Sara sat anxiously eyeing Kellerman while fidgeting her hands around. Flashbacks of being tortured rushed through her mind making her heart rate increase. She fought to find her breath again, feeling like she was back under the water. She tried focusing on something.... anything, then the dangerous man sitting a few rows away from her. She focused her eyes on Michael sitting across from her. His head was turned away, looking out the window of the train. No doubt he was considering their next move after the train reached its destination.

She relaxed for a moment. The sight of him always calmed her down. She had missed seeing him every day in the infirmary. She sighed and turned away remembering those simpler times when they didn't have every cop in the country looking for them. Her eyes landed back onto Kellerman. Her blood ran cold once again as her eyes met his. He smiled and it made her feel sick to her stomach. She took a sharp breath in causing Michael to look towards her. Her hands were slightly shaking.

"You okay?" He asked while eyeing her closely. He didn't like the idea of Kellerman working with them after learning that he tried to kill Sara. He closed his fist until his knuckles turned white while waiting for her response.

She nodded and looked over towards him again. He could tell she was lying but he didn't push her.

"Do they have any water on this train?" She asked him while trying to catch her breath. "Yeah they should have some in the back. I'll go get you some." He responded while standing up. She whispered a breathless thank you as he walked away.

As Michael walked away she looked at Kellerman again. Her heart rate increased again and it made it even harder to breath. She felt his hands on the back of her neck while forcing her under the water. She felt hot and faint. She gripped the arm of her seat trying to ground herself and relax but failed miserably. She felt him stare at her as she tried desperately not to break down. Her visions started to go in and out as she tried to focus her attention on the trees passing them by.

Michael searched the cupboards for water. He knew Sara was't okay and that she was struggling. He felt his heart ache at the thought of her feeling threatened. It reminded him of the riots back at Fox River. He saw the same look in her eyes as he did then. Fear. He finally found a water bottle and headed back to Sara as quickly as he could. As he opened the door he almost collided with her. She ran past him in a hurry and shut the door behind her. He looked out to Lincoln and he shrugged not knowing what had happened. Michael knocked on the door with no response. He knocked a little louder but still nothing. He turned the handle and walked in.

Sara fell to the floor in the small bathroom quickly. Her breathing was fast and short. She felt herself panicking and her heart pounding uncontrollably. She gripped her chest feeling a sharp pain while she continued to struggle. Her vision started to get black dots and she felt herself go weak. She heard the faint sound of the door opening. She felt something on her shoulder and saw a blurry figure next to her. She couldn't make anything out. She gasped for air when she pictured Kellerman's face. She swore she heard him call her name and tears started to flow down her face. "Sara." She heard her name being called again. "Sara breathe. You're okay. I'm here." She heard the voice more clearly. It was Michael.

He pulled her closely to his chest. He felt her shaking uncontrollably as she fought for air. "Sara breathe." He whispered into her ear again calmly. "I'm right here. You're safe with me" he said. He felt her breathing slow down slightly but not nearly enough. "Sara," he said while cupping her face with his hands. She fought him slightly trying to regain control. He held on and wiped her tears away. "Listen to my voice." He said. She looked at him, fear clearly visible in her eyes. "Breathe in." He said while taking a deep breath. She attempted to mimic his actions but her breathing was still too fast. "Breathe out." He said while releasing his own breath. "Breathe in." He said again and continued breathing with her. He took her hand and placed it over his heart so she could feel him there with her.

"Michael?" She said shakily while still trying to slow her breathing. "I'm here." He said with a small smile. His eyes were laced with concern but he stayed strong for her. He helped her slow her breath down until it was back to normal. She tucked her head into his chest while he hugged her. She wrapped her arms around him tightly. "Thank you." She said into him. He kissed the top of her head as as she listened to his heart beat. "You're safe." He said again. This time he was trying to reassure himself.

"Are you okay?" He asked her after a couple minutes. She nodded into him and he squeezed her slightly. "He wouldn't stop staring at me." She finally spoke. He waited for her to continue. He knew that she was tortured but didn't know how. His heart clenched as he thought about her being hurt.

"I felt his hands on the back of my neck as he pushed me under the water. He left me there waiting for me to die." She shook slightly and Michael closed his fist tightly again. Everything in him wanted to strangle Kellerman but he remained strong for Sara. She needed him here. He felt her breath starting to speed up again as she relived the moment. He took her face in his hands and made her look at him. "Breathe Sara." He said again and she closed her eyes focusing. "I wont let anyone hurt you ever again." He told her. She opened her eyes again and was met with his desperate ones. "I promise." He told her. She nodded and leaned closer to him. He caught her lips and kissed her before pulling her closer to him. "How about we stay here until the train stops?" He asked her. She smiled slightly. "I'd like that." She replied as she buried her head into his chest once more. "Get some rest. You're safe with me." He told her while kissing her head again. She fell asleep to the sound of Michael's heartbeat and his hand around her waist.