A/N: I was trying to write on some of my other stories but was coming up empty. A song on my Youtube recommendations ( 'She Used to be Mine' from the musical Waitress) sparked an idea, and while not really based off of the song so much, it planted a seed nonetheless. This is an AU obviously. Let me know what you think.

Disclaimer: Don't own Chuck, blah, blah, blah. Don't own Waitress either, just to cover my bases.

Chapter 1

"Can I get you a warm up Ernie?" she politely asked with her usual cheerful grin. It was getting close to closing time but she tried to never let the weariness show.

"Ohhhh. I'd better not. Keep me up half the night otherwise. I'll take a piece of that there cherry pie, if it's not too much trouble? Can you pack it up to go?" the older man asked as he sat back in his chair, rubbing his hands on his stomach as if to soothe the tension from the generous meal.

"You got it," the young woman chuckled as she turned to head toward the only other customer in the diner. As she approached, she appraised the young man. He was a regular over the past few weeks, but always quiet, kept to himself. He rarely said more than 'Please' and 'Thank you' outside of placing the same order every time: two eggs over easy, a buttermilk biscuit and black coffee. He was certainly not an unattractive man but most notably he had kind eyes and a warm smile, though it was guarded, sheepish even. He sat in the same remote corner booth, every day for hours. She'd wondered if he were homeless, given his often rumpled appearance. Eventually, as the days drug on, she noticed he started to show up looking a little more put together. His clothes less wrinkled, his dark, curly hair a little more managed. In recent weeks he had taken to bringing a laptop with him, which seemed in large part to dispel the homeless idea. Nevertheless, he seemed shy and harmless and always left a generous tip. They were never so busy that they needed the seating, so she just let him stay.

"Can I get you a warm up, Sweetie?" she asked with a kind smile. He looked at her briefly with wide eyes and then scanned the diner. Sheepishly, he gave a small smile and nodded, his cheeks and neck taking on a bit of color. She thought the reaction seemed a bit odd for just asking for more coffee but she let it go.

"Please," he uttered, his voice a little gravelly. She nodded and filled up his cup. As she turned to leave she replayed the scenario in her mind and then realized what she had said.

"Sir. I'm-I'm sorry. I normally call everyone 'Sweetie' or 'Hone' or something along those lines. The old timers seem to enjoy it. I didn't mean to sound too forward," she rushed out apologetically.

He gave her a smile and just nodded in understanding, "S'okay" he replied. He offered her a small tip of his cup as a thanks before taking a sip. She returned the smile and turned back to work. As she made her way behind the counter she returned the coffee pot and started to cut a slice of cherry pie.

"How's things comin' with that pie, Sarah?" Ernie hollered, mirth evident in his tone.

"Oh, you just keep your shirt on. I'm workin' on it," Sarah returned with mock frustration and a wry smile. She put the pie in a to-go container and brought it around to his table. "There's your damn pie," she said with a smirk. "I put an extra piece in there for Marjorie when she gets off work. And don't you think I won't let her know about it too. So don't you go eatin' both of those." Sarah chided him with a pointed finger.

The older man let out a hearty chuckle, "Sarah, you are one tough lady."

"And don't you forget it!" She nodded and gave a wink. The man passed her the handwritten bill along with some cash as he raised to leave.

"You keep the change, Darlin. Give Molly our best too, huh?" He tipped his hat to her as he departed.

"Thanks Ernie. Will do. Take care now," Sarah waved her goodbye. She walked back to the cash register and went back to the paperwork she had started earlier. She was adding up the receipts for the day on a small adding machine. She surveyed the diner to make sure nobody else was around and then started counting out the money from the drawer, noting the total on a worksheet on the counter. She then added the few credit card receipts she had and began to do the math. When she finished she put her elbows on the counter and her forehead resting in her hands. She closed her eyes and let out a long sigh. She was down a cook and a waitress and STILL she was barely covering expenses. With the reduced menu, it was basically just the regulars who were keeping her afloat. She wasn't sure where she was going to get next month's rent, let alone enough money for food.

A clearing of someone's throat roused her from her deep thoughts. She lifted her head to see the quiet stranger standing at the counter, his dirty dishes in hand. He slid them onto the counter and then placed his check on the counter next to it, a look of apprehension. That was probably the first time a customer had ever cleared their own table. She just gave him a quizzical look, not knowing really what to say.

"Uh...Th-Thank you," the man managed to stumble out. He smiled and nodded at her and then left. Sarah managed a slow wave as she watched him go. He seemed like a rather tall man, but his shoulders were always hunched, his focus on the ground. A small part of her wondered what his story was. She shook herself from her thoughts and cleared the dirty dishes. She came back to collect his check and payment when she noticed there was some writing on the bottom of the check that was not her's. She spun the check around to read it.

"Thank you for your kindness - C"

That brought a smile to her face and lifted her spirits some. It was always nice to know that your efforts were appreciated. "C"? What does 'C' stand for? Hmm. She took the $4.50 check and pulled the cash from behind it to add to the till. She froze solid when she saw what she assumed would be a ten dollar bill but was actually a hundred dollar bill. Her jaw dropped in pure shock. This is clearly the biggest tip she had ever received. Wait! This had to be a mistake. No stranger would just give someone this size of a tip. Especially for such a basic meal. Unless...unless they were after something. Trying to buy their way toward … something. Oh, no. That was not happening! Was that why he was here everyday? Well, she was going to have to nip this in the bud, and quick. She set the check and hundred dollar bill under the till and locked it up for the night.

Sarah washed up the dishes and wiped down the counters before shutting off the inside lights. It was just past 9:30 and she would have to be back in the morning at 6:30 to open. She sighed at the thought of it. She turned off the outside sign and then locked up the door. She looked up at the now dark sign on the front of the diner - "Emma's". She gave a sad smile admiring the sign and then turned to head to her car. She looked around, cautious of her surroundings, not naive to the dangers of walking to her car alone at night. Out of the corner of her eye, she noticed a brief flicker of movement coming from a car parked down the street. When she turned she didn't notice anything but she kept an eye on it through her peripheral vision. Safely making it to her car, she locked herself in and made her trek home.

Walking through the front door, she dropped her keys in the bowl on the entryway table. She leaned her back against the door and blew out a long sigh. The creaking of the old wooden steps drew here attention.

"Hi, Sarah. How was work?" the older woman asked as she reached the bottom of the stairs, a cane in one hand to aid her descent.

"Hi, Judy. It was … long… and frustrating," Sarah confessed as she pushed off the door to walk toward the woman.

"Oh, Sarah. I'm so sorry.. Still no takers for the vacancies at the diner?" the older woman inquired.

"No. I can't afford to pay them anyway, even if I could find somebody. I...I don't know what to do at this point," she confessed with a long sigh, running her hands through her hair. "Mom loved that place, but...I just…" she trailed off biting her bottom lip. "I never get to spend any time with Molly or spend time doing work around the house. Plus you have to watch things here all day while still recovering from your surgery. I should be helping you! … I can't tell you how much it means to me for you to help keep an eye on Molly. I wish I could pay you something. I-"

"Oh, nonsense," Judy interrupted. "I'm happy to do it. Besides, all Tom wants to do is watch fishin' and huntin' shows on TV and nap. At least here I'm never bored. That Molly is an angel and smart as a whip," Judy smiled and grabbed Sarah's hand. "And don't you worry about Molly. She loves you so much and looks up to you. She sees how hard you work. She knows you do it all for her...and for Emma. I know for a fact that Emma would be so proud of you….I know I am," the woman gave her a teary smile and squeezed her hand. "Well… I saved you some leftovers in the fridge. Please be sure to eat. And don't you worry about the laundry. Molly and I took care of it. She's a big helper."

"Uggh, Judy. We would fall apart without you. Thank you so much," Sarah moved in and gave the woman a hug. "You gonna be OK gettin' home?" Sarah inquired as she pulled away.

Judy gave her a small chuckle, shaking her head. " I live like fifty feet from your front door. I think I can manage. I'm not that old and feeble yet,"she retorted in good humor.

"Alright then. Have a great 'll see ya tomorrow," Sarah waved as Judy made her way down the front steps. Sarah closed the door and locked up, turning off the front porch light when she could see that Judy had made it safely home across the street. She turned and headed up the stairs. Quietly she pushed open one of the bedroom doors to see the room bathed in the faint blue glow of the nightlight. Molly was fast asleep, curled up with her stuffed dog Crusty. The origins of the name she was never made privy to, but somehow the name seemed to make sense. The girl's long blonde hair spilled across her pillow and partly across her face. Sarah moved close, pushing the stray hairs out of her face to rest behind her ear. Leaning down she gently placed a kiss on her forehead whispering 'Night Sweetie'. Before leaving the room, Sarah watched over Molly, admiring her peaceful innocence. It gave her a renewed sense of purpose, to know that it was now her job to raise and protect this little girl. Everything else was secondary.

After reheating some leftovers in the microwave, she sat at the kitchen table eating in silence. If only her mom were still here. She would know what to do. She always knew what to do. Then again, if she were here, Sarah wouldn't be in this situation. She'd be putting her degree to use maybe or working on her masters. Instead she was trying her damnedest to keep her mother's dream alive. Trying, and failing quite spectacularly, at keeping the business that her mother and Will had built from going under. She missed them both so much and she knew Molly did too. She's such a strong little girl but this all had to be taking a toll on her. Sarah knew she needed help but there was little help to be found. If Judy hadn't offered to watch Molly before and after school, she'd be sunk for sure. Plus she knew nothing about being a parent, well a guardian, but she was still ill prepared for that. She hoped that being a big sister would be enough for now.

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Sitting in the darkened car, he watched as the lights in the diner went out and the sign out front went dark. Even in the dim street light, she looked angelic with the amber glow suffusing her. He shook the thought from his head and realized she might be able to see him, so he quickly ducked down. He had been surveying the area, holding vigil to make sure that she made it to her car safely. He had been doing this for weeks, ever since a group of drunks had hassled her when she was closing the diner one night. She was a strong and independent woman and had proven she could take care of herself, probably far better than he could if he were to make the foolhardy attempt to intercede. There had been no further issues since, but he felt better knowing that someone was watching over her. She would likely never accept that sort of help, especially from him. She was so smart, kind, confident and had this inner beauty that was so strong it escaped through and manifested itself on the outside as well. She was such a magnificent person and he was ...well..he was 'him'. She would have no cause to give someone like him the time of day. Nobody like her had even recognized he was alive much less wishing to engage in conversation. He was the nameless nobody in the crowd. The weird idiot who sat in the corner booth, day in and day out.

From the very first day he risked coming to the diner, she had treated him so kindly, he was immediately mesmerized. Sure it was her job and she was equally as kind to all of the patrons, but it was so foreign to him that he was moved. The simple act of her smile made him want to melt, yet at the same time when she spoke to him he froze. So much so that when she first asked for his order, he uttered the first things that came to his mind. He didn't even like eggs over easy but that was what he ordered. Every day since, she asked if he wanted the usual and he was too dumbstruck to speak up and tell her otherwise. All he could get out was 'Yes. Thank you". So for weeks he had been eating the same thing, not saying a word. It was well worth it to be able to see her, watch her everyday. God, I'm a stalker! What the hell is wrong with me?

He drove home and parked in the alley parking space behind the house. He walked up the path and climbed the outside stairs to the detached garage's upstairs apartment, which he rented from the widowed Mrs. Fitzgerald. A very kind and generous woman that did not take no for an answer. While he kept mostly to himself, he did check in on her to see if there was anything she might need help with around the house. That usually got him an invitation to lunch, which he could NOT refuse, followed by stories of the good ole days. Not having much family to speak of nor many fond memories of them, he rather enjoyed listening to her tales of kinder, gentler times. She was like the grandmother he never had but realized he'd always wanted.

He pulled a soda from the fridge and sat on the small couch in the makeshift living area. His thoughts drifted back to what he had witnessed tonight. It didn't take a Rhodes scholar to tell that the frustrated and dejected sigh following her going through the days finances meant that there were troubles. It was not the first time he had witnessed it, but it seemed to be taking a greater toll on her. That perhaps things were getting more desperate. He knew he could not talk to her about it. Hell he couldn't even tell her his real damn order or God forbid his name. Not knowing what else to do to help her, he made the small gesture of giving her a very large tip. He wanted to give her something, to somehow lessen her burden. He'd gladly have given her more but didn't want to overstep his bounds. Perhaps even this much was crossing some line. She probably would not take kindly to handouts, so he would have to come up with some other way to help her. He pursed his lips and moved them side to side in thought. He then grabbed his laptop and started doing some research. He had a thought but would have to proceed cautiously or else it would ruin everything.

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Morning came and he realized that between his research and doing some coding for work that he had not slept. This was not an uncommon occurrence unfortunately. His stomach growled, demanding some sort of sacrifice so he quickly freshened up, grabbed his messenger bag and headed for the diner. He occupied his usual out of the way booth and scanned the place. There were very few people here at 7:15am. The diner opens at 7:00am sharp but most people did not file in until closer to 8:00 as they were on their way to work. With it being so quiet, he could overhear a conversation coming from an office that was down a small adjacent hall.

"Miss Walker… Sarah. I really am sorry. Truly. I'm trying my best to delay things as much as possible but you're going to have to make some hard decisions soon. I loved Emma to pieces. We all did. I know that Emma loved this place and sunk everything she and Will had into it. Unfortunately with the state of things now and being so far behind on bills, it may be time to consider selling the place."

"This was my mother's dream. I can't just give it up, throw it away just because of some ... setbacks. This and the house are all Molly and I have left of her. I can't sell it."

"Well...perhaps we could find some...investors. Some partners that may be able to offer some much needed capital in exchange for profit sharing and a small stake in the business."

"Absolutely not! I'm not letting anyone else come in here and ruin what my mother has built. I'll...I'll just have to come up with ...something."

"Well, at this rate, you have until the end of the month before the bank will begin the foreclosure process. I'm sorry, Sarah. I really wish there was something more that I could do."

"Thank you Mr. Kellogg. I appreciate everything you've done for my mother...and for me."

The office door opened and an older man in a business suit walked out, closing the door behind him. The man noticed him looking his way and offered a tight smile and a nod as he left the diner. The only sounds were the faint music playing in the diner and the sound of tires on the road outside. Then he heard the distinct sound of sniffling coming from the office and his heart nearly shattered. The events that had just unfolded had shaken the inflapable, and frankly, intimidating woman. How could it not? The story alone made him want to cry for her but this...he wished so much that he could ease that pain and suffering. He knew what it was like to lose the ones you loved. But to then lose their legacy as well must be crushing. He found that he had to wipe a lone tear that escaped down his cheek. His resolve was now strengthened even more. He was going to help her and help this diner, no matter the cost.

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Sarah wiped the tears from her eyes and cheeks and did her best to look presentable. She took a few cleansing breaths to get her mind focused and then she left the office and headed out to great the day. As she walked onto the diner floor, an older couple walked in, causing the bell on the door to ring.

"Morning! Have a seat wherever you like, I'll be with you in just a moment," she said cheerfully as she made for the counter to get a coffee pot and two coffee mugs. She made her way to their table and as they were settling into their chairs Sarah began to pour them coffee.

"Morning Bill. Thelma. How's everybody?" She inquired as she topped off the second cup.

"Oh, good. Good," The older woman responded. "The kids never call. Never write. We thought this day would never come," she exclaimed and her husband broke out into laughter as they all joined in.

"Oh. That's funny. Well, I'll give you two a few minutes to look over the menu and I'll be right back." Sarah began to walk away but caught him out of the corner of her eye. 'Him'. That odd man with his rather suspicious tip from last night. He has the nerve to show up here now, after that? She didn't know what his game was, but she was about to find out. She marched to the cash register and pulled the check and the hundred dollar bill, closing the drawer rather forcefully. She stormed across the diner toward his table, but the normal cheerful smile that graced her face all day was now replaced with a very tight smile that seemed to be holding back the gates of hell.

"Good Morning. Care to explain this?" Sarah slapped the check and the cash on his table, causing him to jump. He just sat in wide-eyed astonishment at the display. There was even a healthy does of fear in his eyes.

"Uh..I um… I don't...I was…it was just..." He stammered and failed to be able to piece together a simple thought.

"What? You thought that this big tip could just buy you special services or something? Is that it? Hoping this 'stupid waitress' would do 'anything' to show her gratitude?" She spat.

"Whaaa?! N-No. ," he shook his head vehemently.

She forcefully slid the check and the cash toward him, "I think you should just leave. I don't know what kind of game this is, but I don't have any time for it. So just go … and just… don't come back," she pointed at the door, her brow deeply furrowed and then spun on her heal and headed back behind the counter. She tried to regain her calm as one of her regulars just came in.

"Morning Mrs. Fitzgerald. Sit where ya like. I'll be right over," Sarah addressed the older woman as she made her way behind the counter. As she was getting the coffee pot and a mug, she saw the focus of her anger walking past Mrs. Fitzgerald, his shoulders slumped.

"Morning! Where ya off to in such a-", she addressed the man but was cut off as he passed.

"I'm sorry. Will you please excuse me?" he said as he passed her by and left. The older woman looked at the door, perplexed and then turned to her favorite seat and sat down.

"Morning, Mrs. Fitzgerald. What can I get for ya this morning?" Sarah inquired as she poured the woman her coffee.

"What got into Chuck I wonder? He's always so nice and polite with a smile on his face. But it looked like someone kicked his dog," the older woman offered.

"You...you know him? The tall, dark haired man that just left?" Sarah stood up straight, to eye the woman.

"Well, yes. Of course. He rents the apartment above my garage. Chuck's a great young man. He always checks in on me, just to see if I need anything. He's a really good listener, you know? Now that my Charlie's gone, it's nice to have a man around the place again. I wonder what's got him so upset?" She pondered, seeming genuinely concerned.

Sarah sighed in resignation, "I suppose I had something to do with that," she gave a sheepish half-smile.

"Wh-what do you mean Sweetie? How do you know Chuck?" she inquired.

"Well. I don't really 'know' him. He comes in here everyday. Orders the same thing and sits for hours. A little odd, to be sure. Then…" Sarah sighs again and closes her eyes for a second. "Then last night he left me a 'tip'. A very, very large tip, along with a note on his check thanking me for being nice." Sarah shook her head. 'I was in a pretty bad mood to begin with last night…"

"Ohhhh. And you saw this large tip as a ..'down payment' of sorts. Trying to butter you up for something else. Am I right?" Mrs. Fitzgerald continued. Sarah just nodded.

"I got some rather bad news today and I'm afraid I took it out on him." Sarah winced. "I told him to leave and not come back. Gahhh. Did I blow it way out of proportion?"

"Wellllll… I'd say it may have been a bit harsh, but I certainly can't fault you for watching out for yourself. What I do know is that he is a very kind and caring man. He's also very shy and reclusive sometimes. I got the impression that he finds it exceptionally difficult to talk to women. I'd suspect even more so with the likes of you," the older woman gave a wink and a knowing grin. "I tell you what. Since you're closed on Wednesdays, why don't you come over to my house for lunch. We can catch up and I can invite Chuck over and introduce you."

"Oh, I'm pretty sure after today he's not going to be interested in talking with me," Sarah confessed.

The older woman just chuckled then made a circular motion in Sarah's direction. " My Dear, the look of you can forgive a great many sins, I'm sure. Besides, it will give both of you a chance to explain yourselves. You owe me a lunch too, by the way. So I'm not taking No for an answer," she chided playfully.

"Alright. Alright. Fine. It's a date. Well..not a 'date', just a…nevermind. I'll see you at noon on Wednesday. Now, what can I get ya?"

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Chuck left the diner, his world spinning around him, everything in a blur. He felt like he would be sick. The place he looked forward to coming everyday, he was no longer welcome. The woman he had grown so entranced by, thought of him as some sort of creep and had literally dismissed him. The one place he enjoyed being, really felt at 'home' and he was no longer welcome there. His chest hurt, like some invisible hand was crushing it like a soda can.

He sat in his car, white knuckles gripping the steering wheel as his head rested against it. He tried to control his breathing and regain some control. As tears silently streaked down his cheeks he recalled the overheard conversation this morning. The one that had brought Sarah to tears. What would he do now? Was he still going to help her now? Now that the place he so wanted to save he could no longer visit? Now that the woman he wanted to save it for seemed to hate him so much? He searched his heart and there was only one clear answer; Yes.

Chuck sat up and blew out a long breath. He wiped his eyes and with renewed determination he had a plan. It couldn't be known that he was behind it for fear of throwing gasoline on the already blazing fire. But now he knew where to start. He did a quick search on his phone and then pulled up some directions. After the short trip he found himself parked outside an old downtown storefront that had been renovated into an office. The lettering on the door read "James M. Kellogg - Attorney at Law". Chuck got out of the car and walked to the door. Here goes nothin'.

A/N2: So there we have it. Let me know what you think. I'd like to hear if this is even of interest to anyone. PMs and reviews are welcome as always.

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