Mello was already back from class when Matt walked into the room. He slid his Mario backpack off his shoulder and flopped onto his bed.

"Hey, Mels." Mello was sitting on the bed across the room from him and had a book open on his lap.

"Hey" Mello replied. There was something artificial in his tone. He was forcing himself to sound normal. Matt knew better than to directly ask what was up. Mello would clam up instantly. He decided to start with a neutral subject, maybe get a hint.

"I beat that level in Bioshock that I was stuck on. The plot to the game is really getting interesting."

"That's cool." Same forced normality. And no snarky comment about him wasting time on games? Something was definitely wrong. He noticed that though the book on Mello's lap was open, he wasn't reading. He was looking at the pages with the flat stare of someone actually listening to something inside their head.

"How was class?"

Something Matt couldn't read flashed behind Mello's eyes.

"It was fine" he said flatly.

Matt could tell he was getting warmer. C'mon Mel, tell me what's up, I hate it when you do this.

Matt stood up and walked over to Mello's bed, intending to sit down next to him as they often did. On top of the gray bedsheets was a piece of paper. When Matt reached to move it, he heard Mello breathe in sharply, but he didn't deter Matt from looking. He seemed almost paralyzed by whatever he was thinking about.

Matt looked down at the paper. It was the scores from their latest test. He saw his own name in the third place ranking as per usual. Mello's name was in second. Again. Near was first. This explained a lot. Now was his chance. He had to get to the problem at some point.

"Second to Near again?" he asked as gently.

The book slid from Mello's lap as he brought his knees to his chest. He rested his slender arms on his knees and buried his head in them.

"Yes" Mello's voice was tense.

Matt had seen this position before. Mello couldn't let anyone see his face if he was showing how upset he was. He came from a Russian mob family, and before his parents' deaths, they had raised him to become the next head of the family. He was taught to never show himself as weak or vulnerable. He saw his own emotions as weakness, and he was ashamed, so he hid.

Matt's voice was cutting through the deafening white noise of emotion that raged inside Mello's head. He had had been mentally screaming at himself to stop, shut up, get back under control, but he couldn't. Near had won. Again. What the hell was Mello doing wrong? He had studied so hard for that test, and he was still second. He would never live up to the little freak. Why did he even try? Nothing he did ever seemed to work. He was nothing but a failure. A failure. Come on, why was he letting himself get so upset? It was one test. He was better than this. He couldn't let himself break down. He was strong, this was nothing. If it was nothing, then why couldn't he control it? SHUT UP! He dug his nails into his arms, trying to focus on the pain and silence the storm.

A hand touched Mello's shoulder. He tensed. He hated being touched when he was upset. He considered it intrusive, a way to gain control over him when he was weak. Most people would get an elbow to the face for touching him like that, but he allowed it from Matt. When Matt first arrived, Mello had woken up from one of his frequent nightmares about his parents' deaths to Matt gently taking his hand, then crawling into bed next to him. Those nightmares reduced him to a scared little kid, but he wasn't scared now. He was pissed. Pissed enough to lash out at anyone. Except Matt.. He relaxed his shoulder after several seconds. The pressure was at least something to focus on.

Matt knew better than to hug Mello like he wanted. Mello was scared of losing control, and would just lash he felt confined. Matt wanted to hold Mello and comfort him, but Mello wouldn't accept it in his current state. He would either completely shut down or lash out. Matt had to let Mello know he was there, though. He sat down on the bed and gently laid his hand on Mello's shoulder. This would have to do.

"It's okay, Mel. You just got second again. You can beat him next time." Matt was trying feebly to get behind the veritable citadel Mello had built around his heart. The wall kept intruders out, but right now it was keeping him isolated.

"Next time, he'll beat me again. It happens every time. I work and I work, but nothing ever changes. I'm worthless." Mello's voice was cracking as he forced the words out past the tight, hard ball of pain in his chest. A single, hot tear managed to drip from his eye, and he balled his hands into fists. He hated himself for letting that tear through. He couldn't cry. Not now, not ever. He could not allow his emotions to master him like this. He had to get back under control.

"You're not worthless. You get better every time." Matt was trying to be encouraging, but Mello wasn't buying it.

"No I don't. If I did, I wouldn't be second again. It's all a waste of time. I'm a waste of time. I'm a mess, all because of one stupid test." Mello's chest ached and his voice kept cracking. He was still out of control.

Mello wasn't mad about this test. Well, not completely. He was mad about every other test and every time Near had bested him. He had covered up his feelings of disappointment and inferiority. Now that it was bubbling to the surface, he didn't know what to do, so he was trying to bury them again. Back behind the wall where they belonged.

"That's not why you're upset and you know it." Matt's tone was firm, but not harsh.

"I'm better than this. I shouldn't be getting worked up over little things like this." Mello refused to cry, but his voice was giving him away. He was holding back tears so hard his head hurt. The tight, cold ache in his chest made it hard to breathe.

"Mello," Matt searched for the right thing to say. He had to break into Mello's spiral before he destroyed himself. He had to say something, anything. "Stop fighting."

"You know I can't do that." Mello's tone was hollow this time, though still tense as a guitar string. He was trying to block all emotion in an effort to regain control. "I'm going to keep trying to beat Near, even though I know it's useless. I'm stupid like that."

"No, I mean stop fighting yourself." Matt was trying to find the words for what he wanted to say. He wasn't exactly good at expressing abstract ideas, but he was going to try. For Mello.

Mello's hands relaxed as he considered that sentence. Fighting himself?

"What do you mean?" Mello's efforts to block emotion were failing, and his voice was cracking with tension again.

"You're fighting your own emotions. You can't just bury your feelings every time you're frustrated or sad. You're at war with yourself in addition to everything else you've had to fight."

"What am I supposed to do? Let other people use my emotions to manipulate me? No, I have to be in control, I can't let that slip." Mello's tone was harsh.

"You don't have to dwell on every emotion, but you do have to acknowledge them. You have to let yourself feel, rather than fight it."

"Why?"

"Because if you fight every emotion that comes along, you end up like this. You waste all of your energy fighting yourself instead of using that emotional energy to make yourself better. That's the thing about fighting yourself, you're going to lose" Matt's voice grew louder, as if he was trying to talk over Mello's inner storm.

"How the hell do I even do that?" Mello was frustrated.

Matt paused. Again, an abstract concept that was hard to put into words. He fumbled around for anything concrete.

"Okay," he carefully chose his words, "Tell me what you feel right now, and don't try to pass it off as stupid or worthless."

Mello's hands clenched into fists again. He couldn't let Matt into this storm, could he? If he did, would Mello completely break? The dull pain in his head and chest was fogging his thoughts even further. He was going to break like this anyway, he might as well tell Matt why. He owed his friend that much. He took a deep, trembling breath.

"I'm pissed off at Near for beating me again. I feel like I work harder than him, but never beat him. I think I'm supposed to be better than this, and I'm pissed that I can't even live up to those expectations. I'm pissed because I'm letting all of this get to me when it's really not that big of a deal, I've been through so much worse. But this is what bothers me, and I hate myself for it. I hate that I've lost control and can't seem to get it back" When Mello stopped talking, he realized that he was shouting and tears were falling from his eyes. He was crying. Crying like the weakling he was. He hunched his shoulders in an effort to hide his tears.

"Listen to me Mel," Matt was still fighting the urge to hold him like the frightened child he was when he had a nightmare. Mello wasn't scared this time. He was angry. "Feel that. All of it. Feel it without trying to control it."

Mello's thoughts raged. He couldn't do that. Surely the troubled sea of anger and frustration would drag him under if he didn't try to fight it. But Matt was right about one thing. He was running out of energy fighting like this. He closed his eyes, took a deep breath, and gave himself over to the sea of emotion raging through his head. Tears were gushing from his eyes, but he didn't let himself care now. He could feel all of the anger, disappointment, frustration, and self-hatred that had hidden for who knows how long. He let the waves wash over him as the tears dripped.

Matt had kept his hand on Mello's shoulder the whole time, and now it was his best indication that Mello was crying. Mello didn't use his voice at all when he cried. No wailing, no deep sobs, just an occasional hitch in his breath or sniff as tears streamed from his eyes. Mello's face was still hidden as he cried quietly. Matt stayed there, silent, hand on his friend's shoulder, as Mello broke down completely.

Mello was lost in the sea, barely aware of Matt's hand. Every time he thought he had ridden out a wave, another one came, bringing more pain and frustration. He gave himself over to the feelings, letting them tear through his heart. He thought he would never find his way out. He was gone, he would never feel anything but hurt ever again. He wondered why he had let Matt talk him into this. What did he know, anyway? But, slowly, the waves grew less daunting. Mello realized that the hard, cold ache in his chest had started to soften. He was becoming aware of his surroundings again. The storm was subsiding. Without Mello having to fight it, the sea was starting to calm. His breath stopped hitching and the flow of tears finally slowed. Now that his head wasn't pounding with held-back tears, he could think clearly. His shoulders relaxed, and his hands opened again. They were shaking. The tension in his chest was gone, but there was still an achy feeling in its place, like a sore muscle. His mind was clear, almost too clear. Now that the emotions weren't occupying space, his head felt almost empty.

He wiped the last tears on the back of his hands as he lifted his head, looking up without really looking at anything. He could feel Matt beside him, searching his face for some indication of what was going on in his head. Mello was stripped bare, too vulnerable too look anyone in the eye. He should say something, if only to get Matt's gaze off of his face.

"Sorry you had to see that." Mello said. He knew Matt had just seen a very ugly side of him. And not just the inside, he must look a mess right now. His eyes were stinging and his cheeks were hot, so Mello knew he must be red-eyed, tearstained, and puffy-cheeked.

A smile tugged at the corners of Matt's mouth. The wall had broken. Mello wasn't fighting himself anymore. Matt scooted closer and placed his hand across Mello's shoulders. Mello was too drained to fight the touch even if he wanted to. And this time, Mello didn't want to. For the first time since his parents' deaths, he trusted someone not to hurt him or use his vulnerable state against him.

"Mel, I'd rather see you like this than what you were before. I see how hard you fight, and I know how rough it is on you. I'm no better than you, you've seen me on a bad day. I want you to not have to suffer anymore."

Mello rested his head back on the wall. He thought about leaning into Matt's shoulder, but decided against it. He was okay with Matt touching him, but he still didn't want to touch Matt. He still felt too raw.

"What am I even doing? What just happened?" Mello's thoughts were clear but scattered, he was trying to collect himself.

"You let yourself feel" Matt couldn't get more specific.

"I guess I should do more of that." Mello said wryly. He felt completely exhausted, as if he couldn't even get up from the bed. But he felt more at peace than he had in a long time. For now. There would always be another battle, but Mello was done fighting himself. He would only fight his enemies from now on.

Matt slid his arm from behind Mello's shoulders and straightened his posture.

"I'm going to go get some hot chocolate, would you like some?"

One side of Mello's lips quirked up in a half smile.

"I'd like that." His eyes dropped to the floor, then shifted to Matt, "Thanks, man. Don't know what I'd do without you."

It was Matt's turn to half-smile "I could say the same about you."