Birkoff walked down the hallway and stopped as Madeline stepped in front of him. She tilted her head and stared at him.

"Is there something wrong, Birkoff?" Madeline asks and Birkoff shakes his head.

"It just feels weird without Michael and Nikita around." Birkoff says and Madeline doesn't nod her head and looks at Birkoff.

"Doesn't that leave Melissa at their house? I thought you would be trying to work things out?" Madeline asks and she watches Birkoff's face go white.

"Things are…. Complicated." Birkoff says and Madeline looks at him and tilts her head in the other direction.

"Complicated? What is going on Birkoff?" Madeline asks and Birkoff shakes his head.

"Nothing that concerns Section." Birkoff says as he steps to the side and tries to move around Madeline. Madeline steps out and touches Birkoff's shoulders.

"Birkoff. Melissa is Operations'daughter. This very well involves Section." Madeline says in a firm voice and Birkoff looks to the side.

"Madeline. I can handle this." Birkoff says as his mind is not focused on Melissa. She was the least of his problems. It was Lori. She had left a message for him, reminding him that she would see him in four days. Birkoff slammed the answering machine down. Birkoff was afraid what she would do if he didn't show up. He wasn't like Michael and Nikita, who could protect themselves and kill her if needed. Birkoff was also scared as he was slightly attracted to her, even though this sexual blackmail.

"Birkoff… Birkoff…" Madeline calls out and Birkoff shakes his head and stares at Madeline.

"Something is wrong. You can tell me." Madeline says and Birkoff shakes his head.

"I'm not like Michael and Nikita. I can't tell you." Birkoff says and moves quickly down the hallway. He turns and makes his way to his computer. He looks at it and frowns. There had to be something he could do.

Birkoff opens his e-mail account from Yahoo and looks at it. There is a message from Walter and Melissa. Birkoff opens Walter's first, thinking it was going to be good news.

"Birkoff… need to talk to you. Tell no one. Secure a line.---Walter" The e-mail read and Birkoff closed it. He would have to deal with that soon enough.

Birkoff shook his head and opened Melissa's. He held his breath as he waited for it to open.

"Birkoff… Michael and Nikita are gone for a few days. Hoping we could talk. Love, Melissa." This e-mail read and Birkoff smiled and didn't notice the few tears forming in his eyes. He nodded his head and closed it.

Birkoff secured a line and tried to get in touch with Walter. There was a busy signal. Birkoff shut up his computer and headed out of Section.

"Birkoff… where are you going?" Operations asks as Birkoff pulls on his coat.

"I am going out." Birkoff says and Operations stares at him.

"Out where? To see Melissa?" Operations asks and Birkoff swallows.

"In fact, yes, to see Melissa." Birkoff says and Operations nods his head. Birkoff turns and leaves quickly. Operations watches the young man and thinks that he really had to get in touch with Melissa himself sooner or later.

*

"Madeline.. will you stop calling!" Walter says as he paces out in the store. He looks around. He knows that Katherine is asleep, but Madeline had called one too many times in the past week. He didn't know if Katherine knew about the phone calls, but they were driving him crazy.

"Walter… we have to talk about this… I feel that you are having a hard time…" Madeline says slowly and Walter drops his head.

"Hard time? Madeline.. I cheated on the woman I loved with the woman I broke up with to be with her! Do you know what this would do to Katherine if she knew?" Walter says in a whisper. He pulls out a can of pop and guzzles some of the liquid down.

"What if she knew Walter? Don't you think she wonders about it when you come back here what you do? Do you think she is that naïve?" Madeline challenges and Walter shakes his head firmly.

"Don't go there, Madeline." Walter says in a warning tone.

"Fine. But don't deny what happened." Madeline said firmly.

"I don't. But I don't like that I did do it." Walter says as his voice raises a little bit more. What was Madeline trying to do? Get him back? Make him hurt Katherine? Why?

"You liked it during the act." Madeline states bluntly and Walter can almost see her smile.

"Madeline.. if this is something you are going to live off of, fine. But, I am not. I am committed to Katherine." Walter says as he turns and stares out the window.

"Maybe you would like to talk to someone else about what happened." Madeline says and Walter leans his head back and emits a groan.

"No. I can handle what I feel, Madeline." Walter says as he turns and looks back to the door.

"What about Ayn? Operations? Michael? Nikita?" Madeline pushes and Walter groans again as he drops his head back down.

"No, Madeline. Nikita and Michael already know too much. I can't discuss this with either of them. Not now." Walter says tensely and he tightens his grip around the phone.

"Fine." Madeline clips out and Walter swallows.

"I have to go and check on Katherine." Walter says and hangs up the phone before Madeline could get in another word. He needed to speak to Birkoff. Birkoff never spoke to Katherine and would not be a threat. Walter turned and walked into the living quarters. He pushed his hair back and sighed.

His thoughts were of why Madeline was pushing this. Was she trying to show him that he loved her more than Katherine? Was she trying to do something to lessen the pain for when Katherine passes on? Why?

Walter walks into the room and is surprised to find Katherine awake and sitting up.

"Talking on the phone?" Katherine asks and Walter's face turns white.

"Yes." Walter says and Katherine turns her head down.

"Do you have to go back?" Katherine asks and Walter shakes his head.

"No. I am staying here." Walter says as he sits down on the edge of the bed.

"Walter, do you want to talk about it? Something is bothering you." Katherine says and Walter forces out a smile.

"Well.. I was trying to get in touch with Nikita and tell her how much I want to see her pouch in real life, and they sent them out on another mission. I don't want to see this baby being born out during a mission." Walter says and Katherine touches his cheek softly.

"That won't happen." Katherine says and Walter nods his head and leans down into bed with Katherine. But yet his thoughts could not get off of Madeline.

*

Birkoff walks up to the door and knocks at it. He looks around and rubs his hands together. He was nervous coming over here. He didn't know what he would do if Melissa ever found out about Lori.

"Birkoff!" Melissa exclaims and pulls him into the house with a long and deep kiss. Birkoff kicks the door shut and pulls his body from Melissa's firm grip.

"Melissa.. this is Michael's and Nikita's house!" Birkoff exclaims and Melissa giggles.

"Do you know how much I miss you?" Melissa says and Birkoff pushes Melissa away again as her hands snake around his body.

"Melissa…. I thought we were going to talk things out. There is a lot going on here." Birkoff says and Melissa looks at Birkoff naughtily.

"I was hoping for a reunion and then talking." Melissa says and Birkoff looks at her in shock. She couldn't even tell. Birkoff leaned forward and kissed her.

"Melissa…." Birkoff says again, trying to talk sense into her. She shouldn't be doing this with him. He had to tell her the truth. But all thought was done as Melissa's hands inched further down and she moaned into his mouth.

"My room is this way…" Melissa says as they move up the stairs without breaking the kiss.

*

Birkoff looks up at the ceiling, mentally cursing himself. He was way over his head. Melissa rolled over towards Birkoff and kissed his chin lightly. She looked at him and the propped her head up with a hand.

"What is it, Birkoff?" Melissa asks and Birkoff shrugs his shoulders.

"Nothing." Birkoff says and Melissa pulls away and pulls the sheet closely around her.

"This was right, Birkoff." Melissa says and Birkoff looks at her and then turns his head.

"Oh my god, Birkoff…. It was good for you…" Melissa says hurriedly and Birkoff turns and kisses her lips softly.

"You were great… but this is too soon. We shouldn't have." Birkoff says and Melissa shakes her head.

"Birkoff.. we are engaged." Melissa says and Birkoff turns his head violently away.

"Maybe we are rushing here, Melissa. We have major problems. I love you.. but the problems…" Birkoff says and Melissa starts to slap him.

"You thought that before this…" Melissa screams and Birkoff leans his head back and looked at her.

"I tried to tell you." Birkoff cries out. His mind is confused.

"You could have just said I don't love you anymore, Birkoff!" Melissa screams and Birkoff shakes his head.

"But I do. And I want to spent the rest of my life with you. But there is too much going on here, Melissa. We can't think that right now that everything is all right between us. The only thing correct between us is the sex, Melissa!" Birkoff screams and Melissa turns and starts to cry.

"Get out." Melissa hisses and Birkoff does not protest. He stands up and pulls on his clothes.

"Melissa… you have to come to terms with things… as do I. You need to understand who your father is…" Birkoff tries to explains as he buttons his shirt.

"He is a better man than you are!" Melissa hiss out. Birkoff shakes his head.

"Nikita hasn't told you.. anything… Melissa… please…" Birkoff says and then throws his hands up in the air and leaves the room, and the house.

Birkoff jumps into the car and looks up at the roof. He needed to talk to someone. Birkoff turns the car on, and starts to drive. To the retreat.

*

"Who could that be? We have the closed sign on the door." Katherine says as she looks from the dinning room table to the hallway that leads to the store. Walter smiles at Katherine and places his napkin on the table.

"Someone who really needs milk." Walter says and Katherine laughs.

"Boy.. They must really need it." Katherine says with a laugh and Walter giggles.

"They must be playing naughty with it… I'll be right back." Walter says as he turns and walks into the store. He doesn't turn on the lights, and can see the small figure against the door and he raises an eyebrow.

"Birkoff?" Walter calls out as he crosses to the door and opens it. Birkoff stamps his feet and looks up at Walter. Walter sees a look in Birkoff that he rarely said.

"Why did you drive all the way up here… all I wanted to do was to talk." Walter says and Birkoff looks around.

"I need to talk to you. I NEED TO!" Birkoff says and Walter looks at Birkoff. Walter's mind started to whirl with the possibilities of why Birkoff was here.

"Is this about Nikita?" Walter asks and Birkoff shakes his head violently from side to side. Walter rubs the back of his head quickly and grinds his teeth together.

"Walter? WHO IS IT?" Katherine calls out and Walter looks to the dinning room and pulls Birkoff. Birkoff follows behind to finally meet Katherine.

"Katherine.. This is my friend Birkoff." Walter says in the introduction. Birkoff steps forward and shakes Katherine's hand. Katherine smiles and Birkoff looks to Walter. Walter blinks his eyes. Birkoff may have never met Katherine, but knew from her looks that she was only a shadow of what she once was. Birkoff had heard many stories about Katherine when Walter wanted to chew off his ear.

"My, you are a young one." Katherine says and Birkoff forces out a smile and nods his head.

"So… do you want to talk in the living room? This won't take long will it?" Walter asks and Birkoff's face turns serious. Katherine looks at Birkoff and then to Walter.

"Walter, why don't you go down to The Point? You need to get out and I can take this time for some personal time." Katherine says and Walter turns and looks at Katherine.

That was one of Walter's worries. He was worried that he was smothering her. He wanted to hold onto each moment, and if he was there all the time, he could do that. But in the process, he could be making Katherine uncomfortable. Yet, Walter was sure that Katherine could tell that Birkoff needed to talk. Walter stepped back and smiled softly. Of course she would think that. Why would have Birkoff drove up?

"I won't be far." Walter says and Katherine starts to shake her hand towards Walter.

"Go.. Have some fun! I won't wait up!" Katherine jokes and Walter smiles and nods his head.

"Well.. If you are up.. I know who didn't take her medicine." Walter says as he grabs his coat and starts out of the house/store quickly with Birkoff.

"Care to tell me why you are here?" Walter asks as he pulls the Jeep away from the store.

"It can wait." Birkoff says and Walter turns his head and stares at Birkoff.

"Why don't I like that tone?" Walter asks and Birkoff drops his head and looks out the window.

"You shouldn't." Birkoff mutters and Walter pushes on the gas a little bit more than the limit.

*

Walter pulled to the end of the cul-de-sac, and there was a long drop off. There were several valleys's visible and Birkoff stepped out of the car. Walter looked to his hands and did exactly the same.

"Birkoff… what is going on?" Walter asks and Birkoff turns and looks at Walter. He looks at the older man's eyes and saw the concern and then turned towards the mountains again.

"I am in trouble." Birkoff says and Walter moves closer to Birkoff and stares at him. He couldn't believe this mild-mannered man could be in trouble.

"How? What kind?" Walter asks and Birkoff turns his head.

"It's embarrassing, Walter. You would think that I would be happy with Melissa… but no. I had to go to that club. And now it is way above me head." Birkoff says softly as he tries to explain. He does not watch Walter's mouth drop slowly.

"Are you saying…" Walter says slowly after he can gain his composure.

"I slept with someone else and now she is demanding more or she will tell MELISSA!" Birkoff screams and then turns his head. Walter drops his head. His friend was in a hard place, but not too much different from his own.

"What do I do? You never did this to anyone…. God… Melissa will kill me… Nikita will kill me…" Birkoff says and then he stops and looks up at the sky. " Operations will kill me."

"Birkoff… what you did is wrong… but I am not going to fool you. It happens." Walter says in a tone that brings Birkoff's face around to look at the older man.

"What are you talking about?" Birkoff asks as his face turns to stark concern for Walter.

"I slept with Madeline not long ago. Believe… Katherine does not know. It would destroy her." Walter says with tears on his eyes.

"Walter! Madeline!" Birkoff cries out and leans his head back. " How did we get here?" Birkoff says and Walter shakes his head and leans back.

"I don't know, Birkoff. I wish I knew." Walter says and they stand there for several minutes, staring at the sky, and not saying a word.

"How is she blackmailing you?" Walter asks and Birkoff turns and looks at Walter.

"I know she has a tape." Birkoff says and Walter nods his head.

"Too bad you weren't like Michael. There wouldn't be a problem." Walter said and Birkoff laughs.

"Yeah, he would kill her without a blink of his eyes." Birkoff says continuing to laugh until Walter turns and looks at Birkoff.

"No. He knows absolutely who he loves." Walter says tightly and Birkoff stops and turns his head. Birkoff thinks a while and swallows.

"Does that mean you still love Madeline?" Birkoff says and Walter sucks in a painful mouthful of air. Walter looks around and then back to Birkoff.

"Maybe it does. I can't say that I don't feel anything for her." Walter says and Birkoff nods his head.

"Then that changes things." Birkoff says pointedly.

"Yes. It does." Walter says sharply and goes back to staring at the sky.

*

Walter and Birkoff were driving and not talking. Birkoff stared out at the trees, thinking about his situation. In a way, Birkoff was in the tighter spot. There didn't seem to be an end to his. Walter, on the other hand, would rather life in the tension of cheating on Katherine for years. Birkoff did not think that Walter would have that.

"Walter… do you think I can get out of it?" Birkoff asks without turning back to look at him.

"She has your phone number?" Walter asks and Birkoff closes his eyes.

"Yes."

"No." Walter says and Birkoff swallows hard. His hell was going to continue.

"Wait, Birkoff. Do what she wants for now. She should give you an opening. She is going to slip up somewhere." Walter says and Birkoff turns his head and looks at Walter with terror.

"I should continue to sleep with her?" Birkoff almost shouts and Walter pulls off to the side of the road. Walter drops his head and looks at Birkoff.

"What choice do you have?" Walter asks and Birkoff starts to shake his head.

"Melissa might understand…" Birkoff says and Walter tilts his head to the side. " But Walter…. She loves me… she could…" Birkoff starts to urge and Walter turns to look out his own window and then back to Birkoff.

"You fought, Birkoff. Melissa is hurting. What do you think she would do if you told her right now that you were cheating on her?" Walter asks and Birkoff drops his head.

"Tell Nikita." Birkoff says and Walter shakes his head.

"Now, I don't think that Nikita would tell Operations…." Walter says slowly and Birkoff frowns.

"No. Melissa would. Revenge. Tell my boss, her father, and get my life to hell." Birkoff says and Walter nods his head. Walter turns on the turn signal, about to go back onto the road.

"But isn't my life hell now? How could it be worse? I wouldn't be living a lie." Birkoff says and Walter sharply turns his head.

"Would you be living?" Walter asks and then he pulls back onto the road. They drive in silence. Walter's point was made. Birkoff had no leverage now. He needed to make improvements with his relationship with Melissa, and wait for an exit from the hands of Lori. Also, no one else could find out.

"What about Madeline?" Birkoff asks and Walter stares straight ahead.

"What about her?" Walter sharply says and Birkoff drops his head slightly.

"You still feel for her." Birkoff says and Walter sighs loudly.

"Just say it. I still love her." Walter says and Birkoff looks out the window. He does not notice Walter's eyes clouding up with tears as he pulls into the parking lot near the store.

"And I won't do anything. I can't. I have to be here for Katherine." Walter says and Birkoff nods his head. What Walter was doing seemed to be the same, but was very different, from what Birkoff was doing.

"I better go." Birkoff says as he opens the door and Walter reaches out and grabs Birkoff's arm. Birkoff looks up at Walter and nods his head. " I won't even tell Madeline I was here."

Walter nods his head in approval as he steps out of the Jeep and watches Birkoff move to his own car. Walter moves over and leans on the roof with his strong arms.

"Mention to Nikita that I miss her. I want to see her new stomach!" Walter says and Birkoff nods his head and smiles.

"Yeah… you need your daily dose of sugar. You aren't getting it. I'll tell her that you went into sugar shock." Birkoff says with a strained smile and Walter taps on the roof. He steps back and watches Birkoff drive off.

Maybe there was still tension for the both of them, but as Walter turned and walked back to the store and to Katherine, he suddenly felt a little bit better. Hopefully better enough to be there for Katherine.

Birkoff drove off not feeling any better than before. His situation may drag out for a couple more weeks, a couple more months, or even more sinister, longer. Birkoff swallowed and took the right hand turn and sighed. Yet, he cherished his life, and he would do anything to protect him and Melissa.

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