Notes: I do not own The Grim Adventures of Billy and Mandy.

This is my first attempt at writing a fanfic for this cartoon, and I'm trying to keep as close to how I think they would be like without them straying too far out of character. It's not the greatest, but hey. Please review.

Chapter 1

Click, Click, click...

Static.

Click, click, click...

More static.

Click, click, ka-CHUNK.

Grim watched in mild amusement and disgust as Billy threw the remote at the wall, complaining that all that was on was re-runs. Never mind that those "re-runs" were all just static because the cable box was not on.

"Hey Grim?"

Grim started from dozing and looked over at Billy. In the dozen years Grim had known him, he had not changed much. A little taller, yes, but in ways just as stupid as he had been as a kid. At age 22 he had finally decided that he wanted to live somewhere else and moved in with Erwin into a small apartment, despite his mother wailing that he was still just a baby. Grim had no idea how he was paying his half of the rent, but he was sure that was the only reason Erwin did not make him leave with all the things he broke.

"Yah, Billy?" Grim asked, expecting him to ask for something stupid and demeaning to do with his scythe.

"Where's Mandy?"

...Actually, that was a good question. Being a weekend, usually Mandy was over here bothering Grim to do things for her. In all, he hadn't seen her for more than a week, and it was beginning to make him wonder. It wasn't like her to ignore them for more than a week at a time, and even when she was really busy she would at least call to make sure that Grim was cleaning her apartment for her while she was away at business.

"I don't know, but I think it's about time we go see." Grim said, standing. Instantly his scythe was in hand and he wandered out the door, Billy trailing close behind jumping in glee to be able to go over to Mandy's place.

"Remember da rules, Billy." Grim told him firmly, knowing that the warning it was not likely to stay with him for more than five minutes. Billy saluted sloppily and rushed the door as soon as Grim had it unlocked. He was still slightly amazed that Mandy had trusted him with the spare key to her apartment. At the time he had asked what if she acquired a boyfriend and she laughed at him, asking if he truly thought she of all people would attract such a love interest. He kept his opinions to himself, knowing that if he didn't he was likely to find his head the the sewers or something; and the matter was dropped.

"Mandy? Are ya' home?" Grim called, and Billy ran throughout the small apartment calling her name, knocking over various things as he passed them. Grim left him searching the couch cushions for her and trailed through the kitchen.

"Hmm...something ain't right here." He spoke to himself, eying the dirty dishes in the sink. Mandy was a stickler for keeping her place clean, and some of those dishes looked nearly a week old. He checked in the spare room used as an office and found no sign that she had been in there recently. After a fruitless search of the rest of the apartment he came to her bedroom door.

No one but Mandy was allowed in there.

Up until she had turned 17, she made him clean her room, but quite suddenly it had become off limits to him and anyone else. He wasn't surprised actually. He had been expecting it for a while, as he knew most females required privacy and a place to be themselves once they reached a certain level of maturity. He was actually quite relieved, as it meant that a portion of his workload was also cut off, including the laundry. Why something like laundry was cut off of his chore list, he didn't really know. The idea that she was embarrassed of certain articles of clothing made him laugh. Very rarely was she embarrassed by anything a normal girl would be.

He knocked softly, and pressed his head against the door to see if there was a response. He heard a slight shuffling and that was it.

"Mandy?" He called, and knocked harder in case she was involved in a book. When she was, only annoying her got her to look up from the pages, if only to glare or to give a nasty rebuke. There was a muffled thud of something small and somewhat lightweight falling, and some coughing.

"Mandy? Are ya' alright girl?" Grim didn't like that she hadn't yelled through the door yet. Something was wrong, but he wasn't sure what yet. Maybe she was sick?

"Go away."

It was faint, but it was a reply. Her voice sounded oddly thick, and tired. Grim frowned.

"Are ya' sure? What's da matter?"

"I said, GO AWAY GRIM!" Mandy bellowed through the door. It was shortly followed by a severe coughing fit, the sound of which reminded him of smokers in hell who were forced to forever cough up blood and organs.

Now he was really worried.

"No."

And with that he opened the door.

At first he just stood and looked around the room. It wasn't so much different than he had imagined it, except for the colors. With as colorful and bright as Mandy's wardrobe had stayed through the years, her room seemed to have had the opposite result. The main color was still pink, but most everything else was black and dark gray, tastefully applied to give the room depth. Dark stained hardwood floors, deep pink walls, and swathed in black fabric. Changed from pink to red, and it would be a look he wouldn't mind in his castle back in the Underworld.

The furniture was all matching cherry wood antiques that made him wonder just how much money she made. Aside from the large vanity filled with various notes, one framed picture of the three of them, and very little in the way of make-up and perfume; the main focus of the room was the four poster master bed. Draped in layers of sheer black fabric, he could barely make out the form of Mandy laying in bed through the curtains. Around the sides of the bed was used tissues overflowing a wastebasket, cough drop wrappers and a box of tissues laying on it's side. He supposed that it was the tissues he heard fall earlier. In his wonder of the room, he did not notice that Billy had come up beside him and was also staring in amazement on finally seeing behind the mystery that had been Mandy's bedroom door. He did, however, when a clock narrowly missed his head and got Billy full in the face with such force that it sent him reeling backwards out of the room.

"GET OUT!!" Mandy screamed at them, and fell into a fit of coughing worse than the last. Grim simply shut the door behind him, telling Billy over his shoulder to stay in the living room for a while. He turned from the door as the bedside lamp smashed inches from his jaw, leaving a jagged scrape in the wood.

"Ya' must be sick if yer aim is that bad." Grim strode across the room to the edge of the bed, and threw open the curtains without thinking of what state of dress Mandy might be in. He turned red as Mandy quickly grabbed a small pillow to cover her naked chest with and glared through bloodshot eyes up at him, clad only in a black thong. Disheveled and with the blankets down around her knees, Grim was forced to realize just how much she had grown. Mixed thoughts and feelings filled his head until he mentally shook himself, wondering what the world had gotten into him when he was looking at Mandy of all people as sexy...even when she was obviously sick as a dog. Disgusted with himself and glad that Mandy couldn't read minds for more reasons than just the thoughts he just had, he placed a hand on her forehead as though nothing was amiss besides her cold. He drew his hand back quickly though as she swiped at it.

"Yer burnin' up girl!" He exclaimed. Her temperature had to be at least 103.

"Grim, leave now or I'll tie your skull to the 3:30 Express. I can take care of myself." Mandy growled. Grim shook his head and started tidying around the bed, straightening the covers that she had kicked aside back over her, and folding the heavier blankets at the end of the bed.

"Ya' gonna need help if yer gonna get well any time soon." Grim scoffed, and ignored her glare as he puttered around the room picking up the various tissues and clothes and stuffing them into their respective bins. He tied up the bag containing the trash and with it in hand, walked out the door.

"I'll get ya' some soup and medicine." Grim shut the door behind him.

Mandy was NOT happy.

It was bad enough having a very nasty flu which left her weak and tired, but it was humiliating for her to be cared for by the Grim Reaper, which made it all that much worse. She was furious that he had come into her room without her permission and saw her in her vulnerable state. It was frustrating that she could also not do anything but half-heartily yell at him while she was so weak.

In short, there were too many emotions for her to feel at once and it made her cranky.

She wondered why he was taking such attentive care of her. When he was not cleaning, he was at the side of her bed, either trying to get her to eat something or dampening the wet washcloth on her forehead in cold water. Granted, it was nice to have him care for her, but it made her confused, an emotion that she did not like in the least at any time. While he was throwing out the garbage and getting a new bag for the can, she had changed into a light night shirt and shorts, despite already being overheated. She hadn't missed the blush on his cheekbones when he saw her nearly naked, and she was glad that she was already red from her illness for him to not have noticed her own blush. She brushed aside the brief puzzlement on how a skeleton could blush with no blood, and focused on planning her revenge for the embarrassment of being treated like an invalid.

Despite having the world's most cranky patient, Grim was having some fun caring for Mandy. This time it was him giving the orders, and even though they were small ones like "sit up" or "lay down", it was a small thrill. He was sure that his attentiveness to getting her well again puzzled her, and he gained some amusement from that. Despite all the abuse they hurled at each other, usually one-way, he saw Mandy as a sort of a friend and was concerned for her health. Over the years he had come to like her prickly and cynical attitude towards the world. And besides, with her bed-ridden he could taunt her without immediate retaliation. He wasn't stupid enough to consider her an invalid though. He rubbed his cheek gingerly; he deserved the slap he got for making 'choo-choo' noises when he tried feeding her soup and even sick her left was still good.

It was nearly dusk when he finally left her for the night. He found Billy curled up in a ball sleeping in the middle of the floor amid the cards Grim had given him earlier to entertain himself with. It looked like he had been playing a violent game of 52 pick-up, and there was a card stuck to the side of his face as he drooled and snored in his sleep. Grim woke him and sent him home and then settled himself on the couch after he was sure that Mandy was peacefully asleep, and thought on the thoughts and feelings he had experienced earlier that day when he first saw Mandy.

At first he was disgusted, then embarrassed, then ashamed for the spark of lust he had felt for her. He was sure that in ways he loathed Mandy for all that she put him through. In a way he was also glad that he had lost to her over the mangy fur ball of a hamster that had died not more than a year later because the cat had eaten him. Some of their adventures were fun, or at least somewhat amusing when he looked back on them and though learning humiliation from a little girl was more than he could bear sometimes, he was glad that he had been forced to be their friend.

Now with these new thoughts and feelings he was re-evaluating himself. While he had to admit that she had grown into an attractive woman, he felt it was wrong for him to feel anything other than friendship toward her since he had essentially watched her grow from a young girl into what she was now. His main dilemma now was if he could take her life when the time came now that he realized that he actually cared for her a great deal.

He supposed that he would have to. He was not in love with her, a thought that made him cringe, so he had no lasting tie to her after she died. When her time came, he supposed that he would still see her from time to time, depending where in the Underworld she wound up. She wasn't on the list for re-incarnation anytime soon after her death, so it was possible that she would simply find her place in his world and frighten people there.

He snorted in contempt when an idea floated up from the back of his skull that maybe she had feelings toward him akin to his own. Even if she did feel friendship towards him, he did not consider him an object of affection for any girl, least of all Mandy who had never willing felt affection for anything but her old dog Saliva. And even then he wasn't sure if it was affection she had felt for the drooling creature that would steal his bones and bury them in the yard, or just tolerance of the stupid animal because he was hers.

Just like Grim was hers.

To hell with it all...He would just wing it. Nothing was going to change anyways as long as he didn't act or do anything different.

After two hours of thinking, he finally dozed off.