Author's Notes: I suddenly fell into the CatCF fandom, and well, this was the result.

Disclaimer: I don't own the greatness known as Charlie and the Chocolate Factory. Everything within are the respective properties of Roald Dahl and Tim Burton.

Crash! Thunder boomed and Charlie, who had been sound asleep in bed, jolted awake with a small scream of fright. At all of twelve years old, it sometimes amazed him that he was still afraid of something as harmless as thunder. It was his only true fear, and one that no one other than his family knew about - mostly because he refused to let his best friend and mentor, Willy Wonka, see him so vulnerable. As the lightning followed, streaking across the night sky in electric bursts, he shivered, adjusting his comforter around his body as he tried to go back to sleep.

Unfortunately, luck was not on his side as there was another, much louder, roll of thunder. He screamed for the second time...and flushed crimson as Mr. Wonka poked his head into Charlie's room curiously. He had to hide a laugh, however, because his mentor's normally pristine hair stood up in several directions.

"Good morning, starshine. The earth says hello," he said, making Charlie smile as they both remembered the first time they'd met.

"Mr. Wonka?" asked Charlie. "It's two o'clock in the morning; why are you awake?"

"I could say the same for you, my boy," he answered. "Are you all right?"

Charlie opened his mouth, fully intending to tell the man he was fine and to please go back to bed, but there was another terrific roll of thunder and he closed his mouth silently, trying not to let his mentor see the fear in his eyes. He sighed softly, figuring that the truth had to come out sometime.

"I...come in, Mr. Wonka," he finally said. "Given that I live in your factory, you were bound to find this out sooner or later."

Carefully shutting the door behind him, he stepped into his heir's room and sat on the edge of the bed. Though he was still somewhat wary of emotions at times, he couldn't deny that, through their friendship, the boy had shown him that not all emotions were an evil.

"You are afraid of thunder," he guessed. "It was pretty obvious, if I'm going to be honest."

"Yeah, I am," Charlie responded, blushing again. "I'm twelve, for god's sake!"

"Fear knows no age limit," his mentor answered. "Besides, it can't get you in here."

"Promise?" he asked, fear forgotten and a look of wide-eyed innocence on his face.

"Cross my heart," the man replied, making the motion with one purple-gloved hand. "Think you can get back to sleep now?"

Charlie nodded, already half asleep as the storm raged on. His mentor smiled, stroking the boy's hair gently as he got up to leave the room.

"Sweet dreams," he murmured. And then he was gone.