Based on when they're in Duelist Kingdom. When Yugi goes to see everyone at the pillars, and the other run off for their own adventure, I always wondered what Joey was doing. Sleeping of course, but I thought I'd make it more Puppyshipping like.

Restless.

That was the only word that could describe Joey Wheeler as he let out a huff and threw the sheets off his body. Pegasus's castle gave him the freaks, and no matter how hard he tried to shake it off and drift back to sleep, he just couldn't. This left him to lie staring at the ceiling all night and continue to kick his legs out on the rare occasion as he struggled to get comfortable in the incredibly soft bed.

Finally, after two hours of agonizing fidgeting, Joey threw off the covers to his bed and flung himself out, bouncing on the balls of his feet. With a miserable sigh, the blond trundled over to the window and pulled away the curtains before kneeling on the window seat and peering out the dark glass. Luckily none of the lights in his room were on so he could only just see his reflection, but he pushed his eyes into looking past himself and gazed down at the huge castle grounds. He couldn't help but imagine what it'd be like to wander around the gardens, past the fountains and sleeping birds. The sounds that radiated through the night would be soothing, and the smells of the flowers would be intoxicating.

With that in mind, he scurried away from the window and fished for his clothes and shoes along the dark ground, determined not to turn on a light in case he'd wake one of the sound of a creaking door made him freeze though, and he looked at his own just in time to see two shadows run past his room and a door open, followed by hushed voices. A small frown took over his face as he recognized his friends voices but he quickly shrugged it off. He was too busy worrying about himself than the others.

It took him a few minutes, but he was finally changed and ready to leave. As he quickly rearranged his bed he began to think about where to go. He'd looked around the palace grounds on his way to the sleeping quarters, but he couldn't remember anything too well, so he was screwed in the directions department. He turned around with a sigh, but froze when he heard footsteps once again, but this time three of them raced past his room. He waited with baited breath, wanting to see if it was anyone he should be weary about but was relived to see that no one was barging in his room. That was until another shadow raced past.

"What the hell…" he muttered, scratching his head at how odd it was. Maybe it was just Pegasus's guards making sure they weren't roaming around out of their rooms?

Quietly, he tiptoed over to the door and peeked out, knowing that Pegasus probably wouldn't approve of anyone being out of their rooms, but also knowing that if he didn't get out and do something he'd turn himself insane. So after a few quick glances, Joey was racing out of his room, down the corridor, and another and another before finally bursting through the doors that blocked him in the west wing… or was it east? Whichever one held the dormitories anyway, and into the garden he had been looking at only moments before.

"Hey you! What do you think you're doing!"

Joey's head perked up as someone was suddenly shouting at him, and his face paled when he recognized the guard Kemo (or Hair Guy, a rather affectionate nickname given by a very pissed off Joey) running towards him. It took him all of two seconds to realise the trouble he was in before Joey turned around and sprinted as fast as possible down one of the cobblestone paths that Pegasus was fond of. Thankful that he was still nimble on his feet, Joey moved quickly and avoided tripping on any of the raised stones he was racing across, but unfortunately the guards, more had been attracted by Kemo's shout, were not so luckily with their big, bulky bodies.

"Oi kid! Slow-" one of the led guards was cut off as he tripped and slammed to the ground, knocking out the guy in front of him and causing the two behind him to stumble and fall over him. Joey managed to bite back his laugh of amusement before quickly skidding towards a door, throwing it open and disappearing inside as Kemo followed, muttering about the incompetent fools behind him.

Knowing that if he didn't find a place to hide soon he'd be screwed, Joey turned down a few more forked corridors, before running down some stairs down the end of one particular gloomy hallway, but thinking nothing off it he continued to run.

Only to freeze when he hit the bottom, and realise that he'd just run into… into the castle dungeons.

Hearing shouts behind him, Joey quickly shook of the shock and flung himself towards a nearby cell, throwing it open and cowering inside in the shadows, knowing they shouldn't be able to spot him if he kept his head down. Luckily, pounding footsteps were heard running past the cell, then back past in a matter of minutes showing that he was officially alone now.

With a relieved sigh, Joey cautiously glanced up as well as stood to make his way over to the cell door. After confirming to himself he was indeed alone, he closed his eyes and turned around, using the cell doors poles for support as he sagged to the ground.

Only to cover his mouth and scream as he saw who was in front of him.

"K-Kaiba…?"

With shaky movements, Joey began to crawl forward across the stone floor towards the motionless body in front of him, his heart in his throat as he called the brunets name. When he received no reply, Joey cautiously reached out and touched the mans cheek.

Only to freak out as Seto's head snapped back and stared at him with soulless black eyes.

With a surprised yelp, Joey fell back and scrambled away with a whimper. It wasn't the fact that someone, more specifically Seto, who appeared unconscious really wasn't and was currently looking like the dead, but it was the fact that someone, more specifically Seto, had empty black eyes that simply reflected the blonds terrified expression.

It took a moment, but eventually Joey managed to calm his racing heart and sat on his knees in front of the hollow shell of the once living man, his eyes wide as he took in every detail. The dirty clothes, the expressionless face, the hair that hung dejectedly from his head, the paler than normal skin and the catatonic state he appeared to be in. It was all too much for Joey and he felt himself start to sway on the spot, feeling oddly woozy.

"Kaiba? Are you there?" He waved his hand in front of the brunets face, waiting for some sort of reaction, like a hand coming out to grab his and possibly tell him off for annoying him, but he got nothing. Nothing at all. And thats what scared him the most. He wriggled closer, nervous to touch him at first, but once the idea that maybe Seto would react again if he touched him implanted itself in his brain, his body was moving on its own accord.

"Oi, Kaiba? Talk to me," he practically whispered as he placed both hands on Seto's cheeks, lightly at first before firmly planting them and forcing Seto to look into his eyes, ignoring the chills that went down his spine at the black orbs. It was so weird, seeing eyes that weren't the usual deep blue on the brunet. When all he got was a blank stare, Joey sighed and began to pull away, wondering if he was either crazy or if maybe Seto was so far gone that he couldn't tell what was reality and what wasn't.

That stopped when he felt a hand gently settle on his own.

With a stunned gaze, Joey whirled around to look at the brunet and swore he saw a small flash of recognition in those cold eyes before seeing the pale hand resting on his. As first it scared him, terrified him in fact, but that flew away when he realised how much effort it must have taken to raise one hand, especially in the state he was in. Those black eyes trained back on him again, and Joey was surprised to feel Seto attempting to grip his hand and pull it down.

Deciding that fighting him wasn't worth anything, Joey reached out with his other hand and slid it over the pale one, gripping it tightly. Seto seemed to be thankful before moving his hand down, taking Joey's with him before stopping at his chest, placing their hands against it. Joey couldn't help but frown as he stared at where their hands were. Was Seto referencing to his heart? Was he hurt? What was up?

Their hands began to move again, and Joey got a small fright when Seto brought them up to his neck before trying to shove them down his shirt. Instantly he let go, and he saw a flash of despair in Seto's eyes as the pale hand dropped to the ground limp.

Then it clicked.

"Mokuba. You want to see your picture of him right?" Joey asked, knowing the answer and knowing that Seto couldn't reply even if he wanted too. Slowly, and nervously, he reached out and slipped his hand under Seto's shirt collar and fished around for the cord the locket was attached too. It took a few moments, but finally he pulled it out and flicked it open, smiling at the picture inside.

"He has one of you, doesn't he?" It was a rhetorical question, despite the curiosity in his voice, and without another moment he held up the photo for Seto to look at.

"T-Thank you… Joey…"

The blond froze when he heard those barely audible words come out of the brunets unmoving mouth, and he had to blink a few times to make sure he wasn't imagining that Seto's eyes were a dull blue instead of black, showing he was, if anything, slightly out of his daze.

"Kaiba? Are you there?" The blond jumped forward even closer and grabbed the pale cheeks, allowing the necklace to smack back against the brunet's chest. "Are you? Look, we need to get you out of here."

He had no idea where that'd come from, but as he thought about it, it was true. Seto looked like absolute crap, and staying in this dark dingy hole wasn't helping at all. He watched as pale eyelids closed in a very slow blink before Seto was giving what could be assumed as a small smile.

"No. Mokuba-"

"We'll get Mokuba out of here as well. Just come on, find the strength. I'll get you out of here, I promise."

"Why?"

The blond stopped short, wondering what the answer to that question was himself before he shook his head.

"Because this isn't right."

Seto smiled again, before doing the slow blink that made Joey's heart jump into his throat.

"Can't."

Joey was surprised to feel tears prick his cheeks and his hands were tempted to tighten into fists, but he fought down the urge. Seeing Seto, the Great Seto Kaiba, reduced to this was taking its toll on him, and he knew inside that he couldn't get the guy out. There was no way. Not with guards climbing around, and he had to think about his sister and getting the prize money, not to mention what his friends would think if he ran off and what might happen if he wasn't around to help get rid of that silver haired bimbo trolloping around and stealing people's souls.

With a upset cry, Joey pressed his forehead against Seto's, squeezing his eyes shut before opening them to stare intensely into the dull blue.

"I will find someway to get you out of here. I know we're not friends, but I promise to get you out of here."

He saw the doubtfulness in Seto's eyes, but he forced it aside, making sure to just keep looking as if it would get through to the brunet. Seto looked back as well, the eye contact between the two never waning for the full minute before Joey watched as the dull blue began to fade back to black.

Not wanting Seto to go back to the cold place he probably was heading too, Joey pressed his lips to Seto's own, not ripping his eyes away for the whole duration of the kiss. There was no real emotion behind the action, no love or inner passion, just pure desperation on the blond's part. He saw Seto's eyes widen for a moment, before he felt a small bit of pressure back on his mouth as he returned the kiss, his eyes falling half lidded.

And then all blue was gone.

Joey pulled away from the empty shell, his heart pounding in his chest as tears made their way down his cheek. He didn't like seeing Seto Kaiba like this, it was unnatural.

After closing the locket and placing another kiss to Seto's forehead, Joey turned and slipped out of the cell, his head bowed as he walked back to his room. Alone