I know…I know…I'm so sorry it has taken me months to update this.

I'm fulfilling a New Year's resolution to update 'Upgrade' before S3! Now, you may need to read the short prologue again to refresh yourself on the premise; it's simply a tongue in cheek look at the 'older than the mountains' dynamic of the sexes, as applied to our happy couple.

Once again, the winged wonder, DrMcDuck, provided awesome feedback and a careful eye. Thank you!

And again, this is all in good fun and fluff, nothing more…;)

I love to hear your feedback.

Disclaimers: I only play with it. This means, yes, NBC, I will turn a blind eye to your new "Chuck's been Upgraded!" promos.

Chapter 2

The Raw Material

"Ow! That hurts!"

"Don't be a wuss, Bartowski. Coulda got it in the ass instead."

Chuck rubbed his forearm vigorously, glaring at the big man. Miffed, he looked at the small prick mark left by the injection and pulled down the sleeve of his brown shirt. He then turned his gaze to Sarah, who was leaning over the table observing him. Dressed in her mission black clothing, and hair tied back in a loose pony tail, she glanced up at the larger man who had provoked her annoyance and jumped to Chuck's defense.

"Casey, you know how he feels about needles, so just give it a rest, okay?"

Casey bit back a snide remark, dropped the syringe in a plastic baggie, and threw it in a waste can under the desk.

Sarah sat back down at Castle's conference table, laptop open in front of her. Chuck sat across from her, while Casey, still nearly grinning at Chuck's discomfort, walked around the table and sat next to the blonde.

"I still don't know why we're doing this. Beckman must hate me," Chuck muttered. "Why does she think I need Pentothal resistance training?"

Sarah spoke in her most reassuring tone. "Chuck, if you should ever find yourself in an unanticipated and dangerous situation, we need to ensure that our secrets, and more importantly, you, are safe. The Intersect can't help you with biological weapons, Chuck. That has to be you. The only way to train your body to fight it is through practice. This is a new derivative of Pentothal. It's an extremely small dose and fast-acting."

"Small dose?" Casey interjected, faking remorse. "Oops. But, hey, the good news is, this will be an end to the pesky Human Intersect problem. Pack your bags, Walker, we're heading back to Washington."

"Ignore him, Chuck. You should start feeling the effects within a few moments. You may also feel warm, almost hot, flashes and feel thirsty. That's all normal."

Casey pushed his chair away from the table and started to get up. "I'll get the tactical spotter – high voltage, 400 watts. This baby will burn your retinas…" he growled.

"And why would we need that?" Sarah looked up at him with a concerned expression.

"You know. Intimidation. This is a simulation, right?" Casey raised an eyebrow at her. "We're not just going to sit here and ask questions, are we?"

"Casey, this is his first time. You have to be…well, not you. Gentle. Persuasive."

"Guys, really, this has been a blast so far, but-," Chuck started before being interrupted.

"Yeah, I knew we were going to get the sissified version of this training," Casey grumbled, and opened the white Styrofoam container that sat in front of him on the table. Two steaming burritos with chili sauce and extra beans were piled in the box. The older man glared at his teammates, and used the edge of the plastic spork to saw through the tortilla wrapped around the beans and meat.

"And we can't forget the real first time with Pentothal, now, can we, Bartowski?" The large man continued. "With the Russian gymnast - the one you almost let poison all of us. What was that crap you said about my jaw-"

"Does he have to be here for this, Sarah?" Chuck blurted out. "Because he's really starting to…piss me off."

"Good." Sarah smirked at Casey. "The serum is working already."

"Can we eat first before we do this? I'm actually pretty hungry." Chuck continued. "Casey, are you going to eat both of those? You shouldn't…really."

Casey's chewing slowed as he regarded the nerd across the table. "And why the hell not?"

"All of this inactivity - the Buy More. Here." Chuck waved his hands in the air. "You're getting a little pillow-y, big guy."

Sarah had the reflexes of a cat, and she had a restraining arm on Casey before he could get up from the table.

"What? I'm just saying…Geez. When did you get so sensitive?"

"Walker, if you don't shut him up, I'm-"

"Casey, maybe it would be a good idea to take your food upstairs. The booths are more comfortable. We'll get started and you can…join us later." The staring match between the two spies was eventually won by Sarah.

Casey swiped the container of food off of the table, and began tromping up the stairs.

"Hey, Casey? When you're up there, I'd stay away from the frozen trea…"

Sarah's hand over Chuck's mouth muffled the rest of the sentence.

When they heard the steel door of Castle click to a close, Sarah removed her hand from Chuck's mouth and settled herself in the chair again. Smiling slightly, she moved the laptop to its position directly in front of her.

"Let's start, Chuck. This derivative is only going to be effective for about sixty minutes. Baby steps, right? Remember the techniques we discussed earlier. Try to break that inherent connection of mind, and well, mouth. That's how you overcome it."

"Sarah, you're asking me to not be me. I can't-."

"You can do this."

He watched Sarah and clenched his fists, then relaxed them.

Sarah's eyes shifted to the screen and scanned the questions. Chuck would be asked about falsified nuclear reactor codes that had been fed into the Intersect. She would monitor physical reaction, as well as elapsed time measures: how long it would take him before he told her the codes. The rookies always did on the first try and usually a dozen times after that until they built up a tolerance. The true purpose of the first session was to gage the receptiveness to the drug, and to determine if there were physical anomalies. It was quite routine. Introductory at best.

Sarah glanced up at Chuck to begin, and was surprised to find him staring…

"What are you looking at?"

"I'm looking at your t-."

"Chuck."

"Teeth, Sarah. What did you think I was going to say?" All right, Walker, ignore that. Try to keep this on task…

"Why were you looking at my teeth?"

"They're kind of…"

"What? What's wrong with my teeth?"

"Nothing. There're just a little…I don't know…" Chuck looked down at his fists, now clenched again, and whispered to himself. "God, please stop."

God decided to watch where this was going.

"Crooked." The word had burst from his mouth. "But cute-crooked!" He back-pedaled. "Adorable, even. God, I'm sorry. Really."

Chuck grimaced at what he had said, and pulled his lips together in a frown.

She watched him for a moment, pondering. She picked up a pen that had been next to the laptop, and began tapping the table with it methodically. My teeth? I wonder what else…?

Sarah Walker contemplated the unique opportunity that had presented itself. Her thoughts wandered to a time, hopefully in the not so distant future, when things would be different between them; when they could say good bye to the spy world, and live the life, well, the life she now knew she wanted, with the man she wanted.

If there were ever any vague details that I really wanted to know, needed to know, now would be the time. What woman doesn't want to know what she is starting with? You know. The Raw Material.

Hmmm…

Sarah shifted in her chair and smiled lightly at Chuck. She slid the laptop over to the side, so that the screen no longer blocked any of her line of vision.

"Chuck, there are several stages of this test to determine your reaction to the serum. The first stage will be used monitor the overall progress – determining a baseline measure. This is the stage where you relax and answer questions truthfully. Don't try to fight the serum right now. I'll be recording your answers, which we can use later in our comparative measures."

"Okay….okay, I can do that." She could see him visibly relax. Good.

"These questions may seem a bit…odd. Remember, it's not the question that's important right now, it's your reaction we are observing. Shall we start?"

He nodded hesitantly.

"Laundry. Do you do your own laundry?"

"Wow." Chuck's face was screwed up in a puzzled look. "These questions are weird. Not what I expected…"

"Just answer them, Chuck." Sarah's voice was soothing. "Don't try to fight the serum just yet. Remember this is for comparison later. Well?"

"Yes," he breathed out a large sigh. "I do my own laundry."

"Ellie doesn't help you with that..?"

"No...no." He clenched his teeth. And then, he let out a small groan. "Well, there were a few times. I didn't have time, so I hid my things in Ellie's pile. She did them for me without knowing." Words were spewing by now. "But that was only because I was out of clean boxers, and we had so many missions, I had no time, and…my face feels hot! Can I have some water?"

"Here." She pushed a bottle of water across the table. "You may feel a bit warm as a result of the physical reaction to the serum. It's perfectly normal. You're doing great, Chuck."

"Next question. I want you to think about the things I have on under these clothes."

"Wh-What? Sarah, I need another drink of water…"

"These things are fragile, Chuck. And they were expensive. They are lavender, and lacy. How would you wash them?"

"Sarah, I…"

She leaned in and rubbed her hand down his arm, whispering. "Just answer it, Chuck. What cycle on the washing machine would you use?"

"Uh.., delicate I guess?"

"Um hmm. And to wash them: detergent or bleach?

"Oh, God."

"Just relax, Chuck," she said in that silky tone. "And answer the question: detergent…or bleach?"

"Uh. Uh…neither. It would be neither. I would use Woolite."

Sarah smiled. Impressive.

"OK. I just have a few more questions." Sarah glanced at the screen of the laptop, pretending to read the next one. "Do you like my car, Chuck?"

"I love your car, Sarah."

"And now, you even know how to drive it, right?"

"Yeah. You're a great teacher." What was that look? Chuck has a leer? I've never seen him do that before...

"So, will you ever drive it? My car? Take her out for a little spin?"

Chuck must be getting a bit warm. She could see perspiration on his cheeks.

"Can I see the questions, Sarah, because…I don't know how to answer this…"

"My car, Chuck. My baby, the Porsche. Will you ever take her out for a drive?"

"Well, if you ask that way…no…no. I won't."

Very perceptive, Chuck.

"Okay. What if my car, my baby, needs an oil change? And this isn't one of those quickie lube job places. This is at the dealership. Well, would you drive it then?"

"I..no..no. I wouldn't drive it then. If I can't drive it any other time, then I sure as hell am not going to take it to get-."

"Okay. Okay." She put her hand on his, and squeezed slightly. "Let's forget about the car for now."

Hmmm. We'll have to come back to that one.

"These questions are doing strange things to my stomach. And I was so hungry for that burrito too. That's why I had to tell Casey he's getting a little thick around the middle."

Sarah bit her bottom lip to keep from smiling. "That's normal, Chuck. That's just the serum."

She looked up at the stairs. Speaking of the NSA Agent, he will be making a 'perky' appearance here soon. Better speed this up.

"Chuck, how do you feel about cooking? What do you know how to make?"

He blinked rapidly a few times, and cleared his throat. "Well, I can make orange balsamic chicken. It was something my dad taught me. And pancakes. I make chocolate chip pancakes." Chuck's eyes took on an almost glazed cast, and looking past her, he lowered his voice. "Oh, and sandwiches. I can make any kind of sandwich - roast beef with melted gruyere on sour dough with aioli mayo-."

"Let's stop there, okay. Now, besides those things that you can cook… would you like to learn more?"

Chuck retuned her look with a blank stare, and then a horrified expression spread across his face.

"Oh God, oh God, oh God. Ellie! What happened to Ellie? Is she hurt? Are you not telling me something? Is this your way of telling me that..?"

"Ellie's fine, Chuck. Relax. Please." Sarah sighed. "Remember, though, she may not always be the one to cook for you. So, do you think you could ever learn? Could you ever learn to make, say, chicken piccata?"

He looked at her warily. "Am…am I going to be able to review these answers later?"

"Chuck? We need to get through this…"

"I guess… I guess I could learn that. I mean, how different can it be from fixing a computer? Right?"

Oh shit. Her forehead crinkled, and she regarded those warm, honest (not that he had a choice now…) hazel eyes.

Well, where there's a will, there's a way, as the saying goes.

"Okay. And, no, you won't be able to review these later, so you need to answer…well, you don't have a choice, so just keep answering truthfully, okay?"

"Here's the next one. It's a scenario. You have a new video game...and Morgan's coming over to play it during one of those marathon nights. But your girl friend wants to snuggle on the couch and watch 27 Dresses. What do you do?"

"What's the video game?"

"What?"

"What's the game? I mean, is it one of the new releases that we haven't played yet, or is it one we've played a thousand times?"

Sarah huffed out a breath and tried to not sound miffed. Alright. I'll go there.

"What's the newest game you want? One you haven't played yet?"

"Halo ODST."

"Okay, it's that one. What do you do, Chuck? Halo ODST or snuggling on the couch. And, the girlfriend? Let's just say, for this scenario, it's me. Me or Halo, Chuck. Which is it?"

She could see him take a deep breath and blink several times. His cheeks were now flushed. "I pick you, Sarah. I can play Halo with Morgan later when you fall asleep during that movie. I mean, it's 27 Dresses, right?

And, she observed, he grinned at her.

Cute. I can live with that...

"Chuck, we're going to have to move this along, and the next set of questions is on sports. Now, I know you are not necessarily into athletic pursuits, but I do need to question you on a few details."

Chuck looked nervously towards the metal staircase. "Casey sure is taking a long time to eat those burritos, isn't he?"

She cast a quick glance over her shoulder towards the stairs. "And we don't have much time until Casey comes back down here, and so we need to get through this."

"Sports. Yes. I can answer this. Well, technically, I don't have a choice, so, well, ask me, ask me anything, Sarah."

"Good. Are you a fan of, shall we say, obscure sports of any kind?"

"Uh. Obscure? Sarah, are any of these multiple choice? Because, I always did better on those…"

"That's alright, Chuck. Just concentrate on the question. Obscure. You know, Chuck. Curling. Synchronous swimming. Women's roller derby…"

"Wo…women's roller derby? What is that, even?"

Sarah raised an eyebrow.

"Okay." He sighed heavily. "I might have heard of that last one. But, that's only because Morgan had it on once - Oh please. Oh please. Stop talking now."

"Do you root for any sports teams?"

"The Lakers." Chuck blew out a breath. "I like to watch the Lakers. Why do my hands feel numb? Do they feel numb to you?" He closed his eyes, lamenting his inane remark. "Shutting up."

"What about the Celtics?"

The lanky man opened his wide eyes and gaped at her. "Sarah, did you hear me? I said I'm a Lakers fan, which means, by default, I hate the Celtics."

She frowned. Well, that one, I may have to suck it up. Alright, Walker, time to move in for the kill…

"Chuck, have there been other, you know, women, besides Jill..?"

A distinct click of the lock and the sound of scraping metal reverberated above and behind her. Sarah did not have to turn her head to know that it was Casey. She heard him plod down the steps and walk towards the conference table.

Damn.

Sarah cleared her throat and slid the water bottle closer to Chuck's hand. He instinctively grabbed it, took a gulp, and used his palm to wipe the perspiration that was evident on his forehead.

"Well?" Casey stood next to the table with his hands on his hips, looking first at Chuck and then Sarah.

"Chuck has successfully completed the first stage with no unexpected physical symptoms," she said, pointedly.

"What about the codes?"

"Codes?" Chuck interrupted, confused. "Wh…what codes?"

Casey turned to glare at Chuck. "You know, Bartowski. The nuclear codes. How long did it take to spill your guts, give up the codes, and let a psycho send us all to oblivion? Did you last three minutes? Tell me you made it at least three minutes…"

"Sarah, why are these questions so…odd? I thought we were talking about laundry?"

"…the hell? What are you babbling about? Walker, is that nerd-speak for 'my guts were spilled in ninety seconds'?" Casey's head whipped back to glare at Chuck. "You know, the codes for 'Red Lakes Project'"

Chuck's eyelids flickered and he sputtered out the next phrase. "7-1-2-4-8-9-5 Omega Dawn."

"That's what I thought," Casey sneered.

Sarah snapped the lid of the laptop closed and stood up to face her partner.

"Casey, the results were as expected for the initial training session and I'll be sharing those in my full report tomorrow. Right now, I'm taking Chuck home, because the Pentothal should be dissipating from his system shortly, and he will need to be closely monitored for any after effects."

"Yeah…after effects. Next time, try to last ninety seconds, Bartowski. Right, Walker?" Casey's tone was laced with a leering sarcasm.

Bastard.

-x-

Sarah eased the Porsche past some of the open but tight parking spots closer to the apartment entrance, and expertly maneuvered the vehicle into one of her preferred empty spots. Preferred because it had several open spots on either side of her car and sufficient distance from other vehicles. Satisfied that her baby would be safe there for the night, she glanced at Chuck in the passenger seat. The effects of the Pentothal had worn off, and he looked tired.

"That was a disaster, Sarah. I suck at this. I suck as a spy." She cast a sympathetic look to him as they exited the car, and slowly walked towards the apartment.

"Chuck, I told you," she said, trying to lift his spirits. "Everyone talks. Especially the first time. It took me at least a dozen times before I was able to resist the effects."

"Really?"

"Yeah, really. So, you see, if you weren't able to hold back the truth-."

"Or only hold it back once," Chuck inserted.

"-then it's okay. Wait." She stopped and reached out her hand to grasp his shoulder. "What did you say?"

"I said… I was able to hold back once."

"But, Chuck, I heard you. The codes. You spit them out to Casey like a cat with a hairball."

"Funny. That's not what I meant. That wasn't the time I was referring to."

"Well, when then?"

He stared at her and, very slowly, a smile slid onto his face.

"That's for me to know, Sarah Walker, and for you … to spend a life time figuring out."

It's hard to kiss someone back when your mouth is slightly open in shock.

Sarah's mouth was still gaping slightly and her eyes wide as she watched the retreating form of her 'boyfriend.' Then, she heard a soft chuckle.

A small smile crept upon the blonde's face. Chuck Bartowski, when did you become a spy? You were such a nice asset-

-nice ass...

Sarah tilted her head.

Hmm. But those jeans… They could be a little more fitted. And speaking of clothes, his other things? Well, those just have to go.

She smirked and picked up the pace to catch up to him. It would be a long night. She needed to review those answers again.