AUTHOR'S NOTE: Sydney's POV. I've seen every ep faithfully but this is my very first Alias fanfic.

TIMELINE: Nothing particular but it occurs before The Coup/Vegas ep.

SPOILERS: TRUTH BE TOLD/PILOT, SO IT BEGINS and THE CONFESSION

ARCHIVING: Only with previous authorization by me.:)

I'm used to looking for tails. Detecting has become like a sixth sense to me. It's what made me check my cell phone in the parking garage after seeing a lone man standing there, presumably talking away on his cell phone. When I discovered there was no service in the area, there was no doubt in my mind that he was following me. And then my mind flashed backwards, just like rewinding and playing a video tape, and I remembered I had seen the same guy in other places throughout the week. Three times in the last two days. Too many times, too many places, for it to be simply a coincidence. He was definitely following me and I got angry. I slipped out of his line of sight between two of the parked cars. He quickly moved to keep up with me, but kept yakking away to his imaginary caller. That only made it easier for me. In the next moment, my unwanted tail found himself prone flat on his back, disarmed, and me, leaning over him demanding to know who he was and who had given him his assignment.

The tails I'm used to seeing couldn't have prepared me for this though.

That feeling of being watched, being followed, assailed me as I was about to go across the crosswalk. I glanced sideways, trying to catch any signs of movement in my peripheral vision, and then walked across the street. When I reached the other side, I turned a direction opposite the one I'd originally intended on going. I paused when I reached a huge glass window and pretended to be looking at the window display. In reality, I was watching the reflections in the glass, the effect was as if I'd eyes in the back of my head, and it allowed me to get a look at the view behind me.

So, I looked and I looked again.

Then, I closed my eyes, counted to five, and opened them again, this time focusing on my own reflection in the window. Brown eyes stared back at me, mirroring the surprise I felt as a current of shock ran through me because I recognized my tails.

Francie and Will?

Francie and Will were following me? My two closest friends were following me?

It was as if I'd fallen into one of those weird, Alice-Through-The-Looking-Glass type dreams where the world had turned upside-down and everything was backwards.

I heartily hoped this was some kind of joke. I even remained at the window longer than I had first intended, hoping my friends would try to catch up with me. Alert me of their presence with a cheerful 'Hey, Syd. Fancy meeting you here.' Or wave even. But none of those things happened.

I left the window and started walking again.

SD-6. K-Directorate. And total strangers I expected. But not this. Not my friends.

As far as covert surveillance went, they were both amateurs. I could lose them easily if I'd wanted to. Only I didn't want to. I wanted to know what they were up to. What they thought they were doing. If there was something they wanted to know about me, why didn't they ask me? I always gave them an answer when they asked. When I could.

I glanced at my watch. The time was growing closer to my meeting with Agent Vaughn. I had to hurry up and make some sort of decision. I rounded a corner and stopped outside the doorway of a shop as an inspiration struck me. I pulled out my Nokia and dialed. In only a moment, my best friend's voice answered, "Hello?"

I made my voice sound easy and chatty. "Hey, Francie. It's Syd. Whatcha doing?" I waited and felt my lips forming into a smile. I wondered how she would answer the question.

"Oh, Sydney. Not much." Not a quite a lie, but not quite the truth either. I heard Will's voice in the background grumbling about falling behind. He spoke a little too loudly and apparently Francie thought so too. "Just visiting with Will," she said with a stern note of reproof in her voice as she said his name. "So Syd, what's up?"

"Just checking in," I replied and started into a brisk walk, comfortable in the knowledge that this call was delaying the two of them. Since the corner I'd rounded hid me from her immediate line of sight, I was certain Francie would stay put. She wouldn't be sure whether I'd stopped to make the call or gone on walking. Francie liked to be sure of things. "What are your plans for today?" I questioned.

"Actually, we were just about to ask you the same question. To see if you were free this evening. Weren't we, Will?" There was a tone in Francie's voice I knew well. It meant she had just come up with a brilliant idea.

"Oh, yeah. This evening. Yeah!" Will's voice was loud enough so I could hear it this time. I listened to the timbre of his voice, even as he assented, and could imagine the look of puzzlement spreading across his face. He didn't have a clue what Francie was talking about.

I pretended not to notice. "Really?" I asked, curiously. "Why? Has Charlie invited us to one of his gigs?"

"No. Charlie's working tonight. But Will and I were thinking about trying out that new place that just opened up. I've heard its good. We wanted to talk with you, so it'll be just the three of us."

"Just the three of us. Sounds good," I said, lightly. I wondered what Francie and Will wanted to talk with me about. But I'd take talking over being tailed by them anyday. My ground-covering stride had put distance between me and my unexpected tails. It would take a miracle for them to catch up with me now. "What time?"

I heard Francie echoing my question to Will and his reply. "Seven?" she asked.

"Seven it is. See you then." I pulled the phone away from my ear, closed it, and placed it back in my bag. If I hurried, I'd just make my meeting with Agent Vaughn.

Will's a great guy...most of the time. Other times, his curious nature as a reporter becomes a minor nuisance. He asks me about my job. He wonders why I spend so many hours there and why I'm sent on so many business trips. He can't seem to get it into his head that I really love my job.

Do I love my job? It's a question that I never had to ask myself when I thought SD-6 was the CIA. But since becoming a double agent, things have changed dramatically. I have a new purpose. A new goal. It was simply what I did before, serving others, but now it's become something more to me. It's personal. Whether I love it or not, it's important to me. It was this thought I was trying to convey one evening when I got a page from the "bank". Will was annoyed by the intrusion, asked me again why I was still working there, and got pushy to the point of threatening to call the bank and quit for me.

It was just Will being himself. Impulsive. Not taking the time to think before he acted.

But it wasn't so much how he acted. It was how I reacted. Usually I can gauge my reactions to fit a situation. Usually I can stay calm. But that evening, I got upset. Something in me snapped and I snapped at Will. "My job might seem pointless and stupid. But it's far from pointless." I told Will if he knew what I dealt with everyday then he might even be thanking me for doing my job so well. Major slip. I glossed over it the best I could and left before I could be questioned further. I apologized to him later, he admitted he shouldn't have tried to interfere with my job, and I thought the matter was forgotten.

Maybe it wasn't.

"You look worried."

"What?" Pulled out of my musings, I whip my head around to stare at the concerned expression on my handler's face. I've become skilled at split concentration and quickly focus my mind on what Vaughn has just been saying. As his last comment registers, I quickly refute the idea. "No, Vaughn. I'm fine. Go on."

But Vaughn isn't ready to let it go at that. "You seem distracted." And the practiced cool exterior of the CIA agent melts away to reveal the softer side of Vaughn. "Is everything okay?"

"It's nothing. It's..." I meant to say that it's nothing I can't deal with myself, but I pause wondering if this is actually true. What if my friend's have found out something about me? What if Will's getting suspicious about the bank? He's a reporter and newshounds have a knack for sniffing out the truth. My heart still beats faster when I think of how close Will once came to seeing my Kate Jones luggage tags. "My friends."

"Oh." Vaughn's voice rises, anxiously. "Is someone sick? Is Fran--"

"No. No, nothing like that." I quickly correct his erroneous conclusion. Then, I clarify, "My friends want to talk. They want to meet this evening." I take a deep breath, relieved to be able to share my fears with someone else. "And, hopefully, they'll explain why they were following me this afternoon."

Vaughn raises an eyebrow. "They tried to follow you?" he asks in surprise and there is a subtle hint of laughter he can't quite keep from his voice as if we both know how futile an endeavor that would be.

The corners of my mouth twist as I, for the first time, see the humor in the thought. "It's probably nothing. Maybe I'm worrying for no reason."

Vaughn quickly recovers himself and his somber expression returns. For this to concern me, concerns him. "Is this something we should be worried about?"

I cannot answer the question and our fleeting moment of merriment fades and dies. Panic has begun to grip me and I start to pace across the cement floor of the dimly-lit warehouse. "They're my friends. They always ask me where I'm going. What I'm doing. And sometimes...I just get so sick of lying. So now, I keep thinking, could it be: Something I said or forgot to say? Did or forgot to do? Somehow. Caused this. I try to be so careful."

Vaughn blocks my path, stopping my pacing in mid-turn. "No," he replies, firmly. "It wasn't you. Nobody is so devoted to a cause as you are. Or so devoted to her friends. Nobody takes as many precautions as you do. Is as careful as you are when it comes to protecting her friends' interests. But you can't tell them the truth, Sydney." I raise my head to look at him and his gaze connects with mine. In a flash, I know he is keeping back what anyone else wouldn't hesitate to bring up right now. He's thinking of what happened to Danny, but deliberately refrains from the subject and for that I'm tremendously grateful.

"I know." I almost manage a small smile. "I know I can't. But if they know something they shouldn't. If SD-6 found out-- I don't know what I'd do if--" The thought is too terrible. I check my tongue and compose my face, swallowing hard several times before I'm successful.

"There's always witness pro-" Vaughn begins, then gulps on the suggestion, realizing it won't help. The thought of the program reminds him of the original reason we were here. He takes a step back. "Alright," Vaughn says, making a great effort to return to business. "You'll--"

I interrupt. "I'll be getting the finalized details of the mission from Sloane tomorrow. I'll forward them to you as soon as I can. You'll contact me with any changes this might cause for the counter mission. There, you see? Distracted or not, I was listening."

Mingled with his concern over my dilemma there is also a smile in his green eyes if not on his lips. "I never doubted that you were."

It seems our meeting is done. I reach down to pick up my bag from the crate where I've left it.

An awkward silence fills the air.

"Hey." Vaughn breaks it. "I hope all goes well this evening."

I nod. "Thanks. I do too."

"They're your friends, right? Sydney, you know them better than anyone. You'll figure it out."

Vaughn's words hang with me long after our meeting is over.

You can't tell them the truth, Sydney.

Sometimes I feel like my whole life is a lie.

Like the moment when I discovered my dad didn't export airplane parts, he was a double agent.

Like the moment I found out that SD-6 was not the CIA, but my worst enemy.

Like the moment I realized my mother, the devoted wife and literature teacher, was actually a KGB assassin.

But never more so than when my friends ask me the usual questions, like, "How was your trip? How was work?"

And for the briefest nanosecond, I'm tempted to tell the truth, unraveling the endless web of lies I've been forced to live in.

There are no questions like that when I enter my apartment today. It's empty. I toss my keys on the counter, thumb through the mail that's there, then head to my room.

I change clothes, examining every single article carefully. I want to be sure it's free from tags, bugs or listening devices of any kind before I deem it ready to wear. It's a habit I've developed over the years as a spy, I usually think nothing of it, but today I'm doubly cautious.

A vague feeling sweeps through me. I stand alert, in the middle of my room, trying to figure out why I suddenly feel like something's amiss. There's nothing material out of place, but still I've got that impression. It's like that nagging feeling that tugs at the back of your mind when you know you've forgotten something.

But what?

Perhaps it's not what, but who. Has someone been in my room?

I'd never leave any of my spy gear here if I thought someone might see it. But Francie's no snoop and Will--well, snoopiness is part of his job description. But he wouldn't--

Would he?

My luggage springs to mind. I fly across the room, dig past several items I've deliberately buried it under, and give my suitcases a once over. No, everything's just where it should be. Yes, the incriminating luggage tags I've removed for safekeeping are tucked neatly away inside and out of sight. Shaking my head over my foolishness, I push the luggage back and settle the items back in place.

I've been on edge all day. False alarm.

Seven is drawing rapidly closer. Finished getting ready, I grab my keys and head out.

Whether she knows it or not, the restaurant is a brilliant idea on Francie's part. It's a brand new place just getting over the stages of its grand opening. Not like our usual hangouts but that's a good thing. It means no one would expect to find me here and I am more vigilant than ever to be certain I bring along no unwanted tails. After I've parked, I survey the entryway of the building and its surrounding areas from afar, scanning for anything out of the ordinary.

Nothing sparks my suspicions, but I walk by the building twice before I allow myself to enter.

A brief conversation with the hostess reveals that Francie and Will have already arrived.

I start in the direction of their table, catching the sound of Francie's laughter before I round a bend and see my two friends.

My two friends.

I see them sitting in a corner booth by the wall.

My two friends who for some unknown reason were following me today.

I shake away the thought and do my best to look unconcerned. Cheerful even. As if I have no idea that hours earlier my friends were behaving like....like....

Like spies.

I'm close enough to hear what they're saying.

"...and then this penguin suit guy backs up, so busy raving about how much he disliked the 'limited choice of entrees' that he puts his whole elbow smack dab in the banana cream. What a mess!"

As Francie reaches the climax of her catering story, Will launches into a hearty laugh, clutching the edge of the table to avoid spilling the drink in front of him. "That's rich! I mean, really rich!"

Neither of them notices my approach until I'm right beside the table.

"Sydney!" Will's facing my way, so he spots me first and scoots over to make room for me in the booth.

"Hey, Syd. Glad you made it!" Francie smiles at me across the table as I settle into the seat beside Will.

I can't help smiling at Francie's remark. Knowing me, my friends are never quite sure I'm not going to cancel an invitation at the last minute. "Yeah. Me too." I unwrap the napkin from my silverware. "What's that you're having? Looks good."

"Waldorf salad," Francie supplies. "Not half bad. Wanna bite?"

"Sure."

Will looks at me, sheepishly. "We were waiting for you to order."

"Oh really?" I ask, quirking an eyebrow. Beside his drink, there's a soup bowl in front of Will, already emptied of half its contents, with the tell tale spoon still resting on Will's napkin.

"Yeah," says Will. "I mean, we would have waited, we were but--"

Francie breaks in, helpfully. "Well, then I ordered the salad and the soup came with it."

"It smelled good." Will waves a menu at a passing waitress. "Sandy, we're ready to order now."

A few minutes later, Sandy has been dispatched with all of our orders.

Waiting for our meals to come, I look about the restaurant. The early diners are starting to finish their meals, and the late-night diners have not yet begun to arrive. The booth just behind us is empty. There's little danger of our conversation being overheard.

Only we aren't talking about anything.

It grows quiet. Too quiet.

Francie's busy attacking her salad with a vengeance. Her fork spears a dark green leaf, followed by another, and I'll doubt there'll be anything left on the plate by the time our other orders arrive.

"Uh, how was work?" Will asks.

I shrug, dismissively. "Besides a couple of things that came up unexpectedly, it was the usual." I realize we might go all the way through dinner before we'll ever reach the real reason why we've come here. I can't stand the wait any longer. I need answers. "So," I begin in as casual a tone as I can muster though I feel like I'm on the verge of jumping out of my skin. "You guys said there was something you wanted to talk about. What is it?"

There is an instant change in the climate.

Francie can't look me in the eye, but I feel Will's gaze boring into the side of my head with an intensity that's usually saved for his toughest interviews.

There's a long pause.

"Sydney," Will begins suddenly. The pain and confusion in his voice are evident. "We think you're hiding something from us. We're your friends. We deserve to know what it is."

I've tried to imagine this moment so many times. What exactly I'd do if my friends discovered the truth about what I do. Now, sitting here, with two pairs of eyes fixed upon me as they await my reply, I find I'm not sure what my next move should be.

Think you're hiding something from us. Could Will be more vague? What can I say? I certainly can't answer him until I know exactly what he's talking about. What could Francie and Will possibly know? I need time to figure out what I'm going to tell them.

Tears would work. That saying know your enemy seems appropriate right about now. Only in my case, it's know your friends. Will's weakness is tears. I try not to be too manipulative when it comes to my friends but sometimes, like in the instance when Will kept questioning Danny's murder, desperation drives me to it. I told him it would hurt too much to keep bringing Danny up, appealed to him to help me move on with my life, and I turned on the tears.

Yes, tears would work on Will--but not on Francie. Francie and I have been through a lot together. She's known me since before seventh grade and seen me cry more often than I want to admit. She'd know the difference. Francie wouldn't be fooled by my crocodile tears.

While these thoughts swirl through my mind at light speed, I put on my poker face and stall. "Hiding something?"

Francie shakes her head and twirls the fork in her hand. "See I told you this was ridiculous, Will! I told you we should just ask. See? Look at her face. She doesn't have the least idea what you're talking about."

Some say ignorance is bliss.

Will pulls a cracker from its plastic wrapper and crumbles it into his soup. "Okay. Maybe hiding is the wrong word."

Not to me. I somehow manage to look even more perplexed than before. "Will, if you have some sort of problem that concerns me, I'd like to know about it."

To me it means the difference between life and death for my friends.

Will sputters. "Wa-What I'm saying is people don't get obsessed like this, I mean they do. But it's not normal. Sure everyone has they're personality quirks, but--you. Sydney, I've known you for over three years and I think I know you. I know I know you. But sometimes I just get this idea--"

Ignorance is dangerous. I know Will will get to the point sooner or later. "Idea?" I ask, anxiously.

He picks up his spoon. "Yeah. I mean all the hours you spend at the bank and the trips you go on--"

I frown. "We've had this conversation before and--"

"No, no! I know your job's important to you. It's not about that. You see, it's...there are things about you. It's strange. It's this idea that there's this whole other side to you that we never get to see. That I don't even know." Will's eyes search my face to see if I'm getting any of this. He leans back on the seat and stirs his soup. "But that's a crazy idea, right?"

Whoever said ignorance is bliss must have been a total idiot.

"I don't believe this!" Francie explodes, startling me because she's been quiet for so long. "That's not what you said before." She looks apologetically at me and tells all. "Will told me he thought you could be in trouble. Even had us stalking you this afternoon."

Ah, thank you, Francie! I glare at Will and fire a question at him. "Is that what this is about? Call me next time and I'll just send you an itinerary of my day and save you all the footwork!"

Will looks decidedly uncomfortable. "It's not how it sounds." He holds up his hands in a surrendering gesture. "Just wait a minute. I can explain the whole thing."

Francie's not done yet. "He said he had proof! That you were in trouble. So I worried."

That worries me a little too. "Proof?" I repeat, latching onto the word.

"I do!" Will starts fishing in his coat pocket. "I really do."

"Where is it, Will?" Francie challenges, not willing to believe anything he has to say right now. "Where's your proof?"

Will pulls out the item and waves it. "See. Here it is!"

Seeing what he has just produced from his pocket, Francie and I both stare at him.

I do my best to keep my tone level and even. "Will?"

"Yeah?"

"That's my make-up."

"Yes, yes it is. Exhibit A."

"That's it? That's your proof?"

"It's cover-up. Some people use it on bruises."

I'm aware of that. "Will." This time I don't care if my voice sounds angry. "What are you doing with my cover-up?"

"I was using your bathroom. I dropped my glasses in the trash can. Accidentally. And found this."

"It proves what?" I ask, throwing up my hands.

Francie shakes her head in disbelief. "Will, hate to break it you, buddy, but you've lost your mind!"

Will sighs but continues. "Just hear me out. Please?"

It never rains 'til it pours. After a moment's thought, I nod. "Okay. I'm listening."

"I have to go back to the beginning. I think it's because--" Will's voice sounds really serious now. "There was that thing!"

"What thing?" I ask.

"That thing that you never explained. You remember? It's ages ago now. Not that it required any explanation. Cause I'm your friend and I trust you. I wouldn't have brought it up, except...I got worried."

In a flash, I realize what 'thing' he means.

It was one of my darkest hours. Danny was dead and my grief was devastating. All I wanted was out. I hadn't darkened the doors of the Credit Dauphine in months and SD-6 came after me. That's when I found out the truth about my dad and everything else. That's when I decided I wasn't going to run anymore. But I had to do something to get back in Sloane's good graces and I knew just the item that would do that.

I had to get to Taiwan. But I wasn't working for the CIA back then. And being on the SD-6 hit list, I couldn't use my Kate Jone's alias let alone my own identity. To embark on my mission hinged on my ability to book a flight and travel to and from the country undetected.

It was an extreme circumstance and if I could have found another way, I would have. But I came to him, because I had no one else to go to for help. I met Will on the roof of the newspaper office and asked to borrow his sister Amy's passport and credit card. He let me have them, no explanation required. Shows you what kind of guy he is.

But why now? That was so long ago. Why would Will worry about it now?

Will answers the question for me. "At the office, there was this pal of mine working on a story. It was about people in these controlling relationships. Everything starts out in the usual way. Like say a woman gets a boyfriend. But he's always calling her checking on her to see where's she's at. Always wants to know where she's going. Pretty soon he starts telling her what to do and what not to do. Suddenly, it's like her life's not her own anymore. And he makes her keep their relationship a secret. Then, he starts beating on her, but she makes excuses. She covers it up. Her friends ask she what's going on but only get vague answers. It's like she's got this hidden life that nobody knows about. But she's trapped because she feels guilty. She thinks the whole thing is her fault. She thinks she should have seen what he was like sooner. She's obsessed with keeping the secret, even though it's killing her. Her friends don't figure out the warning signs until it's too late."

Will pauses while the bus boy comes and whisks away an empty salad plate.

"So I have this idea and I hear this story and then I see this empty thing of cover-up in your trash," Will concludes. He looks at me solemnly. "So, stupid as sounds, I had to ask you this, Sydney. Is there anyone in your life that we don't know about? Like that guy that gave you the frame..."

Francie gapes at him. "Whoa, Will. But this is Syd we're talking about here. She's smart. If something like that was happening to her, she'd tell us. Right, Syd?"

I can't help breathing an inner sigh of relief.

They don't know.

"Yes," I reply. "There are tons of people in my life you don't know about. But no one you should need to worry about. What else would you expect me to say, Will? I work at a bank. And there are a lot of reasons to wear cover-up." I hope they don't ask me to name one.

They believe me. My friends look relieved and a little embarrassed.

I do my best to reassure them. "Hey, it's okay." I look at my two friends and a smile springs to my lips. My two friends who are so willing to intervene in my behalf if I'm ever in trouble. True tears gather in my eyes. I dab them away. "Thank you. I do appreciate what you tried to do." I brush a stray strand of hair away from my face. "Can you all promise me something though? After tonight, forget we ever had this conversation?"

There's a unanimous agreement.

Our mood immediately lightens. It's smiles and hugs all round and then our food arrives.

Soon our table is buzzing with lively banter and conversation just like always.

"So what did you think, Will? The secret life of Sydney Bristow. The only mild-mannered reporter I see around here is you. So maybe you're Superman."

"Hey, I am Superman."

"In your dreams!"

I know there will be other moments. More times my friends will ask questions I won't be able to answer. When for a moment my friends will become friendly foes and I'll use my skills at being interrogated to deflect them from realizing my true objective. Doing whatever I can to keep them safe.

And I'm okay with that.

I'll take each moment as it comes and do my job as well as I possibly can. Do it so well that one day, when the truth finally does come out, SD-6 will have lost the power to hurt the ones I love.

A rare sense of peace fills me as we laugh over our dinner.