Walter sighed and placed down yet another clean gun. He turns around the room, and slumps against the table. Walter was tired. He had been continually punished by Madeline for his part in the Michael/Nikita/Madeline/Ayn/Operations mess. No matter how often Walter tried to explain his side to Madeline, she would throw him another repetitious job and huff out in a temper tantrum style. Walter was starting to break from the wear and tear of the fighting. It was like it was the Cold War was reinstated and frozen Section One over.

Walter goes to the next shiny black gun and picks it up. It was already clean, as Walter does whenever weapons come back in. Yet, he was doing as ordered. Walter tried to keep in mind that he loved Madeline and she was only reacting upon him in this way because of their relationship. But even that thought was falling apart.

Walter sets the gun down, and feels a lull in the tension. Something in his gut tells him to turn around. Walter turns around and sees the daylight reenter Section's storm clouds.

"SUGAR!" Walter calls out as he bounds out of his cell of torture and heads towards the glowing Nikita who stood in the hallway. Nikita turns and smiles, as her hair flows lightly back and Walter turns his head slightly.

"Did you cut your hair?" Walter asks as he stops a few feet before her. Nikita smiles and nods yes. "Let me hug you, my sugar!" Walter says, and he quickly grabs Nikita up in his strong arms.

"I missed you, Walter." Nikita says with a bright smile.

"I talked to you every day! And it was only four days!" Walter says with a soft chuckle as he continues to hold one of Nikita's hands.

"Well, I'm not offically doing work until Ayn clears me." Nikita says with a little wink.

"So how much did Michael grab for you?" Walter asks with a larger wink back. Nikita turns her head and lets the red flush run up her face.

Nikita leans to the side a little bit and smiles.

"So, Ayn?" Walter asks as he starts to walk down the hall with Nikita. He was pulled to staying with Nikita. He was beginning to feel better and better by just the presense of Nikita. Whatever Nikita had, needed to be bottled and shipped everywhere. The world would be so much better off.

"I could have been back two days ago.. but Madeline insisted that she talked to me." Nikita says with a little roll of her eyes. "She said I couldn't come back until she spoke with me." Nikita says. Walter heartily starts to laugh.

"I gather you said, fine.. I guess I'm out of Section." Walter jokes and Nikita smiles.

"Basically." Nikita says with her million dollar smile and a shrug of her shoulders. "But, Operations intervined.. and made Madeline accept Ayn's opinion." Nikita explains as they turn the corner towards the back office which is Ayn's.

"Ayn said she didn't need to see me." Nikita says as she looks down the hall. "But then, Operations insisted. Has things been as tense as this was?" Nikita asks and Walter stops and mimicks Nikita's glances down the hallways.

"Worse." Walter says, but then he leans over and hugs Nikita. "But much better now." Walter says with a wink and a half smile. He nods down the hall and Nikita slowly nods her head. Walter, wanting to stay with Nikita, but knowing that

Madame Madeline will be back with a whip, not meant for pleasure, he turns and goes back to his cell.

************

Nikita poked her head inside the office doorway, which was wide open. Nikita looked around the room, trying to remember that she was still inside Section. One entire wall was covered with a dark brown fishing net. Sprinkled in this fishing net was some large star fish, and even a sea turtle shell. Nikita stepped forward and Ayn looked over at Nikita with a smile. She pointed to the wicker chair infront of the desk, which looked like it had been piece together with driftwood. Nikita, turns and closes the door and sits slowly down.

"Something to drink?" Ayn asks as she raises up a coconut shell cup and takes a sip. Nikita shakes her head no and stares at the woman.

"Do you mind me asking... but I thought you were from the Moscow substation?" Nikita says as she looks at the office closer now.

"I am... but I spent a lot of time in the Islands. I love the atmosphere down there... steel drums playing into the twilight, the immense starry sky above me.. the crashing of the ocean waves.... Have you been to the islands?" Ayn asks.

"No. I was in Florida though." Nikita says with a soft smile. This side of Ayn threw Nikita for a loop.

"You looked worried... I hope it is not me." Ayn jokes as she takes another sip of the orange liquid in the coconut cup.

"No, it is just not what I expected." Nikita admits as she shifts her weight in the chair.

"Then what is bothering you... I hear that there was a fight about all of this." Ayn says, trying to figure out how much Madeline had trained Nikita with.

"I don't think I can discuss what is bothering me... it would breech confidentiality." Nikita says softly as she starts to wring her hands together. Ayn looks at the movement, and Nikita looks down and pulls her hands apart.

"But it is bothering you. If it is going to hamper you... then you have to tell me.... so you can heal." Ayn says with a soft smile. Nikita listens to the arguement and thinks for a moment.

"But you know the other party." Nikita argues back and Ayn smiles.

"Nikita, I am looking out for you... I know that Viktor.. I mean, Operations is your father.. but the only thing I would tell him would be if your ready to come back or not." Ayn says with a smiles. Ayn knows that it is not an Operations issue, and Ayn is almost sure that Nikita realizes what Ayn has tried to say.

"I know something about Madeline that could change everything around here... It could make all this interfighting stop, or it could make everything worse." Nikita says with almost sad and stressed eyes.

"Maybe it is better just for you to get it off your chest." Ayn says. Nikita looks around the office and sighs.

"Madeline admitted that she still has *strong* feelings for Operations." Nikita says and Ayn nods. She had known that all the while, but for Madeline to admit it, now that was a burden to have.

"Don't worry yourself about this, Nikita." Ayn says with a smile.

"But, it could change Anna's life... and if Operations knew... it could get him back out of my life and focused on someone else." Nikita says as she starts to wring her hands again. Ayn doesn't look down at the hands and allows Nikita to continue the movement.

"You want him back out?" Ayn asks, surprized by the statement.

"He has been making his presense known more and more since I allowed him to view my wedding. He visited me at home everyday.. and I don't want that." Nikita says firmly.

"I did hear that you were what Operations called, 'Madeline's Clone'." Ayn says with a chuckle that spreads to Nikita.

"I was particularly cold to him... because he is just pushing it.. and if I let this information go... I could be solving my problem." Nikita says.

"You'd be advoiding your problem... you'd be doing a good job at advoiding it... but it would never be totally gone." Ayn says softly as she picks up the coconut cup and takes a sip until the cup runs dry.

Nikita stands up, and her hair clings lightly to the wicker chair.

"Am I allowed back?" Nikita questions. Ayn likes the girl. She wasn't exactly sure, but it was a presence that Nikita had about herself. Ayn understood why Operations felt drawn to see Nikita. Ayn had explained to him all the reasons why he should allow Nikita to make the next move, but nothing could change that man's mind.

"Yes." Ayn says and Nikita walks out quickly. There was a spring in her steps that wasn't found in any of the other operatives. There was an aura around her that made Nikita special. Ayn wanted to know more, and she sat down and made herself another drink.

"Get me Walter." Operations says as he turns off the cameras and smiles softly. He rubs his hands together. An opportunity has presented itself to Operations, and it was time to give Walter one of his own.

************

Walter had a cold sweat rolling down his back as he walked into the room, where Operations was pacing. Operations nodded and the door closed. Now the cold sweat was like ice running down Walter's back.

"Do you know where most of the minor terrorist groups are located at now?" Operations asks firmly as he stops and plants his feet to look at Walter.

"No, Sir, I don't." Walter says plainly, but feels tension in the air.

"In the woods.. the forest." Operations says and he starts to pace again. Walter stands still as he watches the head of Section walk back and forth, hitting the same spot everytime before turning back in the other direction.

"We have been having a low return in the shooting scores in dense areas." Operations says and Walter smiles.

"So we'll change the training videos... sharpen the skills.. use better weapons." Walter says with a shrug of his shoulders.

"I don't think that will give me the kind of results I'm looking for." Operations says as he stops again and faces Walter. The ice sweat beings to pour quickly.

"What are you looking for?" Walter calmly asks.

"Perfection." Operations says and Walter clenches his teeth. "I am sending you to the Retreat for an extended stay to retrain the operatives in their shooting skills." Operations says and he begins to pace again.

"Sir, do you think that is wise? Nikita is still coming off of the injury... and I've always been here for her." Walter says slowly, hoping to stay on at Headquarters.

"Nikita has Michael... and she has Ayn." Operations says firmly.

"And you?" Walter asks firmly.

"Nikita doesn't want me... and I will respect that... but what Nikita needs is not what I am concerned with. I need a weapons specialist on site with your capabilities to teach the proper ways to advoid hitting a tree with a bullet." Operations says firmly.

"Aren't we jumping the bullet a little soon here... pardon the pun." Walter says as he starts to study the leader again. Operations was sending him away, but he wasn't sure why.

"That is not for you to decide. You will be leaving in an hour." Operations says and Walter stands in the office stunned.

"Sir, that is quite too quick." Walter says in protest.

"You are wasting your own time." Operations says firmly.

"This is going to affect everything here... I can't leave in good faith and think that everything will be fine." Walter says, worried that he won't have enough time to talk to Madeline or sort things out with Birkoff.

"Since you are so worried, I have the solution." Operations says firmly and Walter almost trembles with the look of seriousness on Operations' face.

"You will stay here.. and I'll gather your things for you." Operations says. He punches a few buttons an exits the office. Walter doesn't even move towards the computer. Operations had shut it down, and effectively locked it to Walter. Walter will have no goodbyes on this day. Inside Walter was boiling, but on the outside, he was depressed.

*************

The building had only aged in the time that passed for Walter. When he left the Retreat, being called back to recreate some equipment, the building was still in it's new state. Now, some of the building appeared weathered from the snow and rain that occurs at the Retreat. Yet, just the look of the building brought worries to Walter. He stepped out of the little Jeep and walked up the wooden steps and paused on the porch. He checked that no other operatives were inside the country store. Walter took a deep breath as he entered. He drove past on his first day, and bite back the urge to stop.

"Who's there? Mitchell are you back again?" Katherine calls out from the little storage room that connects her living area to the store. Walter steps in the center of the store as Katherine walks out. She instantly stops with eyes wide open. The air stops moving as the two painfully look at each other.

"What has it been... almost two years?" Katherine finally says as she walks towards the cash register.

"I can't remember... Time doesn't mean anything to me anymore." Walter says as he moves towards the counter. He runs his hand down the wooden surface as he looks at Katherine. The fresh mountain air was agreeing the Katherine. Walter couldn't remember a time when he saw her more alive.

"Why don't you just go?" Katherine asks and Walter stops his hand and looks down at it.

"Katherine, I told you I could give no promises... I move as they order and nothing more." Walter says firmly, defending himself. He knew that Madeline had called him back down to Headquarters because she was alone, but Walter would have insisted on being there for Nikita.

"Walter... I would have thought you would give me a word through the months after you left.... who was it for?" Katherine asks firmly. Walter smiles.

"It was a mission for Nikita... and I stayed there because of Nikita... She got real sick... Almost died..." Walter says.

"The sweet blonde... learning to speak French?" Katherine asks and Walter nods his head.

"So you were more than just friends?" Katherine asks rudely and Walter is taken back by the comment and induendo.

"No... Nikita is like a daughter!" Walter says as he looks at Katherine with a smile on his face. She looks down and touches his arm. She looks down at pushes the shirt up, revealing the 'M' tattoo.

"But you loved someone." Katherine says with tears being forced back into her eyes. Her eyes twitch back and forth quickly.

"Katherine... Let me explain..." Walter says and Katherine shakes her gray head of hair back and forth.

"Just leave." Katherine says. Walter stays in the same spot.

"Katherine... I did fall in love with someone else... But, I've been shipped up here.. because of problems dealing with her." Walter says, stuttering as he tries to explain.

"Oh, so you are sleeping with management." Katherine says with a trembling chin. Walter steps and touches the chin.

"I thought you were stronger than this.... that's why I didn't come back... it wasn't because I didn't care for you.. but others were weak and they needed me." Walter says firmly as he lets his hand fall back to his side.

"Can you say that your love is over? Can you?" Katherine asks firmly. Walter looks at the ceiling and then back at Katherine.

"I wasn't given a choice... there has been no closure in that." Walter admits. Katherine closes her eyes and points to the door. Walter starts to walk.

"I suggest you close it." Katherine says as she looks at Walter as he opens the door. Walter pauses.

"Oh, Nikita... she married her Frenchman." Walter says and he walks out. Walter mutters to himself, "Lucky duck Nikita."

***********

Nikita sat at her desk with her one leg pulled up and sitting on the chair and the other leg sitting on the floor. Her long arm circles her leg as she begins to type, but then stops.

Reports were due, but Nikita couldn't concentrate. Plus, Nikita knew she could turn them in late, and no one would say a word. Nikita smiled as she thought of the benefit of the head injury and the subsequent upheaval in Section.

Nikita dropped her hands off of the keyboard and lightly brushed her fingers against the pad on the telephone. She pauses, glances over her shoulder, at Michael, who is typing away like an automatic machine. Quickly, she picks up the phone, and presses the three numbers. Ironically, they were 069, and Nikita believed Walter had some influence over the choice.

"Hello?" a voice that Nikita couldn't identified picked up the phone. Nikita paused, and hoped to find out why the lackies were covering the weapons area.

"Is Walter there?" Nikita asks and Michael's head twitches lightly towards Nikita's direction. He even turns his head, but Nikita has now swiveled in her chair, and Michael only views the long length of Nikita's neatly placed hair.

"No." The person responds and hangs up on Nikita. Nikita is about to shout something, but decided that it would be unwise. Madeline could say that it was evidence that Nikita was still mentally unstabled or some other psychological based terms. Nikita allows her foot, that had been anchored on the chair, fall to the floor, and she smoothly turned to view Michael.

"Do you know why I haven't been able to get a hold of Walter for two days?" Nikita questions Michael, and Michael just shrugs his shoulders.

"Is that a 'I-don't-want-to-tell-you-so-I-pretend-I-don't-know-shrug' or is it 'I-am-to-busy-to-look-at-my-beautiful-wife-and-tell-her-I-don't-know-shrug'?" Nikita asks quickly and Michael can not control the smile from spreading across his face. He turns his body from his waist and gazes over at Nikita.

"It was my, 'If-I-look-over-I'll-want-to-consume-you-in-this-office-but-know-that-you-will-run-off-to-find-Walter-shrug.'" Michael says as he raises his head up as Nikita naturally stands up. She takes the two steps towards Michael's desk and lightly kisses Michael's forehead.

"You can consume me when I come back." Nikita says with a large wink, that makes Michael's body tingle from head to toe. A wink that turns Michael closer to the brink as Nikita walks out the door.

Nikita brushes at the wrinkles that have formed on her newly chosen clothes. A linen blue slacks and a crisp ivory shirt that appears more professional. Nikita nods to a few operatives, and one couple, who have come in from England to train with Michael and Nikita. Nikita turns the corners and she is accutely aware of the clicking of her heals, which is abnormal for this sector of Section. Nikita makes the sharp turn and is surprized by the door of the weapons bay being closed. She opens it and looks around.

"I told you, Walter isn't here." a man says and Nikita closes the door.

"Do you care to tell me where he is?" Nikita asks as she folds her slender hands behind her back. She takes stock of who has been left to handle Walter's duties. Often, it was left to a lackie who was just a few bricks shy of a load, but this man was different. To put it nicely, he was vertically challenged.

"I don't know, Nikita. Operations said that I'd be in charge for an extended time." The man says and Nikita doesn't even bother with a proper goodbye as she leaves the room. As Nikita opens the door, she sees the person who would tell her anything. Nikita quickly remembers what particular items she has in her junkfood stash and moves slowly over towards Birkoff.

"He has been moved to the RETREAT, here is the extention you can reach him, and Walter is crabby." Birkoff says without looking up at Nikita. He pushes the small piece of paper towards Nikita, and Nikita picks it up and stands around.

She is about to turn to leave, when she looks up at the office above. Operations looks down at her and then turns away.

************

Walter's mind was in a turmoil, and he couldn't remember when he was last in this kind of state. It was a different feeling for Walter. And Walter could almost figure it out. He knew that before Nikita came to Section, he tried to avoid anything near a relationship so he didn't become attached. Yet, Nikita changed that. From that point on, Walter established friendships, and even relationships that he could not see his life without.

He was conflicted. In his heart, he still loved Madeline, but she had been pushing him away. Of course, Walter had opened both of their eyes up to the stale state of their relationship when they broke up, but then Nikita's and Michael's wedding brought back the urges of love and passion. Yet, the staleness had returned. More often than not, Madeline was upset at Walter.

He could be with Katherine. He had no concept of how long he was being placed away from Headquarters, but knew if he wanted a relationship with Katherine, he had to close the one with Madeline. And Walter knew he couldn't do that from the RETREAT.

For some reason, a familiar quote was floating in his head, over and over again. "These two beings, who had loved each other so exclusively, and with so touching a love, and who had lived so long for each other, were now suffering by each other, and through each other; without speaking of it, without harsh feeling, an smiling all the while." Walter knew the quote well from Les Miserables and he had used it to teach love to any operative who would speak to him. Walter though, wasn't smiling through this anymore. He needed to move on. Walter picked up the phone and looked up at the night sky.

Nikita dashes in from the patio, where Michael stands next to the large gas grill that Nikita had just bought. She wipes her hands on a blue kitchen towel and moves to answer the phone. She picks it up and leans against the kitchen counter.

"Hello?" Nikita answers with happiness ringing on each word.

"Nikita... I need your help." Walter says in a tired voice. Nikita hops her body up on the counter and pulls one leg up.

"Walter, what is going on?" Nikita asks. She had been concerned and thus explained how the grill now sat on the patio. Nikita went shopping.

"Operations sent me to the RETREAT. I have some unsettled things at Headquarters that I'd like to close, but can't do that from here." Walter says and Nikita can gather a sense of what Walter needs.

"Oh, so your asking for my capable hands to get into some dirty doings?" Nikita jokes with a laugh.

"Just something to get me back there for a day... or two at most." Walter says and Nikita tosses her hair around to the other side.

"Is this about Madeline?" Nikita asks as she thinks back to what she saw when she walked away from Birkoff earlier in the day.

"It seems that I will be at the RETREAT for an extended stay... and things haven't been good between me and Madeline..." Walter explains and trails off to a whisper.

"And you have Katherine there..." Nikita says, filling in the ending. Nikita bits her fingernails and she stops and turns her head. Things were beginning to click together, and Nikita decided the best way to solve the riddle of the Section puzzle was to retrieve Walter from the Retreat.

"Did you take all of your personal files with you?" Nikita asks with a smile of mischief on her face.

"Of course." Walter says, surprized that Nikita would think that he would leave them.

"And so you have all the files on the 'tooth'." Nikita says as she jumps off of the counter top.

"Of course." Walter says.

"Don't worry... kiss...kiss." Nikita says and she hangs up the phone. Nikita looks at herself in the mirror and pulls off the t-shirt. She walks to the refrigerator and starts to gather her tools.

*************

Nikita established a devious kind of eye contact while Michael and Nikita ate their dinner, that Michael had perfectly burned. Nikita couldn't help herself. At first, she started by staring at his calves. Just staring at them, the raw muscle that twitched and glistened in the moonlight was calling to Nikita. Her eyes started to roam up the muscular leg. Ever inch a testament of the power Michael had. Each muscle curved into the next one.

Michael did not miss Nikita's eyes roam up his legs. He couldn't remember the last time Nikita had engaged in an activity such as that one. Nikita had always been very straightforward, but he could almost smell a plan as he looked at Nikita. Michael placed the ice cream infront of Nikita, and she barely placed any ice cream on the spoon as she allowed her eyes to roam higher. Michael could feel her eyes exploring the contours of his thighs and could feel his need for her grow heavy. Nikita paused, and tried to pass the growing curve, but the straining material called her back. Nikita licked at the spoon lightly as she stared at Michael's growing hardness straining against his jean shorts.

Michael tried to concentrate on his ice cream, but Nikita didn't allow her spoon to fall back to her melting ice cream.

Michael didn't have to look at Nikita's eyes to see what she was staring at. He could easily feel what Nikita was staring at. Nikita made matters worse as she continued to lick at the empty silver spoon. It would go in her mouth slowly, and then back out, with her tongue gliding over the smooth surface. This action alone, caused the heaviness to grow, which in turned, made Nikita stare with wider eyes, Which then made Nikita slide the spoon further into her mouth. Nikita allowed her mouth to fall open as Michael shifted his wieght and leaned to the side. It only accented what Nikita was looking at. Nikita didn't even hear Michael turn on the whirlpool as she imagined taking Michael into her mouth. The thought alone sent shivers down her back.

"You are starting to drool." Michael says softly, which gathers Nikita's attention. Nikita looks up as Michael pulls off his shirt. He moves close to Nikita, and nuzzled the heaviness of his excitement and need for Nikita against one of her knees.

The firmness excites Nikita further and she quickly pulls off her clothing and jumps into the whirlpool.

Michael deliberately slides in slowly, but Nikita moves quickly. She slides onto his lap and allows her hands to gently nudge his hardness with lazy figure eight movements. Nikita leans in for a deep kiss, as Michael starts to mimick the figure eye motions on Nikita's low back.

Nikita, leans back and allows Michael's tongue to touch every area she allowed the spoon, and even further. Suddenly, something hard appears, and it shifts to Michael.

Michael, trying to be quickly, lets the item out, but Nikita shifts upward, and a splash washes the item into the whirlpool with them.

Nikita straddles Michael further, and nudges her own special wetness towards the rock of Michael's that Nikita had tickled and slightly tugged at. Michael bends his head down and takes a perky and taunt nipple into his mouth.

Nikita starts to slow rhythem with little grinding circles as she allows herself to filled to the brim with Michael. Soon, the water is spilling over the edges as both Michael and Nikita speed to a heartpounding and profilling rhythem.

Nikita snuggles her head down to Michael's chest as the water still bubbles around them. Michael kisses Nikita's wet hair softly and looks down at her. Nikita runs her tongue over her teeth and discovers an empty spot. Nikita pulls her head up and dives her hand into her mouth.

"I lost it." Nikita says, as she turns to Michael and finds his eyes closed, just enjoying the pleasure of his naked body rubbing against Nikita's.

"You are always an animal." Michael moans a little, in hopes of Nikita warming up for some more. Nikita shakes Michael's shoulder lightly, making Michael open his green eyes.

"I lost the tooth!" Nikita says, and Michael reaches his hands up and opens Nikita's mouth. Michael looks to the side of the whirlpool and sees the spot is now empty. He shifts, and looks over the edge. When he doesn't see the white tooth on the deck, he looks down into the water before turning to Nikita.

"Oh..... I'm glad Operations is your father..." Michael mutters as he shrugs his shoulders.

***********

Nikita paced inside her home as Michael stood out on the patio. Michael watched Nikita through her process of thinking about what was happening, and decided he needed some time not to think. But strangely, all Michael could do is think about Nikita.

Walter had arrived at Headquarters and was escorted to the weapons area. Neither Nikita or Michael had heard a word from him, but Nikita had an intense feeling that Walter would come over as soon as possible. Michael looked at the night sky and trembled with the knowledge he was holding back from Nikita. Once Michael had heard Nikita's thoughts on why Walter was sent away, Michael did some backtracking through the Section computers. The first item that confirmed Nikita's worries was that Ayn's office has devices inside it. Michael noticed the bright star overhead and stared at it. It was against Section protocol to have devices inside a Psych. Operatives office. It was a strict standard that Madeline controlled, but it was no so in Ayn's office.

A slight knock was heard at the door and Michael turns and looks as Nikita opens the door, and ushers in a tired looking Walter. Walter slides onto the couch and stretches his arms out. He opens his palm and the white object glitters in the light.

"Next time, don't totally destroy the equipment." Walter says in a slightly annoyed tone. Nikita sits down next to Walter and pushes her hair back. Her face is drawn and serious.

"Walter... I am the reason why you were sent to the Retreat." Nikita says slowly and she looks at Michael. "I found the computer records... Ayn's office was being monitored by user 001 while I had my meeting with Ayn." Nikita says as she looks at Michael.

Michael moves inside and shuts the glass door. He nods and moves to his jacket. Michael pulls out a small digital tape and Nikita closes her eyes tightly.

"Operations is planning a move on Madeline... and needed you out of the picture." Nikita says.

"He didn't need to move me... It is over Nikita." Walter says lightly as he stands up. Nikita looks over at Michael and shrugs her shoulders.

"Madeline is in a love triangle and doesn't know it. Operations wants Madeline back, and hearing that she admitted to me that she still had feelings for him pushed him...." Nikita starts off slowly as she walks over to Walter. "Then, I know that Ayn is after Operations. She continually gets under his skin by calling him Viktor.. and I'm sure there is something more in that relationship." Nikita says finishing off. Michael shakes his head as the love triangle that Nikita described was a triangle, but without any love.

"Walter, is there anything we can do?" Michael offers and Walter turns and faces Michael. The man looks years older.

"Have a kid." Walter snorts out and leaves quickly. Nikita drops her head and walks to the bedroom.

************

(lyrics from I WILL REMEMBER YOU by Sarah McLachlan)

Madeline sits in her dark livingroom, barely sipping a red wine. It is a rare evening that she has time to retreat to her private apartment, that only a select few know about, and enjoy stress free time. This was not one of those nights.

Madeline's mind was continue to turn, and it was because of Nikita's mistake with the tooth. She could smell the plan of Nikita's a mile away, but she wasn't sure why. It did not benefit Nikita that Walter was back. Madeline shook her head and looked at the fireplace as a soft knock occurs at the door.

I WILL REMEMBER YOU.... WILL YOU REMEMBER ME?...

Madeline opens the door and sees Walter carefully advert his eyes away from her puzzled look. Walter had only learned about Madeline's get away place in one night of heated passion. It was when they still tried to hide the relationship from Operations and all the local hotels were filled for a convention.

"We.. must talk." Walter says as he enters and closes the door before Madeline can say a word. All that Madeline does is walk to the table and adds more wine to her glass.

"Nikita has gone through a lot of trouble to get you back here for a few days." Madeline says as she stands still and watches Walter sit down on the couch.

DON'T LET YOUR LIFE PASS YOU BY.... WEEP NOT FOR THE MEMORIES...

"Madeline... it's over." Walter says with a choked voice and wringed hands. He turns away from Madeline's face and awaits her words.

REMEMBER THE GOOD TIMES THAT WE HAD? I LET THEM SLIP AWAY FROM US WHEN TIMES GOT BAD...

"Walter... there is still something here... I think we deserve it to ourselves to continue to explore it." Madeline says as she sits lightly on the other edge of the couch. Walter looks up at Madeline, and seeing her almost physically hurts Walter.

"Have you done that with Operations yet? Explored those feelings you still have for him?" Walter questions with thick words. Madeline rubs her eyebrow lightly as she places the glass on the coffeetable. She stands and walks towards the fireplace, staring into the flames.

HOW CLEARLY I FIRST SAW YOU SMILIN' IN THE SUN... WANNA FEEL YOUR WARMTH UPON ME, I WANNA BE THE ONE...

"Nikita told you." Madeline chokes up as she feels the pain of the statement. It hurt more that someone else had said it back to her. It was like hearing the truth all over again.

"She only confirmed what I have felt for a long time." Walter admits as he rubs his chin. He is trying to keep the feelings and emotions in check, but his brave stone front is crumbling.

"No, I haven't explore my feelings for Operations." Madeline says as she turns and stares at Walter.

Suddenly, Madeline strikes out against the glass of wine and pushes the glass off of the coffetable. "I DON'T WANT TO! I WANT YOU!" Madeline screams as Walter looks down at the glass.

I WILL REMEMBER YOU.... WILL YOU REMEMBER ME?...

"Madeline... It's been good... and I would never change anything..." Walter says slowly as he feels his body start to shake. He watches Madeline lean against the wall next to the fireplace.

"Don't say anything, Walter... please... stay tonight." Madeline pleads, not only in words, but in her eyes and body. Walter turns his head, hating what he is doing.

DON'T LET YOUR LIFE PASS YOU BY.... WEEP NOT FOR THE MEMORIES....

"I don't know when I will come back... and I need to go on.. and you do too." Walter says softly and he turns back to face Madeline. He needed to face Madeline with the truth.

I'M SO TIRED, BUT I CAN'T SLEEP... STANDIN' ON THE EDGE OF SOMETHING MUCH TOO DEEP...

"I loved you... but it's wrong.... You.. I think about you more than you think... But, I need to touch it... feel it... be with it... We don't have that." Walter says and Madeline does not hold back her tears.

"Let me try again... It will be different." Madeline says as she moves towards Walter and places a hand on his leg.

"This unbecomes you... You are stronger, Madeline." Walter says as he takes the hand off of his leg.

IT'S FUNNY HOW WE FEEL SO MUCH BUT WE CAN NOT SAY A WORD... WE ARE SCREAMING ON THE INSIDE, BUT WE CAN'T BE HEARD...

Madeline stands up and moves away. She looks in the mirror and is haunted by what she looks like. Walter is saying something oddly right, but it feels so wrong.

BUT I WILL REMEMBER YOU.... WILL YOU REMEMBER ME....

"This is not what I want." Madeline says firmly as she wipes at the tears that have fallen. Madeline looks into the mirror and sees Walter shakes his head no lightly.

DON'T LET YOUR LIFE PASS YOU BY.... WEEP NOT FOR THE MEMORIES...

"Madeline... you know of Katherine... and not to tell you too much... but I owe her what I owe you... the truth.. And that is what I have told you." Walter says as he stands and walks towards the back wall. "I cannot be the second fiddle in your heart."

I'M SO AFRAID TO LOVE YOU, BUT MORE AFRAID TO LOOSE... CLINGING ONTO A PASS THAT DOESN'T ALLOW ME TO CHOSE...

"I could be your future." Madeline says as she turns and looks firmly at Walter.

"You could be my past." Walter says back.

ONCE THERE WAS A DARKNESS, DEEP AND ENDLESS NIGHT... YOU GAVE ME EVERYTHING YOU HAD, OH YOU GAVE ME LIGHT...

"So that's it?" Madeline asks softly and Walter nods as he moves towards her. Madeline turns her head as he takes his hands around her waist.

I WILL REMEMBER YOU... WILL YOU REMEMBER ME?....

"You've meant more to me than you realize... and I will remember the love I felt for you..." Walter says as he wipes the tear that clings to Madeline's eye. He doesn't bother with his own.

DON'T LET YOUR LIFE PASS YOU BY... WEEP NOT FOR THE MEMORIES...

Walter lightly kisses Madeline, and Madeline wraps her hands around his head and deepens the kiss, until Walter pulls away.

AND I WILL REMEMBER YOU... BUT WILL YOU REMEMBER ME?....

"I must go." Walter says as he walks to the door. He looks back and blows a kiss to Madeline.

DON'T LET YOUR LIFE PASS YOU BY... WEEP NOT FOR THE MEMORIES...

Walter opens the door and walks out. He looks up at the sky, and feels the closure he seeked. It was time to go come clean with Katherine, because she deserved it.

Madeline walks over and starts to pick up the pieces of glass from the glass of wine she pushed over the coffetable. She puts a few pieces on the table and looks up at the ceiling. She shakes her head lightly and looks back down to the floor.

"I'll remember you, Walter... more than you know." Madeline says as she swallows back the tears. She looked to the window, hoping the new day wasn't too far off.

WEEP NOT FOR THE MEMORIES...

************

Nikita steps out of the van and immediately releases her hair from the tight french twist it had been up in hours. Nikita strides ahead, looking tired and worn. Michael steps out, turns back to Tom and Quinn and hurries to Nikita's side.

"We must debrief." Michael says as he pushes a strand of Nikita's silky hair back over her shoulder.

Nikita, stops and leans against the wall. She leans over in the red dress and pulls off the shoes that had been hurting her feet since she put them on. Nikita pulls her head back up and leans against the wall.

"I'm going to our office and getting something for this headache." Nikita says with a slight smile. She slowly starts to walk away, and Michael blinks a few times before reaching out for her swinging arm.

"Are you ok?" Michael asks in a whisper. Nikita smiles and slinks her arm out of Michael's grasp and continues down the hall.

Nikita waves politely to Birkoff as she places the shoes just outside the office door. Birkoff motions her to come over and Nikita shakes her head slightly no, because the headache was starting to pound. Nikita had been warned that headaches would continue for quite a while, but this was the first one she actually worried about.

Nikita turns towards the door, and notices it slightly ajar. She glances back at Birkoff, but he wouldn't leave the door just opened a crack. Nikita, while looking at Birkoff, sees Operations walking back and forth in the glass office. Nikita turns and enters the office.

"Hello, Madeline." Nikita says as she turns on the lights to reveal the raven haired woman, sitting in Michael's chair. Nikita moves to her desk and drops into her chair. She opens the drawer, in search of her Advil.

"You told Walter." Madeline says coldly as Nikita closes the drawer and looks at Madeline. Nikita shakes her head and goes into the next drawer. She pulls out the bottle, withdraws three pills and quickly takes them dry.

"You are only suppose to take two." Madeline says harshly as Nikita looks at her blank screen.

"Doctor's orders." Nikita hisses out, not liking the method that Madeline has made her approach of Nikita.

"You told Walter. I thought I taught you better." Madeline says firmly as she goes to the door and loudly shuts it.

Nikita quickly dives back into the drawer and pulls out the tapes and records that Michael had easily pulled from the computers. Nikita sets them on the edge of the desk and waits for Madeline to pick them up.

"I didn't tell Walter. I told Ayn. Someone decided to listen in." Nikita says as she turns and looks at the wall.

"It isn't Ayn's duty to know it either!" Madeline screams.

"No one else would have known. I spoke to Ayn with the ideal of confidentiality that you taught me so much about. Now, it is all a question of who wanted to know what happened in that office the most." Nikita says as she stares back to Madeline. Madeline fingers through the files lightly and places them back on the desk.

"That is Operations' user number." Madeline says lightly as she sits back down.

"I'm not that stupid, Madeline. I know it is Operations' number." Nikita fires back, as her headache turns on the pain even more. Nikita thinks that she should have taken four pills.

"But, if you care to listen to what else is on that tape, you'd find out that I spoke more about how I wanted him out of my life again. I guess he decided it was more important to scheme his way back into yours." Nikita says firmly as she takes the items and places them back into the drawer. Nikita stands up and walks to the door.

Nikita opens the door and looks at Madeline. Madeline does not move.

"I have a debriefing with Tom and Quinn, if you don't mind?" Nikita says firmly. Madeline stands up and walks out the door. Nikita follows Madeline.

Nikita is shutting the door when Madeline turns and places her hand on the young woman's shoulder.

"I will have all devices removed." Madeline says softly.

"Too late... there is nothing more to discuss." Nikita says as she turns around. She doesn't wait for Madeline's response, and Nikita turns and hurries to the debrief.

************

Walter walked in the early evening light up the same wooden steps that he walked down after speaking with Katherine. He opened the door and meet his eyes directly with Katherine.

"It is over with the other woman." Walter says blankly and Katherine nods her head as she moves around the counter.

"Was it hard?" Katherine asks, trying to guess how serious the relationship was. Katherine leaned against the counter now as Walter stood in the middle, looking at her.

"Not as hard as I thought it would." Walter says softly. He takes a step forward and looks into Katherine's eyes.

"And me?" Katherine asks softly as she moves a step forward. The space is becoming smaller, and Walter continues to stare directly into Katherine's soft gray eyes.

"I want to ask for forgiveness for what I have done." Walter says softly, and Katherine steps forward and touches his cheek.

"You must have fallen for an awfully strong woman.... I'm strong too... I knew what I was getting into.. and I don't regret it." Katherine says with a smile.

"I use to think she was strong." Walter says as he touches Katherine's forearm lightly.

"Did she change?" Katherine asks as she steps back a few inches.

"I learned who she really was.. and found out she wasn't really strong." Walter answers and then he pauses to move forward. "You gave everything up for a chance for me... that is strength." Walter says, but Katherine again steps back.

"We are going slow this time..." Katherine says in a slight warning and Walter laughs. Katherine smiles and leans to kiss Walter's mouth lightly before returning to her spot.

"Am I the only strong woman you know?" Katherine asks joking, but Walter's face turns serious.

"Nikita." Walter answers without a blink.

"I thought... well... I just got the sense..." Katherine says, starting to beat around the bush. She didn't want to say anything bad about the girl, but Walter did feel like a father to her... And that made Katherine believe that Nikita was weaker.

"I know... you think she is weak... and in some ways she is.... but her heart is strong.. and that is what makes her strong." Walter says with a slight smile. Katherine moves and wraps her arms around Walter.

"Well, maybe she can come up for dinner some night." Katherine offers and Walter smiles.

"I'd like that...." Walter says and Katherine starts to move towards her living quarters with Walter in hand.

"If you had no orders from whomever you work for.... would you go back?" Katherine asks at the threshold of the living quarters of her little building.

"Do I have to answer?" Walter says with a slight smile.

"I think I already know." Katherine replies as she slightly tickles Walter.

"Then what do you think?" Walter asks, not wanting to say anything to destroy the mood.

"If Nikita asked for anything, you would do it." Katherine answers softly. Walter nods his head.

"I love that." Katherine says in a deep voice. She smiles and picks Walter wildly up in her arms. "You are mine tonight..." Katherine says with a grin.

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