A/N: Just a little back ground on this story. One of my favorite episodes but also one of the worst endings was Suburbs. I never quite believed that Sarah could truly be that cold. I have read a lot of stories and this always seemed to be a topic of a lot of them. The thing I never liked though, was either one, they turned Chuck into some Rambo and had Sarah chasing him, or two, they turned it into a Sarah bashing session and filled it with so much angst it went over the top.

What I want to do is stay as true to the characters as I possibly can knowing one, where they were at in that time frame and where they are now in our current show. So in other words, don't expect Chuck to go join some elite organization and become a killing machine and don't expect Sarah to become some love sick crumbled form of her true self. I want to take what we already know, Sarah does have very strong emotions for Chuck and we have seen her cry and show those emotions and we do know eventually what happens when someone messes with her Chuck (see Phase III). What I want to see is if their relationship had changed into a true friendship at the point of Suburbs, how would Sarah and Chuck have acted from that point. How would events change for both of them if they were truly best friends from this point in their lives.

Also, I want to explore Chuck's friendship with others, especially Casey. Once again, how would things have changed from the point of Suburbs if Casey and Chuck were best friends. The story will mostly center around Chuck and Sarah but will have a lot of Casey and other characters. I will try to stay as close to cannon as I can.

I will also try to stay as close to time line and events as I can with maybe going AU just for a few things but hopefully nothing so out of whack that this becomes a full fledged AU. I really want to stay true to the original intent of the show but as always make it so much better. After all, who wants to read an exact replica of what we can already watch. I want to take it farther.

Hopefully you will enjoy my version of what I think should have happened. Remember, this starts on the Night after the Suburbs mission. Season 2 Episode 13.

Thanks again to Gladius for all his hard work on helping me with this.

I don't own Chuck.

Chapter 1 - The Beginning of Something New

Chuck had never been more excited and if he had to admit, more nervous, then he was right now as he was heading over to the Orange Orange. Sarah and he had just got back from a very successful mission in the suburbs and he could honestly say at this moment, he had never felt closer to Sarah.

He smiled thinking back to that morning where she made him breakfast. No surveillance, no bugs, no government, no cover, nothing, just Chuck and Sarah. He had never seen Sarah so happy and carefree as she was in that kitchen, making him breakfast. It was a vision he would never forget and it was what gave him the confidence that he needed now.

He was just about to the door when he stopped briefly; self doubt once again creeping into his soul. They had played a cat and mouse game, a will they won't they routine for so long, he couldn't imagine a life with, well with truth and honesty. Sarah and he being able to show their true feelings for each other was just a pipe dream, it could never happen. He almost turned around but then he remembered the night when Fulcrum uploaded their Intersect into him. The night they tried to do the same to Sarah but he and Casey saved her.

He remembered the look of helplessness on her face as she thought he had been turned. It was his turn to play the hero as he grabbed her head in his hands and held onto her tight as Casey initiated the Intersect upload. She had gripped his hand so tight, trying to draw strength from him and he was there to hold her, to protect her. For the first time since they met, he truly felt like she actually needed him. He wondered to himself what might have happened if Casey did not walk in the room after the Intersect upload was complete.

He had seen the look in Sarah's eyes and he knew she wanted more. But the big oaf had to come in and ruin everything. But remembering that look, remembering the breakfast, remembering all the other hidden moments; that is what gave him the strength now. He knew Sarah had a brief meeting with Beckman but he was hoping she would want to continue where they left off in "their" house. Okay, that would be his dream, but reality was he just wanted to spend a nice quiet night away, order in some pizza, and just watch a movie. No mission, no lies, just the two of them, finally able to relax. And who knows…

. . .

Sarah had just gotten done with her briefing. Her heart was shattered. She hated the Government so much right now. Well maybe not hated it, because without her job, she would have never been able to meet the greatest man alive. She was so close, so damn close to finally giving in and telling and showing Chuck how she truly felt. She wanted to show him that her making him breakfast was something she wanted to do everyday. Waking up with him was something she dreamed of doing. But then once again, she and Casey failed Chuck, allowing Fulcrum to upload their Intersect, thus making Chuck even more valuable now.

It took everything she had to convince Beckman not to throw him in the bunker. With so much vital information now in Chuck's head, Fulcrum would increase their efforts ten-fold. In order for Chuck to be safe, she could in no way be compromised. If they 49B'd her now, Chuck's new handler would definitely throw him in a bunker. If not that, then they would most likely treat Chuck like Beckman treated him, like a machine. Beckman would never allow another agent that might be compromised to replace Sarah. No she would bring in the queen robot herself, Alex Forrest, and there was no way Sarah would allow such an emotionless, cold-hearted bitch to handle Chuck.

No her heart was broken, but it was a price she was willing to pay to keep Chuck safe and free. She just prayed that Chuck would understand. She had to put the walls back up or she would lose him forever. It was selfish, that she wanted to stay. That should have been more then obvious when she gave up the chance to run away with Bryce. But she was not going to allow anyone but her to protect Chuck, it just was not going to happen.

The final words of General Beckman haunted her as she made her way up to the Orange Orange. "The Honeymoon is over". Beckman had no idea how those words pained her. She was almost to the top when she heard the bell ring to the Orange Orange. Her heart burst when she looked at the monitor and saw it was Chuck. She had to pause momentarily to regain her composure as she saw how handsome he looked. They were in matching outfits and it broke her heart even more thinking how cruel the fates were. She looked down at her own outfit, all dressed in black. How fitting she thought as she felt like she was going to her own funeral.

"Hey, everything okay?" Asked Chuck, a concern in his voice as he spun around to face Sarah.

"Just a routine debriefing." Sarah responded not able to look into those chocolate brown eyes.

"I was wondering…" Chuck started

Sarah froze, oh God, no not now, as she secretly eyed the surveillance in the room. Oh please Chuck don't do this here.

"If you wanted to swing by the old cul de sac tonight?"

And here it goes Sarah thought. The one thing she dreaded but she had to do. She could not let the powers that be even have an inkling that she was compromised. Worst of all, she knew this was going to hurt Chuck. She had no choice as Agent Sarah Walker; frost queen extraordinaire, came over her.

"Why?" And there it was the hurt in his face. One word and she knew she had stabbed him through the heart. It was officially the worst moment of her life…

{* * *}

Chuck was deflated as he returned from the complete debacle with Sarah the robot, and now he was left to finish his brief confrontation with Ellie. Ellie had such high hopes for him and Sarah and he could just tell she was so disappointed at the revelation that he and Sarah would never be anymore then they are right now. That thought haunted him as he plopped down on his bed. He briefly looked up to the Tron poster as if that would be his beacon of strength. They could never be more then they were right now. And what exactly were they right now? NOTHING! Everything was fake.

He rubbed his hands over his face, trying his best to wipe away the pain and sorrow. He almost felt empty inside. It was hard for him to explain. There was heartache at the way Sarah treated him at the Orange Orange, so yeah, he knew he still had a heart so maybe empty wasn't the proper word. Hollow? Maybe devastated? Destroyed? End of the world, never want to see the light of day, wish I was dead? One of those obviously fit.

I mean how could I be so wrong? He wondered. I am supposed to be good with this whole ability to decipher data. Well the data was there, but it definitely did not compute the way he had thought. Sarah had shot him down like she was some kind of freaking robot. As if nothing they did on the mission in the suburbs meant anything to her. Is she that cold hearted or is she just the best damn actress on the planet?

Chuck just could not fathom how another human being could act like that. Maybe if he had years of training in the CIA he could understand, but it was not in Chuck's DNA to even remotely be able to turn his emotions on and off like that. This was why he was having such a hard time understanding how Sarah could do it.

He almost laughed to himself thinking of his track record with girlfriends. Was he completely off in his ability to think he had chosen the right girl? Yeah that had worked so well with Jill. He really thought Sarah was the one though, that his luck had finally changed, but that all came crashing to the ground in a big old fiery ball of doom today. Chuck once again looked at the Tron poster, knowing what was behind it.

His thoughts came back to Sarah as she asked for the ring back. And that was not even the worst part. She kept rolling her eyes at him while he was trying to have a civil conversation with her. Okay maybe it did seem a little odd the way she did it, but what else would it have meant. She didn't have to be so rude, even when she was ripping his heart out and stomping it into the ground. I mean it was just one more night. Why? Was he really that pathetic to be around? I mean at this point even the old, Chuck we can't do this because it would compromise me blah blah blah crap would have been better then just the coldness from Sarah.

A quiet knock was heard at his bedroom door.

"Chuck honey. It's Ellie; can I please come in for just a moment?"

Wow, Chuck so did not want to do this right now. He loved his sister but now was not the time for one of Ellie Bartowski's lectures. Even so, it was his sister. Really the only woman left in the world that still loved him, and thank you conscience for pointing that out. "Yeah, come on in Sis."

Chuck knew right away this conversation might get deep as he saw the stern look on Ellie's face. He had seen that look quite a few times before. When he needed her help on which college to attend, when he asked her what he should do about Jill, when he needed advice about whether he should take a baseball bat to Bryce, and more recently, what he was going to do with his life. Yeah, this could get deep.

"Just a second sis, gotta log out of my computer game." Chuck typed something into his computer. He didn't need the government spying on him during this conversation so he initiated his surveillance loop. It would give him about ten minutes so he hoped that was long enough. He had programmed this a couple months ago originally with the intent that one day, God forbid, Sarah and he might need some privacy. Well that never worked out so he had come up with other uses for the surveillance hack. Having access to Castle can be so beneficial at times.

Ellie came and sat next to him on the bed. She put her comforting hand on top of Chuck's. "Chuck honey. I am so sorry that you and Sarah are having a rough time right now. I know how much she means to you, and whether you admit it truthfully or not, I know you wish things could move forward."

Wow his sister knew him better then anything. He hated lying to her for so long, she deserved so much better then that. He wanted so badly to tell her the truth. Then she would know exactly what he was going through; but he was in cahoots with an organization that didn't know the meaning of the word truth, honesty, or even love. He had only been part of this organization for a relatively short while but they had already infected him with their disease. He felt like any moment now his skin might turn to metal and a light would start spinning where his head was. 'Does not compute… Does not compute…' He knew it was just a matter of time before he became the very robot that his two handlers had apparently become eons ago.

Requirements for joining CIA/NSA, one must have NO emotion, must have NO conscience, and must be a robot, oh and must be the best actors in the world. Yeah, the government had a type all right.

Ellie could tell her little brother was off in his own little world. She could just imagine what his big old brain must be doing inside his thick skull. It was time for Ellie to bring out the big guns. She saw what Chuck had done on the computer and she figured they could speak freely now; it was time her little brother knew. "Chuck, does all this have anything to do with Sarah being a government agent?"

Chuck about fell out of his bed. "What… What did you say?" Chuck was stunned beyond belief. He knew he had to play it off, but he could not believe what he had just heard.

Ellie just looked at him. "Chuck, I raised you since you were nine years old. I graduated college with a doctorate degree in medicine all the while taking care of you. I have been offered a neurological surgical position at one of the top hospitals in the nation. And most of all, I am one of the nosiest sisters, along with being a clean freak, anyone could ever find. That Tron poster of yours needed cleaning, imagine my surprise when I saw what was on the back. Either way though Chuck, do you really think I am that naive that I do not know what is going on when it comes to my little brother?"

Chuck suddenly became very worried. He hated to think what might happen if the government knew that his sister knew what he thought she thought she knew. Oh man his head hurt right now.

Ellie could see the concern on Chuck's face. "Chuck you don't have to worry. You also know my minor was in theater so I can act the part. I have been doing a pretty good job for the last year haven't I?"

Chuck had so many questions. Wait a minute, she knew for the past year, but how did she keep this from him for so long?

"Chuck, look. I know you have a lot of questions but just know this. Yes I know you are a valuable asset to the government, and yes I know Sarah is a government agent. I also know that John Casey is a government agent. I also know that for a dead man, Bryce Larkin looked quite alive when he was talking to you near the fountain. You do also realize these walls are not that thick right? And Chuck, your "Team" might want to learn a little more about the effects of that truth serum the fake cop gave me; I couldn't move, but I could still hear everything baby brother. But that is not why I came to talk to you."

Chuck had to admit, at this revelation, his problems with Sarah at least at the moment, seemed very far away.

"I need to know how real you want your cover relationship to be with Sarah?"

Chuck was still shaking his head but he knew he did not have much time left before his surveillance loop ended. "To sum it up Ellie, all I know is I don't want to lose her. I can deal with everything else, but if I lose her, it would kill me."

Ellie seemed to ponder this for a moment. "Then you know what you have to do." She knocked on his head like it was a door. "You use that noggin of yours and come up with a plan to get her back. Remember, a good love story always starts with a friendship. Once you are there, and I mean Morgan type friendship, then she will be the one that comes chasing you. Trust me little brother."

For whatever reason, it did make sense. Yeah he wanted more then friendship but he got so caught up in the cover dating that he really never had an opportunity to just be Sarah's friend. I mean they could say they were friends, but that friendship was always marred by the fact he had always wanted more. Thus the true friendship could never take hold and blossom. And a friendship although in theory could compromise an agent, definitely should not be looked down upon as much as a deeper relationship would. It definitely would be easier to not have to hide anything.

He smiled as Ellie miraculously compared it to the one person that annoyed her the most, Morgan. It had originally caught him off guard that she would even suggest becoming friends like he was with Morgan, with Sarah. But when he realized how loyal Morgan was, the little guy would do anything for Chuck, anything. Then maybe it did make more sense then he originally thought. But would Sarah even want to be his friend?

"Remember who you are Chuck. Remember what is inside you. I know what your thinking Chuck. Would Sarah even want you as a friend? Well guess what little brother? You ask yourself how many enemies you had growing up. You ask yourself how many people ever thought ill will of you. No one Chuck. You have faults, sometimes to many to count, but one thing you were always a super hero at was being a loyal friend."

Chuck knew she was right. He may lack in a lot of areas but the one thing he always was, was loyal. Maybe to a fault, but when you were friends with Chuck Bartowski, then you had a friend that would do almost anything for you. There was nothing more important to Chuck then family and friends. Since it was obvious Sarah did not want to be an 'official' member of the family any time soon, then she would just have to fall under the category of friends. And honestly, that wasn't a bad thing as Chuck started mulling it over.

Ellie got up to leave and paused at the doorway. "And Chuck, I know that pretty much everywhere we go is monitored. So we will continue to play this game where I pretend that I am clueless and you pretend to lie to the one woman in this world who loves you more then any other." Ellie laughed as she walked out of his room. "When this is all through, I should receive an Academy Award."

And once again, Chuck was completely stunned. As if he did not realize it before, his sister was incredible, more then incredible. Was there even a word for someone more then incredible? And now, with her knowing at least enough of the facts, she had given him the opportunity to do something about it. He was tired of the moping around, the whining, the jealously, the annoying nerd that always seemed to follow Sarah around. Now that he thinks about it, no wonder she could not stand him.

He stared at the Tron poster once again as his resolve started to build, no more he thought. If he was going to win back the girl of his dreams, he would need to come up with a plan. The greatest plan of all. He knew what was behind the Tron poster, and now he would use that as a blue print for his new plan. The plan to win back Sarah Walker. It all would start with a simple friendship, and that he knew he could do.

{* * *}

Sarah sat on her bed in her hotel room; legs crossed underneath her, holding a very special photo in her hands. She looked around the room as if expecting someone to be there, after all she could never be to cautious. Beckman had tripled the surveillance on her and Chuck and it even got to the point where Sarah had found a bug in her own room. That was normally off limits but the Government did not see it that way now, especially with how important Chuck was. It was a small sacrifice to keep Chuck out of the bunker, but it meant they were no longer safe to express their feelings. She really had to laugh at herself. What was she thinking? They could monitor her all they wanted, she was such a CIA Agent, she never showed her feelings anyway, especially to the one man who deserved all her emotion. She realized a very disturbing thing, she was Casey with lady parts.

Whether she actually ever thought there was a chance to tell Chuck how she really felt, it was impossible now. She had hoped Chuck would be able to figure out what she was trying to tell him in the Orange Orange. She just wanted to hold him and scream to him that yes, she wanted to go back to that house, but those damn cameras and bugs were everywhere. She hoped he got the hint with her eyes trying to motion to the cameras above but from his defeated look, she was not sure he got it.

She sighed as she sat there thinking of all she had to give up throughout her entire life. For what? What had it gotten her? And now she was asked to sacrifice again. She honestly did not know if she could do it. She did not know if she could continue to hide her feelings from Chuck. The only thing she did know is that she would do anything to protect him. But even that was such a stupid thought. She would protect him from anything but a broken heart. God she hated this.

She held the picture just a little longer as she traced the outline of Chuck in his tux. They looked so natural together even though this was a NSA doctored photo. It didn't matter though; this was what she would hold onto to remember why she is doing this. Who cared if the inventory from the house in the suburbs was missing an item?

Her thoughts went back to her childhood musings as she used to dream about being a spy. One particular dream was her standing on balcony in some vineyard on a romantic getaway in France. In her dreams, it had always been her childhood idol, James Bond asking her to marry him. But recently, James Bond was no longer in the picture. Instead, it was a tall handsome man, with brown curly hair that made funny animal shapes, and the deepest chocolate brown eyes that could melt her heart. She would hold onto that dream. It was the dream and so much more that she was sacrificing now for in the hope of one day her dream, and thus this photo would be real. She would be a real girl. She would be Chuck's real girl.

Her heart sank as she realized just how far off that dream was. For now, she was Sarah Walker, CIA Agent, sent to protect Chuck Bartowski, keeper of the Intersect.

Sarah laid back on her bed, a lone tear in her eye as she realized how truly gone she was. How her nerd had truly infected her. She had been transformed and she just hoped Chuck could see through her hardened emotionless shell. She smiled, she just hoped Chuck could see that she was more then meets the eye, that someday she would be able to transform into the woman he would want to spend the rest of his life with.

A/N: Tell me what you think, I hope you enjoyed it so far. Hopefully you like where I am going. This was probably the most angst the story will have. The next chapter will be the implementation of Chuck's plan.

If you forgot, the Tron poster held all the details about everyone in Chuck's Spy life.