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AN: Tis AU. yes AU .. ain't most my fics AU?

Thirteen: Yes because YOU can't keep inside YGO's plot line! Har har!

*Glares* Shut up! Well any way I don't own YGO and this pairing I 'THINK' Is a rare one but after I saw a pic I find it cute! Not as cute as Ryou X Joey tho! That's just Awwwwwww lol ^^ plz RnR and note this fic is after D.Kingdom.

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The dock in Domino city was always a peaceful place at night. No one bothered to go there when the sun had sank from the sky and the moon had risen to clam the attention of all those who saw it and cast it's pale glow on the water. The water showed soft ripples caused from the wind dancing on it lightly.

It was 10.30 and most people had gone home to sleep or just be away from the calm yet unsettling feeling the dock's gave off. No sound could he heard other then the water slowly meeting the wall at the bottom making a tranquil 'slosh' noise.

It was a nice night despite the chill that had suddenly crept up from the water and onto the edge. Not every one was asleep or safe at home away from the enchanting water. A figure could be seen, the pale moonlight shone on his face making his purple bangs look pale along with his skin tone.

Rex sighed and leaned on the rails that stopped people from falling into the water. He rested his chin and folded arms as he looked over the water and at the shimmering reflections of the moon and the stars.

He had a lot to think about so many things had happened to him in the last year or so. He had changed both as a person and a duellist, he remembered when he started off he had such over confidence in himself as a duellist but knew he lacked something as a person.

He frowned as thoughts of the day ran through his head, he could not believe that little worm Espa had beaten him! Cheating or no cheating, it still made Rex feel worthless after all he lost a very rare and good card but not only that it was his favourite next to the one he lost to Joey ages ago.

Out already due to cheating!

"Hay sup man?"

"Huh?" Rex spun around.

"Oh its you Wheeler" Rex sighed and turned to look over the water once more.

"Hay no need to be like that eh?" Joey shivered a little as he pulled his jacket on and went to lean on the railing and watched the stars.

"Listen, don't be beating yerself up over the whole Roba thing, you're a great duellist he just cheated" Joey said softly not looking away from the sky as he smiled.

"If I was a great duellist then why have I been losing duel after duel?" Rex snorted.

"Oh come on every one has their bad times" Joey looked over to Rex who frowned at the scenery in front of them.

"I guess all my times are bad then huh?" Rex growled a little.

"I ain't gonna lie to yas, if you was a better person you'd be a better duellist, but today really wasn't your fault Rex"

"Thanks. I think.."

Rex watched Joey carefully and realised that Joey was the sorta person he had always wanted as a friend but had always refused himself any other friend apart from Weevil, probably because he and Weevil had similar goals? He wasn't sure anymore.

"You know what else Raptor?" Joey asked.

"What?"

"You ain't that bad any more, last time we duelled you were so mean and egotistical, but now I seen yas changed maybe Duellist Kingdom's defeat helped you grow a personality?" Joey chuckled a little at his won words.

"Thanks for warning me about Espa even if I didn't listen to yas"

"It's ok"

Rex smiled a little since no one had been this nice to him in a long time. Most other duellists feared him to some extent from rumours mostly that had circulated through a few handy liars. He tried to shake that off as he and Joey talked as if they were. friends?

"Your not too bad yourself Wheeler" Rex smirked.

"Thanks, but don't get to cocky I ain't dying to join your fan club"

"You'd be the only one in it if you did" Rex shook his head.

"Really? I thought you and Weevil were friends.. Maybe more?" The blond blinked a little.

"Were friends. if you use the term 'friend' loosely.. But as they say 'Friend is Fiend without the R'" Rex leaned his right arm on the railings and faced the taller teen.

"Heheh I see, and what about the 'maybe more'" Joey raised an eyebrow as the brunet tried to hide the faint blush that was on his cheeks.

"We dated for awhile but.. It just didn't work out"

"If yas ask me you deserve better then bug boy any way 'cus from this little conversation it seems you're a real person under that 'I'm a big touch duelling jerk' front"

"Oh you sure know how to make a guy feel loved" Rex crossed his arms over his chest.

"Awww ya knows I didn't mean it likes that" Joey smirked.

"Yeah I know.. I think"

Rex's expressions softened he now knew Joey was one of the few kind people he'd ever met in the world of duelling and maybe just maybe he could hang on to his last desperate plead for a real friend. Joey brushed himself down and clapped his hands together.

"Phew what a day!" He yawned a little.

"Tell me about it" he rolled his eyes and adjusted his hat.

"I been wondering what you've been hiding under that hat of yours" Joey grinned slyly and moved closer to Rex.

"Nothing apart from hair!" Rex squeaked and put his hands on his hat.

"You don't mind me having a look then do yas?" Joey beamed a playful grin and snatched Rex's hat.

"Yonk!"

"Hay!" Rex pouted and jumped up as Joey waved the hat around.

Joey held his hat in air and waved it away from the smaller teen, he stared at Rex with a reflective look on his face.

"You look a lot cutter with your hat off.." Joey realised what he had said and blushed deeply as Rex blinked in surprise.

"I mean you look BETTER without it.." He tried to cover up.

"Um thanks" Rex felt the same blush that Joey was showing on his cheeks.

Rex took this moment to jump up and catch the hat in his right hand, Joey smirked and pulled Rex closer to him before wrapping an arm around the smaller boys waist. Rex eeped a little as Joey put both arms around him and leaned down to him.

"You know Rex, your also quite cute" Joey purred into his ear.

Rex felt strangely safe and comfortable in the blondes arms and he wasn't about to change any thing about it either. Joey ran a hand through Rex's messy long hair and smiled Rex seemed to relax and lean into him and rest his head on his chest.

"Can.. Can we hang out more often? And be like friends or maybe.More?" Rex's tone was nervous, something he wasn't very often and this caused Joey to grin.

"Sure"

"Thanks.."

"I think we should go now though" Joey sighed and put the red hat back on it's owner but pulled it over his face in a playful manner.

"Hay!" Rex protested and adjusted his hat where it normally sat on his head.

He was going to rant on but was silenced as he felt Joey's lips meet his own. He closed his eyes and let Joey continue to kiss him softly, he resisted the urge to pout as the taller teen pulled away.

"Same place and time tomorrow night?" Joey asked.

"Yes"

Joey nodded and ran off leaving Rex dazed and finally feeling he was worth something.

~ The End ~