shivering, before standing up completely.

A blimp was passing overhead, rumbling so that the window rattled in its frame. She padded over to said window and leaned against it, peering outside at the quiet, fog-swamped street. The low sound of the fog horn from the bay broke her out of her reverie and her eyes caught the shadow of a man ducking into a door frame, turning his face away and pulling his hat lower.

He was tall. Big.

Sarah backed away from the window, then slowly pulled the shade down, going to the bedside table and reaching behind it to pull her revolver out from the small shelf where she had hidden it. Then she went back to the window and knelt beside it, edging the shade to the side slowly so that she could peer out into the street again.

The dark specter she had just seen was gone, but her skin was still prickling, the alarm in her head still ringing. Someone was following them. She knew it.

She was a con artist. She had been followed before. Too many times to count. But this wasn't just about her anymore. She had a traveling companion who was worth ten million of her. This couldn't be the same type of threat she usually faced; a spurned thug, or a mark coming back for revenge after she robbed him blind.

Sarah Walker had been running nearly her whole life, but it had always been for the job. Maybe a job that went sour. Or perhaps she had stepped on the toes of the Imperial Espionage League's clandestine operations, or on the rarer occasion, those of the Imperial Bureau of Machinery and Defense. She always got away with her life, and usually whatever prize she had been after as well. Bryce Larkin had been the closest she had come to failure. Her idiocy had nearly destroyed her, and all for a pair of blue eyes and a handsome smirk. She would never trust a smirker again.

Lust had clouded her judgment, she had let her guard down for just a moment, and she had almost ended up in the clutches of the IEL. But she had managed to turn the tables on the bastard with very little consequence. Until, of course, said bastard showed up during one of her cons and blackmailed her into being a personal bodyguard for what might just be the government's greatest weapon.

The thought of what the Empire might do to get Chuck in their clutches, and what they would do to him once they got him, left her feeling chilled to the bone. So she instead focused on the here and now.

Here and now, Sarah was stuck in a hotel room in San Francisco with a thoughtful, kind, and infuriating man who was too tall for his own good, and…well…too good for his own good. She nearly rolled her eyes at herself for that one.

Chuck was sleeping on the floor and she knew she should have insisted he take the bed and she sleep on the floor, or that they shared the bed. But while he still seemed to confuse her at nearly every single turn, even after knowing him almost two months, she was absolutely certain that nothing she could say short of holding her gun to his head would persuade him to sleep anywhere but where he was at this moment. And he would certainly go running for the hills if she pointed her gun at him. She wasn't ready for things to come to that. She wouldn't let things come to that.

Even in her brown cotton trousers and button-up shirt, something that left plenty to the imagination, she couldn't imagine Chuck relenting to share the bed. He didn't even pause before lying down on the floor, when their cover would have made it perfectly acceptable for him to climb straight into the bed.

In a world that was fast falling apart, civil wars and widespread crime on the rise, he was struggling to keep propriety where it was arguably unnecessary—at least as far as she was concerned.

She slid down the wall to sit on the ground, leaning her head back with a thump and sighing. Everything had become so complicated where before it was easy. Pulling a con and running, pulling another con and running, spending loads of money, blowing a con and going into hiding somewhere far away, then pulling yet another con and running again. Disguises were simple. Acting was a piece of cake. Manipulation, larceny, forgery, persuasion…it was all too easy. It was formulaic. Follow the pattern.

And now she had a charge. A toy maker who was incredibly sweet. Too sweet. So sweet it made everything that much more difficult for the hardened criminal she knew she was.

He depended on her, and she realized that she unfortunately depended on him, as well.

If someone caught up to them and managed to get Chuck away from her, or worse, if Chuck ended up dead, Sarah wasn't sure what might happen to her, nor was she sure of what might happen to Jack Burton. It scared her, when before nothing in the world could have scared her.

She didn't have time to wonder if the Intersect's protection was really her priority, or if the man housing the thing was, because she heard a soft groan, a rustling sound, and then saw Chuck's tousled head pop up from the other side of the bed.

"Sarah?" His eyes dropped to the mattress, blinking in confusion at the emptiness of the bed. She watched as his eyes swept the room until they landed on her. "Are you alright?"

She ignored the sudden flood of warmth inside of her. "Mm. Fine. Go back to sleep."

"Why're you on the floor?" he asked, mumbling tiredly as he rested his arms on the mattress and hunched forward a little.

"Well, you're on the floor, aren't you?"

He looked as though he didn't quite know how to answer that, the cute little line appearing in between his eyebrows. "Uh…yes. I am." He shook his head and hoisted himself up from the ground, swaying a little once he stood to his full height. As though self-conscious, he brushed his hands over his trousers to rid them of the dust and climbed onto the bed, most likely so that he could see her better. "Is everything alright, though?"

"I said I'm fine."

"Then why are you holding a gun as though somebody is about to climb through that window?" For some reason, she detected a hint of humor in him, even though every time he had managed to catch a glimpse of one of her weapons before, she saw a stab of panic in his brown eyes.

She looked down at the gun and snorted softly. "It makes me feel safe."

Sarah bit her lip then, because she hadn't meant to say that out loud.

Chuck wrinkled his nose. "You know, when I was a wee little guy before my…significant growth spurt, I had a stuffed dog. He made me feel safe. Looking back on it now, though, I'm sure a gun would have made me feel much safer." His eyes sparkled in the dark and she couldn't help smiling and shaking her head at him with a faux glare.

Realizing her sentry post at the window wasn't going to do them any good, Sarah climbed to her feet and moved to the bed, crawling back onto the mattress and folding her legs beneath her, resting her hands on her thighs. "You should get some more sleep. We know not what tomorrow may bring." She raised her eyebrows pressed her lips together in a thin line.

"I can't sleep now."

"You're a liar."

That made him laugh quietly. "Mm." He shrugged. She looked down at the space between them on the bed and felt his eyes on her. It made her wonder why it didn't bother her as much as it should have, being the object of his warm gaze. Then he snapped his fingers and flung himself back to his feet, kneeling down to pick his coat up off of the floor.

Sarah watched with one raised eyebrow as he clambered back onto the bed, crossing his legs in front of him as she rummaged through the pockets of the coat. "I nearly forgot about the biscuits. Do you want some?"

She gawked. "You stole them from the restaurant?" she asked, taking the cloth handkerchief from him as he proffered it to her, unfolding it to reveal eight rectangular shortbread cookies.

"Stole is…a bit harsh." He smiled, a little unsure all of a sudden, as though remembering he was sitting in front of a government intelligence agent. Little did he know that was just another thing he was being lied to about. She shook that thought out of her brain and focused on the way he seemed so much younger when he shyly rubbed the back of his neck. "I took them off of a table where an older couple had been sitting. They probably would have been thrown out anyways because the couple had already left by the time we were finished."

Sarah suddenly found herself seeing Chuck Bartowski in a new light—which was really becoming a strangely frequent occurrence. She knew nothing of Chuck's childhood, really. Bryce had not said anything except that they had been boyhood friends at the orphanage. But it was certainly strange for someone like Chuck not to walk right past that stack of cookies. She couldn't help wondering at the toy maker's childhood, wondering if he had ever had to do this before to survive. It only made sense. Why else would he not even blink about taking food of of a table that was not his own?

It truly wasn't that momentous, swiping cookies off of a table that others had already paid for but had not eaten. But Sarah never would have thought Chuck would do it. Did the toy maker know what hunger was? Real hunger? The hunger that made that boy in the market steal the bread? Chuck had been so quick to defend him, to help him get away from the patrolman's unjustified wrath. What if it wasn't just an act of bravery and kindness, but one of shared experience? Empathy?

Sarah swallowed thickly and broke off the end of one of the cookies with her teeth, letting it melt between her pallet and tongue for a few seconds before chewing it. She watched his hand dart out to grab one of the cookies, before taking out half of the thing with one bite. He smiled around the cookie, his eyes drooping tiredly. Part of her wished he would just go back to sleep. But the other part of her wanted to stay just like this, munching on shortbread and watching Chuck get crumbs in the bed, because it was like it had been when he was just an optimistic young toy maker who thought she was a waitress—a regular girl. Sarah wasn't sure which part of her was more selfish.

"I would be lying if I said I wasn't impressed, Bartowski. I didn't even see you go for them."

He just smiled softly. "I'm a practiced hand."

She just barely covered before he could see her jump. The wink he sent her only confused her further. Was he teasing about being a practiced hand? Or was he serious? Or was he only partially serious? Did Chuck used to be just like the boy whose life he saved that fateful day when she first met him? Scrounging for food on the streets? She couldn't imagine Chuck and Ellie doing that, but…

She really had to move past this. And she bit into the next cookie distractedly.

"Wish I had grabbed a bit more of that wine, or perhaps tried the rice malt they were selling. Shortbread always makes me thirsty."

"I have a flask in my coat. We'll be fine."

His head snapped up and he stared at her wide-eyed.

"What?" she asked.

"Nothing. Sorry. I just…" His features melted into amusement. "I didn't think you were the type, Agent Walker."

She made a face at him. "I don't drink on the job, but that doesn't mean I don't enjoy it here and there. I'm a spy, not a missionary."

"I have it on good authority that missionaries enjoy a good strong drink as much as the next fellow."

Sarah giggled. "Well, there's nothing I can say to denounce your good authority."

With a grin, he got up from the bed and walked over to her coat where it was hung in the armoire and began searching through it. He turned to glance over at her in confusion. She chuckled and thrust an arm out. "Give it to me." He gently took it from its hanger and tossed it across the room to her. She swiped it out of the air, reaching into one of the inner pockets and producing the brass engraved flask.

She set her coat aside and unscrewed the lid, taking a small sip and licking her lips before handing it to him while he settled in front of her again.

"I think I felt some sort of notebook in the coat of yours," Chuck started, but she sent him a look that could freeze hell and he quickly backtracked. "Im just mentioning it, that's all."

"You keep your cookie-stealing hands out of my things, Chuck, or so help me…" She pointed at him with another cookie.

"As curious as I am about what you've written in there, especially because it must be important considering you threatened deadly harm with a cookie over it…I won't. I promise." The sincerity in his eyes as he met her gaze assured her that he meant every word, so she conceded with a nod and took a bite out of the shortbread weapon. "Sarah, may I ask you something?"

She looked down and saw that they had officially polished off the cookies. They had been delicious, exactly what she needed to make her feel comfortable. With a bit of a smirk, she snatched her flask from Chuck's loose grip and took a massive swig before handing it back to him and reclining back on her pillow.

"You may ask. Though, I warn you. I may not answer."

After taking a gulp from the flask, he winced, which melted into a bit of a crooked smile. Because that particular smile was one she couldn't remember seeing before, she tried to study it and found herself looking away instead. She didn't particularly want to study the way that crooked smile stoked a small fire in her midsection.

She heard Chuck screw the lid back onto the flask and saw him recline against the bed in her peripheral. Apparently a bit of whiskey was all he needed to feel comfortable flopping himself onto the bed, propriety be damned. Or maybe he was just that tired.

"You said you were the only one Bryce could trust. Why? Were you partners?"

What was one more lie? "For a little while."

"Hm."

She looked down at him and saw that he was watching her closely, alert and studious. "You must be close, though, if you were willing to play babysitter or…bodyguard is nicer, I suppose…when there are better things out there for a spy to be doing."

"Chuck, it wasn't that. You're incredibly important."

"And dangerous."

Sarah could see that he didn't say it to incite pity or sympathy. It was cold, hard fact. He was dangerous. He was a weapon. An arsenal of information that, if it ended up in the wrong hands, could potentially mean the end of the US Empire. Or the world perhaps? Maybe that was a bit melodramatic…or maybe it wasn't. Chuck was intelligent, though. And he knew the implications of all of this.

"Potentially," she replied. "There wasn't any way for me to say no to a request like that. And he knew that. You're important, Chuck." God, the lies. She had never suffered from guilt over lying in the last fifteen or more years of her life and yet, at this moment, she was quite nearly drowning in it.

But what sort of person would trust a con woman with his life? Not even someone like Chuck Bartowski could manage that. The distrust and fear she could handle in anyone else. But not him. She didn't want to see that swirling in his amber eyes. And she hated it.

Lying was a part of her job, a part of her identity, her person. Lying had been the biggest part of her existence since she was a child. Who was he to dictate when she should feel guilty about telling a lie? And that was it, wasn't it? He wasn't dictating at all. This was all on her. She had let him get under her skin, if only a little. Even Bryce hadn't done that, as much as she had acted like a fool over him. She lied to him ten thousand times over during their extremely short affair. And never once had she felt guilt.

"The Intersect, you mean…" he murmured softly.

Sarah was silent for a good three minutes, before she finally whispered, "That's not what I mean."

But when she turned back to look at him, he was dead to the world, the flask tipping out of his fingers as they went limp, his breathing heavy and even, his other arm hanging off the edge of the mattress. Pursing her lips, she grabbed her flask, slid out of the bed, redeposited it in her coat pocket, and walked around to his other side.

With the skill of a master thief, she gently and silently slipped the sheets out from under him and draped them over his tall form, then knelt down to pick up his pillow. She slid her hand under his neck, wincing when he made a soft snorting sound, then carefully lifted his head just enough to slip the pillow beneath him.

She resisted the urge to smooth his hair back and instead picked up his coat, draped it over the chair and went to her side of the bed to get under the covers. Sarah turned her back to him, listening to his breathing, infinitely glad he had fallen asleep when he did.

}o{

A few hours later, Sarah blinked her eyes open and saw beams of light spilling through the window shade and…

Oh no.

She hadn't meant to fall asleep.

Turning over, she saw that the bed was empty and she sat up so quickly, she felt a bit dizzy afterwards. "Chuck?" He wasn't anywhere in the room. Oh God, where was he? What if the man outside had…

Shaking her head, she kicked her sheets off and leaned down to start putting her boots on her feet. She would find him and she would God damn never sleep again.

And then she heard a key slip into the door and jiggle around. In moments, her gun was in her hand and she was on her knees, using the bed for cover as she pointed at the man walking in with…fruit?

Chuck stumbled a bit, his eyes wide and his face pale. "Just me! It's just me. It's alright."

An apple flopped out of his arms and hit the floor with a thud, rolling about a foot before it stopped.

Sarah felt relief flood through her as she lowered the gun and buried her face in the mattress. Then the ire spiked in her chest and she looked up at him with a glare as he shut the door behind him and bent down to pick up the apple. "What in God's hell are you doing leaving this room without me?"

She climbed up from her knees and set the gun on the bedside table.

"I…Sorry?" He blinked.

"Chuck, there are countless terrorist organizations who would tear apart entire cities looking for what's in your head if they knew it existed, and you go out for a morning jaunt without the one person in the world who's trying to protect you?"

Chuck winced and shrugged, his face apologetic. "I wasn't thinking about it." Then he looked a little annoyed as he tossed the collection of fruit into the center of the bed. "You know, it's rather difficult getting used to the fact that everyone on this planet either wants to experiment on my brain or kill me. So pardon me if I forget I'm a fugitive and I venture outside to get some breakfast sans bodyguard."

She put a hand to her forehead and sighed, trying to calm down. The idea of Chuck being in the clutches of the IEL or IBoMaD or some bastard criminal organization, or an illegal weapons trade mogul, or…

Maybe she had overreacted a bit. But she was also half asleep at the time. "I'm sorry. I suppose I was just worried."

"You don't have to worry. The Intersect is safe." She watched him look down at the food, the bit of light in his eyes dimmed significantly. Instead of dwelling on it, she went to the window and pulled the shade up, letting the morning light spill into the room.

"So I was thinking this morning when I couldn't sleep." Sarah turned and saw that he was picking his jacket up off the floor, realizing he must have woken up sometime early in the morning and moved to sleep on the floor again, the idiot. "And you are right about saving money wherever we can. I found a grocer who was selling fruit that no one bought yesterday and I managed to get him to hack off some of the price."

"How could you tell it was a day old?" she asked.

"It's easy." He picked up an apple and turned it over. "Grocers don't put this kind of product out unless they're desperate to sell. Desperate to sell means it didn't sell the day before. Look at the bruise here. But it's still edible. I just wouldn't serve it at a dinner party and…well…we aren't exactly having a dinner party, are we?"

Sarah found herself grinning brightly. She had to admit, he was brilliant.

"Sorry, it's just that Ellie and I found ways to be…Well, we're cheap."

She reached down and grabbed a spotty banana, crawling onto her knees on the bed and peering up at him. "I like the word frugal. It sounds better."

Chuck laughed and joined her on the bed, snatching an apple and taking a massive, loud bite out of it. As he chewed, he shut the eye closest to the apple and looked up at her with the other as she tilted her head curiously. "This is the test. If I look down at this apple and see half a worm, I'll know—"

"That the other half is in your mouth?" she interrupted, giggling.

"That, yes," he chuckled. "But I'll also know I should have asked for a lower price."

She grinned as he turned the apple to her. "I can't look. Am I alright?"

"No worm," she declared with an emphatic nod.

"Oh God, that means I ate the whole thing!"

He looked so repulsed and Sarah laughed hard enough that it took her awhile to peel her banana.

"So what do we do today?" he finally asked after a few minutes of silent eating.

"We keep a low profile."

"Does that mean staying in here?"

"Not necessarily, no," she answered with a shake of her head. "But it does mean you aren't allowed to wander off on your own. And I mean that." She pointed at him and pursed her lips.

"Understood, Agent Walker."

There was none of his teasing this time as wrung his hands in his lap, that line between his eyebrows showing again. She watched for a moment, then tilted her head. "What's the matter?" she prompted.

He gave her a flat look. "Would you like me to start with the part where I've been infected with the knowledge of all of the government's most secret secrets? Or the part where I'm on the run from a very large, terrifying man who may or may not want me dead because of those secrets? Or is it—"

"Alright. You can stop now," she interrupted, just barely keeping from rolling her eyes. "I should warn you that sarcasm has never been at the top of the list of things I appreciate. So while I am completely aware of everything going wrong in your life, there is absolutely nothing I can do to help you with that. What I can do is protect you. And perhaps help you solve whatever smaller issues you may be having at the moment. So I will ask again: What's the matter, Chuck?"

Sarah was very much surprised to see that Chuck did not retaliate to her snappish tone with one of his own. Instead, he sighed and stood from the bed, pacing over to the window and looking down into the street. She watched his profile as his shoulders bounced once, his jaw clenching and his eyes a little intense.

"Why did Bryce do this to me?"

She really had nothing to say to that, although part of her almost wanted to remind him that Bryce technically didn't mean for Chuck to get the Intersect in his head. But because she was still angry with the IEL agent, and because the fact remained that Chuck's plight was completely Bryce's fault, she kept silent.

"I mean, he had to know how important and dangerous that automaton was—the Intersect, I mean. He had to know bringing that into my shop could get me into a lot of trouble. And the way he left it there with me. I mean, what was he doing? How could he do that to me?" Chuck pushed his hand through his hair and she watched while it flattened for just a moment before springing back to where it was before.

"I don't know what he was thinking, Chuck," she answered quietly. "And it doesn't matter now. There is nothing we can do to reverse it. All you can do is move forward, stay alive, bide your time until Bryce can find a way to get it out of your head."

He spun on her, his eyes big and hopeful, his brows knit. And she immediately felt guilty for putting the thought in his head. "Can he get it out? There's a way to get this out?"

Sarah just shook her head with a small shrug. "Honestly, Chuck?" He nodded. "I don't know. But I hope so."

He slumped and leaned his shoulder against the window, reaching up to gently wipe a finger down the glass and looking at his finger. He wiped his hand down his trousers and shoved his hands in his pockets, pushing away from the window and crossing the room again. "I suppose we will find out sooner or later. All I can do now is to stay alive, huh?"

"Exactly."

Chuck sighed again and nodded. "So, what then? We just…sit here and twiddle our thumbs?"

Before Sarah could respond, there was a loud sound outside that resembled the clash of cymbals. Then there was the loud toot of a trumpet and the sound of a gathering, chatty crowd. "What's happening?" she asked, clambering off of the bed and walking to the window.

"A parade?" Chuck asked, suddenly right behind her. His face leaned over her shoulder and she cursed the shiver that wracked through her when she felt his breath flutter a tendril of hair at her temple.

"It must be."

"I already know what you're answer will be, but I have to ask anyway…" She saw him turn to look at her, still having not moved away from where he was nearly pressed against her back. Sarah looked up at his face with a raised eyebrow when he didn't continue after a few moments. Then his face collapsed into a sheepishly hopeful look. "Can I go out there to see it?"

"You could see it better from here."

He opened his mouth to protest, she assumed, but then he stopped, frowned, and finally shrugged. "You make a good point."

She smirked a little and stepped away from the window, allowing Chuck to step up close and watch the proceedings.

"You aren't watching?" he asked, looking over his shoulder as she walked to the desk and sat in the chair, lifting her feet to prop them on the desktop.

"No."

"What, you aren't a fan of parades?"

She merely shrugged. "They're all the same to me. Trumpets, fanfare, important people riding in carriages and waving their gloved hand out of the silk draperies covering the window."

Chuck raised an eyebrow and she wasn't able to really decipher the small smile on his face before he turned back to look out of the window. "Suit yourself, sourpuss."

She rolled her eyes and crossed her arms, snuggling further into the chair and keeping her gaze on Chuck. Now that he was facing away from her, she could properly study him. The slump of his shoulders as he leaned his forehead against the glass, the beginnings of a mustache and beard on his face from days of not shaving.

For a moment, she allowed herself to wonder what it would be like if the Intersect was stuck in this man's head for the rest of his life. Would Bryce force her to continue protecting him? Would they be forced to be on the run forever? Would forever at Chuck Bartowski's side be all that terrible?

Immediately crushing that thought dead, the con woman wondered how much longer Chuck would last living a life on the run. It had only been a few days, and already he looked tired and beaten down. Granted, the knowledge of what now lie in his brain could not have helped in that regard.

And even though she had not told him the full truth of her identity, with good reason, Sarah knew she had hurt him. The extent of that hurt wasn't as clear, but he was hurt. And she hated that it made her feel guilt, and perhaps a hint of something she couldn't quite place. Shame, perhaps? Embarrassment? Disappointment? She didn't know.

But she had seen it on his face when he finally realized she was only spending time with him because she had been tasked with his protection, and not because of any personal feelings she might have for him. She had seen the way his once vibrant amber eyes dimmed to a dull, hard brown. His shoulders slumped. But the thing that really shook her, even now as she thought of it days later, was the way he had accepted it so quickly. As though it made sense to Chuck that the only way she would ever spend time with him was if she were forced.

Even though he had hightailed it out of the compartment immediately after that, Sarah Walker had watched as his confidence was shattered into a thousand particles and swept out into the night sky as he opened the door and exited.

Something indescribable churned in the depths of her chest.

"Now who's this fellow riding the carriage? He seems important but I can't see his face yet. There's a flag in the back and I cannot for the life of me remember which nation it is."

"What does it look like?" she asked, peering into the mirror as she fixed her hair into a more manageable style with an effortless bit of skill.

"It's white with two black stripes running along the top and the bottom. And—"

"Is there a black eagle wearing a crown and holding a scepter in one talon, an orb in the other?"

She looked away from the mirror, having finished with her hair, and watched him squint a little. "I believe so, yes."

"It's Prussia."

"Oh." He paused, then stepped away from the window for a moment, producing a newspaper from inside of his jacket that she hadn't noticed before. "I picked up a copy of the Chronicle. Maybe it will tell us…" He paused, opening the paper and scanning the front page. "…what this parade is for and why the Prussians are here."

"Well, since it's a parade and not the militia, it must not be war."

Chuck sent her an unamused look to which she replied with a nonplussed shrug, then he went back to the paper. "Ah, it says here th—" He stopped suddenly, swaying a bit on his feet as his eyelids fluttered. She had seen it before.

Springing to her feet, she crossed the room in two strides and steadied him. Luckily, he didn't seem as though he might loose his footing this time, which made her wonder if he was starting to get used to these…episodes, she supposed she might call them. "What is it, Chuck? Are you alright?"

"Mmnng," he mumbled, shaking his head a little and reaching up to pinch the bridge of his nose. He finally looked up at her, his eyes cloudy but alert. "I'm alright. I flashed on the article. The man outside in that carriage…" He turned, letting his voice drift off as he peered out of the window again. "That's Wilhelm II's Ambassador to the United States Empire. His name is Albrecht Huber, once commander of the Pacific sect in the Prussian Air Force. A decade ago, Wilhelm promoted him to ambassador. According to the newspaper—not the Intersect—Commander Huber is on a goodwill tour throughout the mainland. It's the twenty year anniversary of the Baltic War, when the Scandinavian Union attempted to invade the Kingdom of Prussia unsuccessfully, thanks in large part to our Navy and Air Force coming to their aid."

"Yes, I know the Baltic War, thank you," Sarah drawled. "I suppose that's rather nice that he's on a goodwill tour," she shrugged.

He made a noncommittal sound and folded up the paper again, turning back to look out the window. Sarah finally joined him and watched the mustachioed fellow's carriage pass by, his gloved arm up and waving at the San Franciscans lining the streets to get a look at the procession.

Suddenly Chuck swayed beside her again, his shoulder bumping hers as he leaned heavily against her. "Chuck? What are—?" She turned and grabbed him, keeping him upright by pinning him against the window a bit. "Did you flash again?"

"Damn it," he breathed.

"What?"

He put a hand against the wall beside the window and turned to her, his features hard and intent. "The ambassador—Commander Huber."

"What about him?" Her hand gripped his jacket's lapel as she looked into his face.

Chuck swallowed thickly and shook his head, blinking quickly before focusing on her.

"Agent Walker, somebody is plotting to assassinate Albrecht Huber."


A/N: NEIN! Nicht Albrect Huber!

JA!

Hope you guys have plenty of warm things to wear because the next few chapters are just going to get colder and colder. I'd love to hear from you all! What are your thoughts/concerns? Tell me! I must know!

Danke!

SC