Disclaimer: If you recognize it, I don't own it. That's pretty much everything.

Author's Note: I just saw Dead Poets Society for the first time yesterday. I'm in love. I had to write something, and this short little thing is all I got. Could be subtly slash, if that's you want (it's what I want) or, if you think that all Neil and Todd had was the curiously close friendship of two poetic souls, this works for that too.

"Mr. Anderson thinks that everything inside of him is worthless, and embarrassing."

Neil fixed his eyes on the back of Todd's head, imagining perfectly the look of uncomfortable resentment that would be slightly flushing his face right now.

"Isn't that right, Todd? Isn't that your worst fear?" Mr. Keating continued, and Neil found himself nodding imperceptibly, eyes still focused on the skin of Todd's neck as the latter looked away from their teacher, eyes rolling, humiliated. "Well, I think you're wrong. I think you have something inside of you that is worth a great deal."

So do I, and as Mr. Keating pulled Todd to the front of the room, making him "yawp" and spin and the other boys laughed and Todd babbled meaningless words and wonderful poetry, Neil watched, fascinated, and started to feel dizzy from never taking his eyes off Todd.

The sound of the classroom faded slightly and Neil heard Todd's voice louder than he could have possibly been speaking. He was drawn in by the beauty of the spontaneity, of poetry in the making, and held there by the fact that it was Todd, opening up for the first time, unguarded and raw for anyone who could appreciate it. Neil wondered if he and Mr. Keating were the only ones who did. He thought not, mentally acknowledging Knox and Charlie and Pittsy; but perhaps they were the only two who did so strongly.

Truth. Truth like a blanket that always leaves your feet cold. The other boys snickered, but Neil was intrigued. He had wondered about truth: the truth of himself, of Todd, of their friendship, of his father, of the other boys, of Welton, of life outside these walls forever. Now, being forced out in front of a high school poetry class, Neil heard more truth than he had ever pondered on his own. The truth would never be enough. Comfortless, meaningless. He watched Todd's mouth moving.

Todd opened his eyes, and silence. Then applause and cheering, whether for the poetry itself, the elimination of Todd's fears, what, Neil didn't know.

Todd smiled, beautiful and tentatively proud, and looked at Mr. Keating. Neil exhaled, letting out the breath he had been holding.