Heart pounding, breathing heavily, Charlie's eyes popped open as the last vestiges of her nightmare went to ground. Waiting for her eyes to adjust to the dark, she found herself again reliving the events in Pottsboro. Mentally kicking herself for not being able to block the memories, she realized two things. One, she was under the wagon tangled up in her bedroll. Two, she was now snuggled (there truly was no other way to describe it) next to the sworn enemy who had unexpectedly saved her. Scooting over, Charlie tried to put some distance between the two of them without abandoning the shelter of the wagon or waking this man who confused her.

Struggling to fall back asleep, Charlie felt a burning knot growing in her stomach with each slow exhale from Sebastian Monroe. In that unreasonable quick anger that sometimes comes over an insomniac when faced with having to listen to the snores of others, Charlie clenched a fist ready to make sure that Bass 's sleep was interrupted just like hers. As she took aim, Charlie suddenly realized she had the unexpected luxury of being able to stare at his face in minute detail…. every wrinkle, crinkle, laugh line, frown line, his smattering of stubble…it was all hers to study without worrying about getting caught.

"Time to make a memory." The thought popped into her head, an unwelcome intruder with no logical reason for it. Letting her mind wander, Charlie recalled a spring after Rachel left. Ben had come looking for her and found her sitting in a patch of wild flowers, the ground still damp from a recent shower.

"Charlie, are you okay? You had me worried, sweetie. You've been gone a while."

Looking at her father guiltily, Charlie had sighed. "Is it bad that I don't want Mom to come back? I like it better with just you, me and Danny. You don't talk to me like I'm stupid or make me feel like I don't belong."

"Charlie, you know your Mom worries about Danny, but she has always loved you." Knowing his daughter was about to put forth a strong rebuttal to his statement, he leaned closer and whispered, "Let's make a memory...just you and me right here, right now."

Intrigued, she looked at him.

"Take in this moment, Charlie. Look around and think about what you're seeing and feeling - the flowers, their colors, the drops of water still hanging off some of the petals. Feel the breeze tickling your skin. Remember me sitting next to you, our knees touching. Smell the mustiness from the rain that just passed. Inhale the fragrances from the flowers around us. At some point in the future, you'll smell another flower or get caught in the rain and that experience will bring you back here…to this time where it was just the two of us enjoying the day. One day, this memory will be important to you."

After a short pause and an uncertain nod from Charlie, Ben exhaled, crisis averted. Loving his strong-willed daughter, he murmured, "Time to make a memory."

Lost in the past, mindlessly following her father's instructions, Charlie was suddenly forced back to the present.

"What the fuck, Charlotte?" Waking up quickly to a feeling that something was off, Bass found Charlie leaning over him with her eyes closed breathing in deeply. "What are you doing? Are you…are you smelling me?" Grabbing her arm, he moved her back to her bedroll.

"Shit, Bass. I'm not doing anything to you. Let go of me, you ass!" Shrugging away from his arm, Charlie flopped onto her back and threw her arm over her face, mad at herself for having been caught.

Narrowing his gaze, Bass scowled over at her. "Do you want to tell me what that little stunt was? What were you thinking waking me up like that? You're lucky I didn't punch you…or worse."

Glaring over at him, Charlie spat back. "I woke up and I couldn't go back to sleep, okay? I was just moving around trying to get comfortable."

"Uh huh. Try again. I want to know exactly what you were doing. As much as neither of us likes it, we're stuck together for a while, and I need to know I can trust you. Right now, I'm not so sure. I don't want to leave you behind, but I will if you don't tell me what's going on."

Silence hung over the campsite. Determined to wait her out, Bass kept his mouth shut. Minutes ticked by until, finally, a brief whisper disturbed the night.

"I was making a memory."

"Making a…?' Astonished, Bass allowed himself a small smile. Making memories was something his family had done growing up and those memories had helped later when it all went to hell. In fact, he recalled sharing the tradition with Miles and the two of them making their own crazy memories. It sounded like Miles had shared it with Ben and Ben had taught Charlie.

Turning on his side to face her, Bass replied, "Go back to sleep, Charlie. You're safe right now. Take advantage of it." His statement was met by a light snore.

"Charlie?" Looking over at his now sleeping companion, Bass leaned closer and breathed in deeply, a combination of something like flowers and rain tickling his nose.

"Time to make a memory,' he thought.