A/N: Happy to say, I don't own Dr. Lazlo Mahnovski. I don't really like the guy very much at all.

XXXXXXXXXXXXXXXXXXXXXXXXXXX

Santa Monica Pier is one of the premier tourist attractions in the beachfront neighborhood of Santa Monica. Although, many would argue that the beach itself, miles of white sand bordered by the beautiful blue waters of the Pacific, was the real draw.

The Pier was occupied by stores, restaurants, and event locations, everything from an actual amusement park to a beautiful historic carousel. The Playland Arcade, on the Pier, was a classic old game arcade catering, as their slogan said, to kids and kids at heart. It was a nice sunny day when Chuck ventured inside it on a mission.

He stopped just through the doors and allowed his eyes to get used to the dimmer light. Once he was able to see adequately, he began to survey the crowded room, looking for his target. There was a smallish crowd playing games, and it didn't take too long for Chuck to spot the trademark green shirt of a Buy More employee. Chuck's mission was to get said Buy More employee back to the Buy More where he presently belonged.

"Morgan, where have you been? Where have you been? I've been trying to call you," he told Morgan.

"I...uhhh...I picked up the Sandworm costume from the dry cleaners. The ranch dressing from last year totally came out, so we're all good. You ready to win another Buy More costume contest?"

"No, no, no, cause you're supposed to be at work, buddy" said Chuck, as Morgan was putting on the strap of a guitar from the Guitar Shredder video game.

"But I got ten big ones riding on this quote unquote video game...so, can I just have a...this guy's been handing me my ass all week." Morgan waved to someone off to the side of the arcade.

A disreputable looking wild-haired guy in a tan raincoat (who wears a raincoat on a sunny day in southern California?) stepped over to the game and picked up the other guitar.

"Time to return the favor," Morgan said to Mr. Raincoat. Chuck flashed. Aw crap, he thought. This sucks. He so wanted to tell Morgan to watch out, that this guy was dangerous, but stopped himself. He had been trying really, really hard not to blurt out stuff he flashed on. He turned away from the two avid contestants and battling guitars and spoke into his watch for a few seconds.

Turning back to the men, he watched the game progress. Eventually Mr. Raincoat, who he now knew was Lazlo Mahnovski, won the game against Morgan. Morgan said, "Damn. How about best two out of three? Hey Chuck, can you spot me a ten?"

"Sure, little buddy," said Chuck, reaching for his wallet. Mr. Raincoat looked at him for the first time, focused on his watch, and seemed to panic a little. He abruptly put down the guitar and turned away from the game.

"Hey wait. I owe you ten bucks. Come back. I'm not a welsher. Hey, wait...where'd he go?"

"Dunno, Morg. Let me look for him. You stay here in case he comes back. If I'm not back in five minutes, go to work, buddy," said Chuck as he followed Mr. Raincoat into the crowd. He looked around to catch sight of the man. His height was an advantage in that effort, but so was the fact that a raincoat stood out pretty starkly against the casual wear of the people in the arcade. He saw the man pull on a black backpack and check over his shoulder with a hunted expression. Seeing Chuck watching him and approaching, he apparently decided not to run. Instead, he came straight at Chuck with a somewhat crazed look in his eyes.

Grabbing Chuck by the arms he demanded, "How did you find me? How did you find me? Who else knows I'm here? Who do you work for?" He sounded on the edge of panic.

"No one, No one. I don't know what you are talking about," said Chuck.

"I know you're a spy," said Mr. Raincoat. "Your watch. I designed that watch for the NSA. Are there other agents waiting for me outside?"

"Wait a second. You designed this watch?" asked Chuck, holding his hands up in a 'slow down' gesture.

"Yeah, now tell me..."

"Just the hardware or the software too? The app for the phone? Did you do both?"

"Both, both. But listen..."

"Cause the software you wrote sucks," said Chuck.

"If there are others outside...wait, what?"

"The software. It sucks. The hardware is ok, but the software..."

"It doesn't suck, you idiot. You don't know what you are talking about. I have a PhD. I design the best..."

"Naw, it sucks. At least it used to. I had to re-write it."

"You what? You re-wrote my software?" asked Mahnovski. He sounded quite offended.

"Yeah, I re-wrote it. You could only give the location of a tracked target in two dimensions. What happens when your target is in a multi-story building? You have no idea where the target is. You have to wander around the whole damn building looking for it. The software sucked. Sorry."

"That limitation couldn't be helped. There isn't an independent antenna system..."

"Oh, come on, Mr. PhD...or is it Dr. PhD?. Didn't you ever think about using the other transceivers?"

"Hhhhuuuuumm...To triangulate...yeah, that might work...if there were enough transceivers around you could get the altitude..." He paused and looked thoughtful, one hand raised to his chin, eyes a little unfocused as he ran through the permutations.

"Not 'might work', dude. It works. I re-wrote your software to do it. This watch and the app on my phone are loaded with my rewritten stuff," said Chuck.

"That's pretty smart...so you're a tech guy, like me. Where'd you get your PhD?"

"I didn't. I studied computers in college, but I...left before I graduated."

"Are you one of those brilliant dropout guys, like Bill Gates or Steve Jobs?"

"Yeah. That's me. Brilliant. Can't you tell?" asked Chuck. He stuck out his hand and said, "I'm Chuck."

Shaking Chuck's hand, he said, "Lazlo. Well, if you're a tech guy, why did they give you a spy's watch?"

"Who said they gave it to me? I like to try out the stuff I work on. Like a beta-tester. I took it to see what I could make it do," said Chuck.

"Show me the code you rewrote," demanded Mahnovski.

"Not here, Lazlo. Too many people around. Come on," Chuck said, leading him out into the bright sunlight on the Pier. They began to walk. "What's with the raincoat, by the way? It sort of stands out. Looks a little creepy, to be honest." Chuck knew the man was on the run, and was curious to hear the answer.

"I don't know. I didn't think about it. The government...that you work for...has kept me in an underground bunker for years. I never even get out to see the sun. They've locked me away and forced me to create devices for them...for their spies and intelligence agents."

"So, you're like Q," said Chuck.

"Who?" Mahnovski looked confused.

"Q. From James Bond? The guy who makes all the gadgets for Bond.." Chuck looked at the man aghast that he didn't get the reference. How could you not get that reference? It wasn't even obscure, he thought.

"The fictional spy? I don't know. I've never seen one of those movies. Are they good?"

"Wait a second. You've never seen a Bond movie? How is that even possible? Everybody's seen those movies."

"Um, no, Chuck. Bunker, remember."

"When did they put you in the bunker, Lazlo? When you were an infant? Cause some of those movies predate your dad, I think," said Chuck.

"I guess I was studying too much before then," said Mahnovski, looking a little like he'd been caught in a lie. "Before the government took me and locked me away."

"Ok, I guess. That makes more sense. But still, never took the time to see Bond. Man. Well, the good news is you're out now, at least," said Chuck.

"Not so good. They framed me for murder and they're hunting me."

"The government is hunting you? For murder?" asked Chuck, stopping in his tracks. "Holy shit."

"Yeah, but I didn't do it. I'm not a killer," he said with a crazed look in his eyes. "I thought you were an agent. From the watch. I thought you were an agent. That's why I got worried. I thought there would be a swarm of agents out here to arrest me, but you're just a tech guy, like me."

Walking once again, he said, "Well, I don't want to give you any advice about being hunted by the government. I don't know anything about that. But I think you should see a lawyer. You know? A good lawyer. I wouldn't try to take on the government without a good lawyer."

"Do you know any lawyers?" asked Mahnovski.

"Me? No. I mean except the ones I see advertising on TV. But I'm not sure those are the best ones, you know? I have a feeling that the good ones are the ones who don't advertise on TV. But I don't really know. Hey, here we are. Let's get something to eat and I'll show you what I did with your software. You ever have funnel cake?" They had arrived at the food court for Pacific Park, the amusement park on the Pier.

"No, what's that?" asked Mahnovski.

"It's like fried dough and they put whipped cream and stuff on it. Maybe chocolate sauce. Ice cream. You have to try it."

"Sounds good. I haven't had anything like that in years. Ever since they locked me up. They only give me MRE's to eat. You know, from the military. The food comes in sealed packets. And I have to eat them cold. They won't even let me heat them up."

"Oh, man. That sounds like it totally sucks. Our own government does that to you? How can that be?" asked Chuck.

"You can't be naïve, man. The government is out to get us. They don't give a shit about us...about anybody. Guys like us, if you perform too well for them, into a bunker you go. They don't want to lose your services, so they just take you. To hell with your rights."

"How is that legal?" asked Chuck.

"They don't care if it's legal. They just take what they want and screw the rest of it. You've got to wise up, man. See the truth. We have to fight those assholes. Fight them all. The government is the enemy," he said, with increasing passion. He was getting himself angry and seemed to be on the verge of losing control. This guy is more than a little unhinged, thought Chuck.

They got to the front of the line and ordered funnel cakes. Chuck choose whipped cream and strawberries and Mahnovski choose whipped cream and chocolate sauce. At the cash register, Mahnovski said, "So, um..I'm sort of strapped...can you...?"

"Yeah, sure. Don't worry about it, Lazlo. I got this. Anyway, my buddy owes you ten bucks," said Chuck, as he bought both funnel cakes. They made their way to an empty table and sat.

Chuck said, taking out his phone, "So, here, let me show you what I did with the app."

Mahnovski said, "How long did it take you?"

"Overnight," said Chuck.

"What? Dude, you must be brilliant. That's crazy fast. How many re-writes after beta?"

"None. It worked," said Chuck.

"You wrote it overnight and got it right on the first try? And you're a college dropout? You're at risk, man. Performance like that and you'll end up in a bunker like me."

"Maybe I should call a lawyer too," said Chuck.

"I don't know about that. Hey, what did you call this thing again?"

"Funnel cake," said Chuck.

"Looks good, Chuck. I'm looking forward to it," said Mahnovski cheerfully as he put his face straight down into the whipped cream and chocolate sauce and stayed there.

Chuck looked up and said, "Hi, Case. Hi, Fitz."

Casey plucked the tranquilizer dart from the back of Mahnovski's neck and said, "Hey, kid. You good?"

"Yeah. No worries," said Chuck.

"Hey, Carmichael. You miss me?" asked Fitz.

"Yeah, but my aim's improving," said Chuck with a smile, giving Fitz a fist bump. Fitz groaned at the bad joke.

Casey and Fitz each grabbed an arm of the unconscious Mahnovski and Casey asked Chuck, "Are you gonna to help us?"

"Case, I just got a funnel cake. With strawberries. I'm not leaving it here. If you want to wait until I finish it, I'll help you then. Or you can go get your own funnel cakes and sit with me. He's not going anywhere," said Chuck, gesturing to the unconscious Mahnovski, still face down in whipped cream.

"Naw. You go ahead and relax while Fitz and I do the real work. Don't feel guilty."

"Ok," said Chuck with a smile. "Thanks, I won't," as he began to eat his funnel cake and strawberries.

As they were carrying away Mahnovski, Chuck heard Fitz tell Casey, laughing, "Well, that reverse psychology didn't work too well, Major."

Casey just grunted.

XXXXXXXXXXXXXXXXXXXXXXX

A/N2: Surprise. That's it. That's the whole arc for Mahnovski. (I can't even call it an "arc", maybe "incident" would be a better word to use.) I hope nobody's too disappointed. To my way of thinking, the driving force for the action in the "Sandworm" episode in canon was Chuck's distrust of the government in general and his handlers in particular (maybe with a little naivete sprinkled in). That distrust is entirely absent in my little AU. Chuck and Sarah are totally in love (although they haven't said so to each other yet) and Chuck's feelings about Casey are entirely positive. Even Graham and Beckman have been pretty decent to him so far. There's zero chance Mahnovski could lead Chuck to lose faith in those people, no matter what he said. I thought about wandering off into a different type of story with this episode, but I didn't think it would fit this world I've been working in. I received some great advice from David Carner, as usual, to stay true to the world I've made. (Thanks again, buddy. You're the best.) So that's it for Mahnovski. He's back in stir, probably in a psych ward. Starting next chapter, we visit Stanford, San Francisco, and points north.