I had this idea a LONG time ago, but never did anything with it. Thanks to a bout of insomnia, I finally got it written out.

This would take place sometime early S2. "Chuck vs The Truth" from S1 is the basis.

If I was under the influence of Riordan Paine's truth serum, I would tell all of you that I don't own Chuck, I don't profit from this story, and you are all amazingly sexy.

Chuck vs The Real Truth

Sarah Walker descended the steps to Castle and found a very agitated Chuck Bartowski pacing back and forth.

"Got your text message, Chuck. What does 'OMG EYE M FRKNG UT' mean?"

Chuck stopped pacing. "Sarah! You're here! You've got to- wait, you don't know what that meant?"

"Obviously it means you're freaking out, but why did you spell it like that? You actually used more letters to say 'I am' than... well, 'I am.'"

"I didn't have time to encrypt the text, so I sent it in code."

"Riiight," Sarah drawled. "Because no criminal mastermind would ever have been able to crack that."

"I'm not exactly at my best and brightest here, Sarah," Chuck snapped, flailing his arms. "I came down here about ten minutes ago, and saw that." Chuck pointed to a small vial of clear liquid on the conference room table. "I didn't know what it was, so I opened it and suddenly this vapor came out."

Sarah picked up the vial and squinted at the label. "I know what this is," she said calmly.

"Yeah, Riordan Paine's super-powerful and ultimately deadly truth serum! And unless we can whip up a batch of antidote, the cause of my untimely demise!"

Sarah rolled her eyes. "Relax, Chuck. This is a derivative of Paine's formula. The CIA was able to reproduce the 'truth telling' aspects while eliminating the lethal properties. They figured a vapor-based truth serum could prove to be pretty useful in the right situation." She finally looked over at Chuck's panicked face. "You're going to be fine."

Chuck remained tense. "You'll have to forgive me if I'm not exactly reassured about the CIA's expertise in reverse-engineering a diabolical genius' secret formula and holy bejeezus you look amazing in that skirt." Chuck's eyes went wide and he clamped his hand over his mouth.

"Well, I guess we know it works," Sarah smirked.

"Sarah, I'm so sorry, that just slipped—"

"It's okay, Chuck."

"It's just that I'm kind of panicky and not really thinking straight right now and you have a behind that I'd really like to grab with both hands." Chuck clamped those hands over his mouth.

Sarah's smirk disappeared. Chuck kept his hands over his mouth. Both looked at each other for a moment.

"Maybe just sit down and try not to talk?" Sarah suggested. Chuck remained silent and nodded his head in agreement. He sat down at the conference table.

"I'll get you something to drink." Sarah crossed the room to go to the small refrigerator under one of the counters. She opened the fridge and leaned over to see if there were any bottles of water.

Chuck's eyes bulged at the sight of Sarah's position. In spite of his hands clamped over his mouth, he still managed a muffled sentence. Sarah straightened up, a bottle of water in her hand, and looked at Chuck.

"What?"

Chuck shook his head.

"No, you said something."

Chuck shook his head again. "Mmm mmm."

"Mmm hmm. What did you say?"

Chuck squeezed his eyes shut and shook his head violently. Sarah sighed and brought Chuck his water. "I could make you tell me, you know."

Chuck let his hands fall away from his face. "Do you mean the fun way of making me tell you, or the arm-twisted-around-my-back way of making me tell you?"

"Which would you prefer?"

"The fun way."

"I figured." Sarah placed the bottle on the table in front of Chuck and smiled. "Drink some of that, it'll help you calm down. You're going to have to stay down here with me until the effects wear off anyway, so make yourself comfortable." She took a file folder out of her inbox and sat down in an adjacent chair as Chuck took a long drink of water.

"Feel better?" she asked.

"I do, and I'm a closet Nickelback fan." Chuck dropped his head to the conference room table with a thud.

"I think that's worse than what you said when I was getting your water," Sarah laughed. "Now, what was that again?"

"I said I'd give you every one of my Xbox games if you bent down like that one more time," Chuck mumbled with his head on the table. "Agh!"

Sarah slapped the file folder shut and stood up from her chair.

"Sarah, I'm so sorry – you have to understand, I'm not in control of what I'm saying."

Sarah turned towards Chuck and took a slow step towards him.

"Oh, my god, you're going to twist me into a pretzel, aren't you? It's going to hurt a lot, and it's also going to be awesome because you'll be touching me."

"Chuck," Sarah said, her voice flat. She took another slow step.

Chuck gripped the armrests of his chair as Sarah crept closer. His voice rose in panic. "You're an enigma!" he cried. "You're frightening and sexy at the same time! You scare the hell out of me and you smell fantastic!"

"Chuck," Sarah repeated, a measure more sternly, as she reached Chuck's side. She sat against the edge of the conference room table, her thigh just barely touching Chuck's white knuckles. He began spouting confessions with machine-gun frequency:

"I don't understand how you can feel so soft and still be as muscular as you obviously are! I watched you change in the back seat of the limo after the debacle on the beach! I smell your hair when you're not looking! I write our names together in little hearts like a thirteen year old girl!" Sarah finally clamped her own hand over Chuck's mouth.

"This obviously isn't going to go away on its own, Chuck. So, I want you to do something for me, okay?"

Chuck nodded, glassy-eyed.

"Good," Sarah said, businesslike. Then, she took her hand away from his mouth, and folded her arms across her chest. "I want you to tell me, in excruciating detail..." She leaned toward just the tiniest bit. "...what you want to do to me right now."

Chuck's jaw dropped. He blinked a few times, and made a gurgling noise.

"Go ahead," Sarah said, eying him intently.

Silence.

"Now, he shuts up," Sarah mused.

"My hands," Chuck finally breathed. "I'd put my hands on your hips."

"That's a good start," Sarah said, her voice still even and in control. "Would you grab me, roughly?"

"No," Chuck answered immediately. "Not like the docks. I'd take my time with you. Start with just my fingertips, brush them against the fabric of that skirt. Press my palms against you, slowly, curl my fingers, snag the cloth, pull it tight and then let go, tease you."

Sarah inhaled deeply, and nodded her head. "I see. And then?"

Chuck's hands loosened their grip on the armrests of his chair, and he began to slide them back and forth, barely brushing one set of his knuckles against Sarah's thigh as it pressed against his chair.

"I'd move my hands to trace lines across the small of your back, press my fingers into the center, just hard enough to push you closer to me. Your hands would rest against my chest, as if you're going to push me away, but you wouldn't."

"I wouldn't," Sarah repeated, a hint of warmth in her voice.

"And our faces, they'd be so close, and you'd want me to kiss you. I'd want to kiss you, too; but instead I'd lean in and brush my cheek against yours, feeling the smoothness, and press my lips against your ear, and breathe lightly into your ear."

"I'd like that."

"I'd try to be able to tell if you would. I'd listen to your breathing, feel to see if you were leaning into me for more. And if you did, I'd press a kiss into your ear, the smallest of kisses, and then exhale again into your ear before kissing the start of your jaw. The edge of that beautiful face."

"What then?" Sarah asked, her voice lower.

"That's where I'd start our kiss, Sarah," Chuck said, slowly standing up, dragging his knuckles against Sarah's thigh and keeping contact with his forearm against her waist and he placed his palms on the conference room table and stared down into Sarah's eyes. "I'd kiss you there, right next to your ear, on the start of your jaw, and grip you tighter and tighter as I kissed along your jawline to your chin. By the time my lips would be just barely brushing against yours, I'd have an arm wrapped around your waist and my fingers weaving into your hair – that amazing, silky hair that I can never stop looking at, that I think about all the time, that I've spent countless hours wondering exactly what it feels like. I'd be remembering every detail about how you feel as I finally pressed my lips into yours, tensing up into the most overdue kiss in human history."

Sarah was breathing heavy now, keeping Chuck's stare, leaning into him to keep that small bit of contact against his forearm. "I'd kiss you back," she said, her voice a breathy whisper. "I'd be taking every sensation in, slowly, lingering on every detail of your lips, your hands, your body against mine. I'd be enjoying every last bit of you."

"I'd run my hands down your sides, your hips, your thighs."

"You'd feel lace. My bra, my panties, the tops of my stockings. I'd have dressed that day thinking about the moment you'd see what I was wearing underneath. I'd have dressed to please you."

"I'd be pleased."

"I'd unbutton your shirt. See your chest, your broad shoulders. I'd tell you about how many times I've wondered what you looked like without a shirt. I'd rake my fingernails over your bare skin."

"I'd tell you that I've imagined this moment, over and over again, a hundred different ways and a thousand different times. And I'd know that none of them had held a candle to the real thing."

Chuck and Sarah were inhaling and exhaling in unison, all tension and electricity. Neither moved from the positions they had been in. Neither looked away from the other's eyes.

Finally, Sarah pushed herself into a standing position. "Well," she said, smoothing her skirt. "Seems like you've got a handle on things."

Chuck blinked a few times, immediately feeling the absence of Sarah's proximity. "Yeah," he finally said. "Got it under control now."

"Good," Sarah said, walking toward the Castle stairs. "Because I'd hate to think I was taking advantage of you when we go back to my hotel room." She began climbing the stairs as Chuck stood, mouth agape. Sarah paused near the middle of the steps and leaned down.

"I'm telling the truth, Chuck." Sarah resumed her ascent, with Chuck hot on her heels.

XXX

"Hi, this is Sarah. Leave a message at the beep."

"Walker. This is Casey. Did you check out a vial of the truth compound? I'm showing one missing from inventory.

"And why aren't you answering your phone? Where's the moron?

"No one tells me anything."