A/N: This story is AU, based on a sense of where I thought the show might go after the scene in Ep 12.03 (The Foundry) when Mary & Dean interact in the car, sharing similar interests, while Sam observes from the back seat…almost like he might become a third wheel. So I decided to let the mind gerbils run with the idea and see where we ended up. Dialogue from the episode in bold.

I own nothing, as always, just playing happily in the Supernatural sandbox!

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The feeling of being the odd-man out came on gradually. Sam was initially stunned and overwhelmed by the gift of their Mom being returned to them from the dead. This was the chance he had never had to finally get to know her. He stared a lot, trying to be subtle but was called out for it more than once. He didn't quite know what to say most of the time. How do you make up for a lifetime of not having someone there? If he was really introspective, he might even say that the pang of loss from all his Mom-less years was sharper now that she was here but knew nothing of his life before now. However, he would never truly admit that to himself, let alone express it to her. He kept reminding himself of just how grateful and blessed they were to have this second chance at a relationship.

Sam finished pumping the gas and stuffed himself once more into the back seat of the Impala. He had graciously yielded his normal spot in the passenger seat to his Mom, of course. As he finally pulled all his limbs in and closed the door, he picked up on the conversation taking place in the front seat. Apparently Dean was educating Mom on the latest in driving snacks.

"Eh?" queried Dean eagerly, holding one of the jerky packages and waiting for her response. Mary chewed thoughtfully.

"It's...good. Artificial, kinda tingly." she finally responded, with a hesitant smile.

"That's how you know it's working." came Dean's snarky, happy reply.

Dean started the car and the radio blared out his latest rock tape. Sam immediately motioned for him to turn it down, but before he could communicate his request fully Mary had reached over and cranked the sound up louder. She grinned over at Dean, who was clearly surprised and inordinately pleased. Sam settled back, acknowledging to himself how similar their tastes were, and wondering if they would even notice if he wasn't back there. Shaking himself from his moment of self-pity, he turned to stare out the window, firmly reminding himself again just how grateful he was to have his Mom alive and there with them.

As the weeks went on and the three of them went on a few hunts together, Sam found himself in the strange position of being back-up to the back-up. When they entered a new building, Dean and Mary would go one direction, Sam another. If they needed to split up, often it was Sam being dropped off for research, or interviews, etc. while the other two headed to another task. It wasn't that Mary couldn't and wasn't hunting as an individual, it was more that when Dean needed back-up, it seemed like he enjoyed having Mom there, so Sam was not needed like he once was.

Laying on his bed, staring up at the ceiling fan, Sam wrestled with his thoughts. He was extremely frustrated with how he was feeling…it was so childish and immature! And yet, he couldn't help but feel like he was slowly but surely being replaced, and the certainty of his brother's need for him was no longer the unshakable rock it once was. Trying so hard to look at everything objectively, he concluded that it didn't really matter what he was feeling. DEAN was happy. He had memories of Mom before she died, so naturally his relationship with her would be different - closer - now that she was here again. Sam could see how much Dean was enjoying having their Mom back, relishing how similar they were both in their preferences and their approach to hunting. So Sam made a silent resolution...he would take a step back and allow Dean to enjoy unfettered this restored relationship with their Mom. Dean had done SO much for him, had given him everything over all these years…he truly deserved to have every good thing…and Sam was NOT going to ruin that for him.

As a result, when Mom joined them at breakfast the next morning with a suggestion of a new case, Sam coughed a few times and begged off the trip, citing feeling like he might be coming down with something. Mom immediately suggested fluids and rest, feeling his forehead (which was flushed only due to subterfuge), before looking over to Dean to see if he was ready to go. Dean gave Sam a quizzical look, but then agreed and they were out the door ten minutes later. Sam rattled around the bunker, at loose ends and at war with himself. He wanted to feel selfless and giving, but he just felt left behind. Snap out of it Sam! You're not a little boy anymore! he chastised himself, and resolutely busied himself in finding something to organize or research.

The task he chose ended up morphing into a big mess that was time-consuming to reorganize and reshelf, so it gave him a ready-made excuse to miss the next hunt. He had immersed himself in the pages of the books in front of him so much he jumped when Dean plopped down across from him upon returning, dirty and tired but grinning.

"We got it."

"Nice. Where's Mom?"

"Cleaning up. Vampire fluids were everywhere."

"Yum." Sam wrinkled his nose in disgust. "A nest?" he questioned, realizing he hadn't really listened to the particulars of the case since he had already determined to stay out of it.

"Yeah." They were both silent for a minute, and Sam selfishly soaked in the moment alone with his brother.

"Could have used you on this one Sammy." Dean added. Back-up to your back-up? Sam thought bitterly, but out loud he just said, "Sorry."

"No worries, we got it. Mom's a badass. You should have seen her, taking on - " Sam tuned Dean out as he continued on about Mom's heroic deeds. Clearly he really hadn't been needed, and as much as he was proud that their Mom was such a great hunter, the hole in his heart just gnawed at him. Mary appearing in the library with her own beer was the tipping point. He just couldn't pretend tonight, so he excused himself, claiming exhaustion from not sleeping well.

"Oh, okay Sam. Goodnight." Dean said, wrinkling his forehead in confusion. Staring at the doorway long after Sam exited, he finally muttered, "What is up with him?"

"With Sam?" Mary questioned.

"Yeah. Haven't you noticed? He's been finding reasons not to hunt with us. Almost like he's avoiding me for some reason…which is never good."

"I hadn't noticed. But I barely know Sam…" Mary trailed off sadly. "I thought these hunts would help me get to know him, but then he has ended up not joining us…" She looked over at Dean and quickly added, "Not that I haven't enjoyed our time Dean. It has been sweet getting to know you as a grown man. I am so proud of you, you've become an amazing, gifted hunter." Dean ducked his head, uncomfortable at the praise, but warmed by it all the same.

"Maybe it's nothing," Dean finally concluded. "Maybe he's just been giving me a chance to have some bonding time with you. That seems like him." He pondered a bit more, not really buying what he was saying in totality, but trying to convince himself of it. "I'm sure that's it." He glanced at Mary, and then looked away, still not really settled, but shaking it off and heading to clean up and crash for the night.

–SPN–SPN–SPN–SPN–SPN–

"Why not?"

Mary could hear the angry voices down the hall, and she quickly made her way to the doorway of the library, pausing there unnoticed as she watched her boys face off, both vibrating with frustration.

"Dean, I have things that need to be taken care of here. I can research anything you need from the bunker, just call if you run into an issue."

"It makes more sense for you to come with us. I don't understand why you feel the need to stay here. Don't you care about having my back anymore?" Dean was pushing buttons, he knew, but he was just so confused and frustrated by Sam's attitude, and the walls that somewhere in the last few weeks had been erected, making it so he could no longer read his brother the way he had done all his life. Something was definitely wrong.

"Not care - " Sam spluttered angrily, staring at Dean and wondering how he could be so completely oblivious to things. "You HAVE back-up, jerk. You don't need me." The silence in the bunker after he yelled that statement could have been cut with a knife. Dean froze, shocked. Sam cringed with chagrin and looked away, realizing he had communicated far more than just words.

"Sam, I always need you…"

"Just go, ok? Call me if you need something researched." And with that Sam walked out of the room, effectively ending the conversation. Dean just stood there, wanting to stop him but not knowing how. When did there become such a gap in their relationship? How could Sam not understand that he always needed him there? And how could he have missed how left out Sam was clearly feeling with him and Mom hunting together? There was no reason for him to feel that way though, he thought, growing angry again, Sam could be right there with us, it was HIS choice not to come.

Mary had come fully into the room by that point, but as she opened her mouth to speak, Dean roughly cut her off. "Let's go." he said gruffly, leading the way to the Impala. She shrugged, looking sadly towards the doorway where Sam had disappeared, and then slowly followed Dean.

The hunt was nearly a disaster. Any sync Dean and Mary might have felt previously was certainly not there that night, both of them with their minds not fully on the task at hand. All the little idiosyncrasies that Mary did when she hunted grated on Dean's nerves, emphasizing how different it was from hunting with Sam. The most glaring of these was when they encountered the ghost they were hunting and he immediately ducked to the left, assuming Mary would have gone right as Sam always did, only to find her interfering with his line of sight. He had to push her out of the way to fire the rock salt, which she reacted poorly to. It went downhill from there.

Returning to the bunker disgruntled and slightly worse for wear, they were met with an empty space and a note in Sam's handwriting that read, "Running a quick errand. Back in a few days."

"What the hell?" Dean exclaimed, throwing the note at Mary and dropping into a chair wearily. She read the note, then slowly sat down herself. "What is wrong with him? Everything is good for once. Better than good…we have YOU back Mom, and he has to go and create unnecessary drama? Screw him!"

"Dean." Mary reprimanded.

"What?" he returned belligerently.

"Stop being angry for a minute and put yourself in Sam's shoes." She looked at him sadly as he just stared. He had clearly expected her to take his side on the matter.

"I need a drink." He rose and stomped over to the cabinet, grabbing the bourbon and a couple glasses and returning them to the table with a stronger thunk than needed. Pouring them both a hefty splash, he tossed his back quickly and reached for a second round.

"Are you done with your tantrum?" Mary asked mildly, sipping at her glass. Dean glared at her, but then the fight went out of him and he sank slowly back into his chair, discouraged.

"Help me understand, Mom. I've known this kid forever. Could tell what he was thinking, often even guess what he'd do before he did it. Lately though, he's become like a stranger…!" Dean trailed off, realizing just how much he missed that closeness with his brother that he had apparently taken for granted.

"I think he's feeling like he's been replaced, Dean." Dean immediately scoffed, but Mary held up a hand to stop him and continued. "Think about it. From the moment we started hunting again, it has been you and me leading the way. We have so much in common, it was almost natural that we would work well together. What I missed, however, was that in the process of enjoying the time of reconnecting with you and rediscovering the thrill of hunting, I was inadvertently communicating to Sam that he was not as important."

"He's never found the same excitement in hunting that you and I do. But he was always needed…"

"Dean, think. Where did Sam ride when you went to a case? Beside you. When you were searching for answers, who did you bump theory ideas around with? When you were active in the hunt, who was right there at your back? It was obvious tonight, you were expecting a Sam move and I didn't know because I don't have that history and experience you boys do."

"I'm not going to apologize for being happy to have you back, Mom, I'm just not." he retorted stubbornly.

"I'm not asking you to Dean." Mary said, exasperated. "I'm asking you to look at things from Sam's point of view for a minute. I came back, and you were both thrilled, I know. I could feel it. Still can - from Sam too. There was never any doubt of that. But remember, Sam has no memories of me...I'm essentially a complete stranger to him. So the closeness we share from your early years isn't there for him, but it's in his face to taunt him with his lack. And then, I allowed myself to be drawn back into hunting, but neglected to take the time to engage with Sam and really find out who he is and what he loves." She paused, reflecting. "I think maybe I'm still afraid he blames me for what happened with the yellow-eyed demon, but I'm so afraid to have that conversation. Maybe that's another reason I didn't take the time I should have to get to know him better. I can only hope it's not too late."

Dean was quiet for some time, sipping his drink and trying to look back objectively at the situation. He started remembering multiple times - happy moments - where he and Mom shared a memory, or a similar taste in something, or just celebrated a win where he had just assumed Sam was participating, but in hindsight he realized Sam probably felt left out. "Why didn't he say something?" he wondered out loud, "we could have set him straight."

"I think he was trying to be noble." Mary concluded, after thinking for a few minutes.

"Noble? How?'

"I think…I think he saw how much you enjoyed having me back, and knew how much you missed me, so for whatever reason he was backing away so you could enjoy uninterrupted time with me. Unfortunately, we both missed how much it hurt him to take that step, and it clearly has only festered to where he is feeling unnecessary…a third wheel."

"That is so far from the truth…!" Dean felt like throwing something. Stupid, self-sacrificing, emo crap dude! "I miss my brother." he finally whispered.

"So go get him back."

"How?"

"I'm certain you know how." If there was one thing Mary was confident of in just the little time she had been back, it was the bond her boys shared. She had never seen anything like it, and now that his eyes were open to the storm that had been brewing unnoticed, she knew without a doubt Dean would find Sam and they would find a way back. It was what they had done their whole lives. For her part, she had some apologies to make and some changes to contemplate. She was startled from her thoughts as Dean tossed his phone on the table.

"Straight to voicemail." he complained. Jumping up, he grabbed the laptop and quickly typed in a website, then grabbed his phone and dialed another number. Five minutes later he was pulling up a map with a pin showing the location of Sam's phone. "Huh." he said, somewhat unsurprised to find he was at Rufus' old hunting cabin. Standing up he said, "Ok, let's go."

"I'm not going, Dean."

"What? Why?"

"I think you need to fetch Sam on your own. He needs to know you came because you need him, not because I sent you. You boys can work things out better without me there." Mary smiled at him encouragingly.

Dean stared back, hesitating, brow furrowing. Finally he spoke hesitantly, "You will still be here when we get back…"

Mary smiled brighter at his use of "we", the confidence in his voice reinforcing her certainty that Dean would be back with Sam. "I'm not going anywhere Dean." she affirmed strongly. "I have my own errors I need to make up to Sam, but he needs you first." Dean nodded, then caught her off-guard when he grabbed her in a tight, needy hug before briskly walking out of the bunker. She laughed softly as he left, feeling the joy of knowing him and the hope that somehow she could forge a better relationship with her younger son in the days to come.

–SPN–SPN–SPN–SPN–SPN–

Sam looked up from the tome he was reading, surprised to hear the unmistakable sound of the Impala pulling up outside. He leaned back and stared at the door, wondering which version of his brother was about to come through it. Some of the tension eased out of him as Dean entered carrying beers and grocery bags and a greeting of "Hiya Sammy." Ok, not here to yell, apparently…at least not initially.

"Dean." he acknowledged quietly, closing the book he had been reading. Dean's head was in the mostly empty refrigerator, and he was making clucking noises.

"Good thing I picked up food." he commented, emerging with a couple beers in hand. "Looks like you've been living on mostly nothing." He plopped down at the table, popping the bottle caps off and setting one in front of Sam. For his part, Sam made no move to grab the beer, just kept regarding Dean with an unreadable expression. Damn those walls, Sam! Let me in!

"Dean, why are you here?"

"Why do you think, Sam?"

"I think I left you and Mom a note…"

"Yeah, very enlightening. We probably need to both become better note writers." They both smirked, thinking over the cryptic notes they had left for each other over the years.

"'Sammy, let me go.' was my favorite," quipped Sam.

"Yeah, well, 'Running an errand. Back in a few days.' is right up there on my list." And just like that the levity exited the room and they were left staring at each other, trying and failing to read what the other was thinking.

"I just…" Sam began, starting in on the lame excuse he had prepared, but finding it dying on his lips as he stared at his brother.

"Sammy." Dean said softly, "I'm sorry."

Sam looked startled by that."Why are you sorry?"

"You know."

"Do I?" Sam huffed, rising with his beer and stalking over to the fireplace to stare down at the crackling flames. He felt guilty that Dean had come all this way when he hadn't really done anything wrong. Still, the selfish part of him was hurt and wasn't going to make things easy for him.

"I'm sorry for making you feel like a third wheel." Dean scrutinized his brother, who clearly had not been taking great care of himself. There were dark rings under his eyes, and his clothes hung a bit loose on his already lanky frame.

"You've done nothing wrong." Sam replied shortly, not quite bringing himself to refute the statement. "Whatever I'm feeling, it's not on you." After a pause he added, "...or on Mom. Where is she, by the way?"

"At the bunker. I came on my own." Sam nodded but said nothing. Dean rose and moved over to the couch across from Sam. "Talk to me Sammy." Sam turned to lean against the mantle, but continued looking down, picking at his beer label, silent. Fine, make me pull out the emotional stuff, huh? Dean thought. Quietly he said, "I miss you Sam." That brought his brother's eyes to his, and he took that opening to try and pour all his heart into his gaze. Sam sighed, looking away but finally moved to slowly to sink down onto the couch beside Dean, Staring again into the fire, he spoke so softly that Dean almost missed it, "It's like Dad all over again."

"What?" Dean was confused what their Dad had to do with anything, but tried to keep his voice open and approachable.

"I was always the odd one out growing up. You took to hunting like a duck to water, but I never did. You and Dad got excited with the thrill of the chase, and I was along for the ride. Always the researcher, or the bait, or the back-up's back-up, but never part of the inner circle. You never wondered why my studies became my escape? Or why as I got older I fought everything Dad did while you always followed along with? I finally realized the only way to find any sense of worth and value in myself was if I left, so I did." Dean was staring at Sam, shocked by this perspective of their childhood that never once occurred to him.

"I tried - "

"Dean, I know you did. You took the best care of me, and you were - are - the best brother a guy could ever ask for, but it wasn't until you came to get me at Stanford that I felt like I had a place, like I really MATTERED, you know? Finally I was your partner, not an afterthought. Oh, I know," he said, holding up a hand against Dean's protest, "you never thought of me that way, right? Doesn't matter, that's still how I felt." He paused, knowing that his words were hurting his brother, and wishing there was another way to share his feelings that didn't result in pain for another. But now that he had started, he couldn't seem to stop. "When Mom came back, I was thrilled. I still am. It's a miracle, and a chance at a relationship I never had. But it quickly became obvious that she is wired just like you and Dad, and I'm once again on the periphery."

"Sam - "

"Hang on, let me finish." Sam rubbed his hands over his face, then turned to look earnestly at Dean, "I need you to understand Dean, how happy I am for you. How much I want you to have what you have with Mom. I have watched you sacrifice everything for everyone your whole life, man. You deserve something good, more than anyone I've ever known. And I don't begrudge you that, even though I'm sure seems like I do." He took a deep breath. "I came here to clear my head and try to adjust my attitude, because as much as I am genuinely happy for you, I'm selfish and hurting and miserable, and I didn't want that to affect you or Mom. Guess I screwed that up, didn't I?"

Dean looked back at Sam, seeing all the hurt and anguish and conflict he was feeling laid bare, and paused, uncertain how to respond. He must have taken too long, because Sam gathered himself as if to get up. Reaching over, Dean he quickly grasped his forearm. "Wait. Please." Sam stopped, but did not turn back to him. "Sam, I am sorry for missing how bad you were hurting. I wish you had told me." Sam continued to sit stiffly, only his body betraying him as Dean could feel the tremors running through his arm. "Look at me," he said gently. He waited patiently until Sam finally met his eyes. "Sammy, YOU are my family. You have been my only family for so long. You are more important to me than anyone else on the planet. Yes, even Mom." he added to the unspoken question. "I am sorry for making you doubt that for even a minute. And I'm sorry that I got so caught up with getting to know Mom that I missed that you were feeling excluded. It was never, never, intentional brother. Mom will never replace you. You are the one I want at my side in a fight, in life. There is room for Mom there too, but your position beside me never changed, not in my heart or my mind."

Sam stared back at Dean, trying to process all he was saying and reconcile it with his actions and his own feelings. He realized that by not sharing how he felt he never really gave Dean a chance to refute what he had perceived as a loss of status in his brother's life. Dean clearly meant what he said just now, but what does that mean going forward?

"Here's what that looks like going forward." Dean started, reading Sam's thoughts again as he began to feel things start to shift back into their rightful place. "We're going to eat and drink and hang out tonight. And then tomorrow we're going to go home, and you and Mom are going to talk." Sam looked anxious at that, but Dean just nodded encouragingly and continued, "And then we're all going to talk as a family. We're going to lay our cards on the table, and figure out a way to live that makes sure all of us are included and thriving." He paused, squeezing Sam's arm before letting go. "I appreciate you wanting good things for me, but they are not good if they come at your expense. You should know that by now." Sam nodded. "Ok? Ok. Now, who's hungry?"

Dean cooked while Sam gathered and packed his things. They sat down and ate, conversation slow at first but ramping up as Dean shared about the disastrous last hunt he and Mom were on, and Sam told him some interesting facts he had uncovered in his research. When they both turned in for the night, Dean was grateful for the shared room again, so he could listen and be certain that Sam actually slept. That was a drawback of the bunker and an unexpected loss he had needed to adjust to - after sharing a room most of their lives, having his own room had seemed exciting, but sleeping in a room alone had been quite the learning experience. It had taken weeks or more before he actually could fall asleep when he first laid down instead of listening in vain for the sounds Sam would make. Here, though, he could play the big brother once more, and watch to make sure Sam actually got the sleep needed. As he drifted off, he smiled in thanks to hear those soft sounds across the room.

The next day when they entered the bunker, a delicious smell drifted down the hallway.

"Cookies?" Sam questioned, exchanging looks with Dean as they followed the scent to the kitchen. They found Mary in an apron, the counter awash with flour and baking supplies, and a platter of cookies cooling on the table. Dean had one in his mouth before she even turned around to acknowledge them.

"W'r hm" mumbled Dean around a cookie, even as he was reaching for another. Mary smiled fondly at him, then directed her focus over to her tall boy, standing uncertainly in the doorway. She crossed the space quickly, and started to say, "I'm sorry-" even as Sam was pulling her into a hug. He clung to her and she held him tightly, knowing this wasn't going to make everything right, but just so grateful he was back and she had another chance to fix things. Finally letting go, she indicated the table and they sat. They both smirked at the dent of cookies missing from the plate, as well as the fact Dean had made himself scarce with said contraband. Sam grabbed a cookie, taking a bite and munching. Mary also took a cookie, more for something to do with her hands than anything else.

As the silence stretched, Mary finally screwed up her courage enough to start talking. "Sam - "

"Mom - " Sam said at the exact same time. They chuckled, feeling a slight ease in tension, and then Sam indicated she should go first.

"Sam, I owe you an apology. Wait, let me speak." She said as he was opening his mouth to refute her, "Two actually." She looked down at the table, where the cookie she had been holding was now nothing but crumbs. Brushing the residual off her hands, she took one of Sam's hands in both of hers. "I need to apologize for not noticing how you have been feeling since I've been back. I have unintentionally favored Dean at your expense, and while it was not on purpose, it clearly happened. I am so sorry. It was never my intention to try to insert myself between you two. You have the closest bond between brothers I have ever seen, and it warms my heart to know that even though I could not be there all these long years that you had each other, and you were there for one another." She smiled and squeezed his hand, trying to communicate just how precious that knowledge was to her. "I realize now that in trying to find my equilibrium in this new world I've been returned to, I was remiss in paying attention to you and getting to know you. That is going to change, I promise."

"Mom, it's not your fault…"

"It is, but we don't need to argue about it. More importantly, I have an apology that I owe you that is 33 years too late." Sam stilled, not needing her to apologize but not knowing how to stop her. "I am so sorry that my choices all those many years ago brought the yellow-eyed demon into your lives. I am so sorry that I wasn't there to help you, to raise you, to protect you…" Mary found she was crying and wiped impatiently at her eyes.

"Mom, you do not need to apologize. No, really, it's my turn." Sam smiled, reaching across to tenderly wipe a stray tear off her cheek. "Do I wish life had been different? Yes. Do I blame you? Never. And at the end of the day, I think Dean and I turned out pretty good in spite of the things we've faced, and are stronger because of them. Who knows what sort of lame, pansy-assed kids we might have become if not for all those challenges?" Mary gave a watery chuckle at that, and Sam smiled back, encouraged. "Mom, that is all in the past. Now we get to move forward together. I'm sorry for not sharing how I was feeling, and honestly, I'm sorry I was feeling that way. I'll tell you what I told Dean…I do not for one second begrudge the time the two of you have spent together. You both deserve it, so much. I guess…I guess I'm just selfish enough to want some part of it too." He said the last part, almost ashamed, and Mary quickly reached a hand out to lift his chin and meet his eyes.

"Sam, you are as valuable to me as Dean, and should not for one second have been made to feel otherwise, unintended or not. That changes now." Rising from her seat but not letting go of Sam's hand, she pulled him up and into another long hug, one they both thoroughly enjoyed now that the tension had been released.

"Did someone say there were more cookies?" Dean queried, popping his head back in from the hallway where he had been silently lurking and listening.

"Oh! Cookies!" Mary cried, running over to the oven to rescue the tray of overly crisp, burnt cookies. Placing them on the counter and looking at them sadly, she looked back up to see both her boys trying very hard not to laugh at her. "Well, I did say earlier I don't cook." she stated, which set them off. After trying to look annoyed for a minute, she could not help but join in with the hilarity, as both found increasingly more ridiculous ideas for what to do with the burnt lumps before them. Calming, even as they continued to ramp up the crazy suggestions, while munching on the non-burnt ones, she regarded these men, her boys, with joy in her heart. It was not the last bump in the road they would hit, she was sure, but she was confident they would figure out a way to work together and grow closer to one another. Realizing a question had been thrown her way, she pulled herself from the sentimental thoughts and re-entered the fray. Yes, they would find their way, together.