Title: Memories
Rated: PG
Spoilers: None that I know of.
Notes: AU, angst, character death.
Summary: In a world not so different from the one shown in One Piece, Usopp is 'recruited' by the World Government and sent to work aboard the Marine ship 'Endless Watchman'.

A/N: I appreciate constructive criticism, so if you liked it or didn't like it or think there was something I could've done better I want to hear it!

Usopp cursed as the wrench dropped from his lax fingers, the clang of metal on metal startling him from his half-asleep state. Groaning, he picked it up, idly noticing the way his hand trembled. When was the last time he had slept? He didn't think he'd fallen asleep since it happened. How long had he been awake then? The long-nosed man couldn't tell. It was too easy to lose track of time in the bowels of this hulking ship where the light of day never reached.

At least he had eaten recently. Well, maybe not recently. But he had eaten at some point after it had happened. He could remember Sanji cornering him in the engine room with a plate of food and a scowl. The man had forced him to eat despite Usopp's protests that he wasn't hungry.

"Do you think he would have wanted you to do this?" the blond chef had snarled at him. "To bury yourself in your work and let yourself waste away?"

Usopp had flinched at the comment, and he had eaten.

As though awakened by the thought of food the dark-haired man's stomach growled. Maybe it hadn't been so recently that he last ate. Whatever, he had work to do. He had to keep working, because if he stopped working then he'd remember, and the last thing he wanted to do was remember. So he had been working almost non-stop since it happened, however long ago it had been, without sleeping or eating or bathing… It wasn't like he'd run out of work. On a ship like this there was always something to fix, or check, or a person whose shift he could trade for…

He was getting very tired now, though, and slowly Usopp's thoughts began drifting as he worked…

"Welcome to the Pit," the old man greeted him. "This here is heart of the Endless Watchman. Engine, boiler, generator, it's all here, and it's your job to help look after it, along with all the other poor saps who got 'recruited' by the World Government."

Usopp stared grimly down at the interior of the Endless Watchman, all dimly lit catwalks and grimy pipes. The people he could see working weren't much cleaner.

"I know it's not much to look at, but you'll get used to it." The man grinned spitefully. "Or at least you better, since you'll be here for the rest of your natural life."

The old man led him down a dark hallway and stopped in front of a door, banging a fist against the bulkhead. "This here's your room. You'll be bunking with another lad by the name of Monkey D. Luffy. Just to warn you, he's one of… those types."

"Those types?" the long-nosed youth questioned.

"A Fruit-eater. Ate the rubber fruit apparently, left him pretty indestructible," the old man told him. "It's why they keep him around, to take care of the really hazardous jobs."

Usopp blinked, awed and somewhat nervous. "I've never met anyone who's eaten a Devil's Fruit. I'll really be bunking with one?"

"Aw, don't worry. Luffy's friendly as they come." The man's vision moved to focus on something over Usopp's shoulder. "Speak of the devil! Luffy, this here's your new roommate."

The long-nosed man squeaked and quickly spun around to meet… a gangly boy in a straw hat. The boy grinned cheerfully at him and held out a hand. "Hi, I'm Monkey D. Luffy!"

Usopp took the offered hand, "Ah… I'm Usopp."

"Nice to meet you! It's been awhile since I had a roommate," the boy said, eyes twinkling. "I'm sure we'll be great friends."

The curly-haired youth nodded slowly, and with those bright eyes and wide grin directed at him, suddenly the future didn't seem so dim.

Usopp jolted awake and rubbed his eyes sleepily. At least he would have if he weren't wearing goggles. Instead his knuckles just gave the goggles a good scrub. It was probably a good thing too, or he would have ended up grinding soot into his eyeballs. That was never pleasant.

"Luffy," he muttered to himself. "Smiling from the day I met you."

He'd asked the boy about that once, how he could be so happy in such a dreary place under such hopeless circumstances.

"It's not so bad," the boy had answered, grinning still wider. "I'm gonna escape from here some day and become the Pirate King. I'll get a ship and a crew and we'll have adventures and fight the World Government."

Then the boy had given him a searching look and said, "You're coming with me, right?"

Usopp had been startled by the offer. "Who m-me?"

"Of course you!" Luffy had said, throwing an arm over Usopp's shoulders. "You're my friend, so you have to come with me. Right?"

The long-nosed youth had thought for a moment, before grinning back at his friend. "Of course! The Great Captain Usopp is ready for any adventure!"

Usopp flinched at his memories. "We were supposed to escape together and become pirates, Luffy. Why couldn't you remember that? It was going to be you, me and Sanji."

Sanji… he remembered meeting Sanji, the crazy cook.

"Usopp," Luffy said, shaking his friend. "Usopp!"

The curly-haired youth groaned and rolled over, trying to ignore the boy. "G'way," he mumbled. "I'm trying t'sleep."

"C'mon, Usopp," the Fruit-eater pressed. "I'm hungry. We're gonna go see Sanji."

"Sanji? Who's Sanji?"

"He's my friend!" Luffy said with a grin, forcibly pulling his friend to his feet and helping him dress. "Come on!"

Usopp found himself being dragged down the corridors, into the worker's mess, and then up into areas he'd never been before. "Oy," he hissed, "Oy, Luffy! We're not supposed to be here! We'll get in trouble."

Luffy answered with a grin and a whisper, "Don't worry! I do this all the time."

After a few close encounters with patrolling guards the pair found themselves in a kitchen. The straw-hat toting youth immediately let go of his roommate to head for the refrigerators. Glancing around cautiously, he reached out to open one of them… only to have a heavy boot come smashing down on his hand.

Usopp freaked out and almost screamed out loud, thinking them caught, but a rubbery hand clasped itself over his mouth, muffling any noises that sought to exit. Blinking, Usopp could only stare at Luffy, one arm stretching across the meters between them, the other pinned beneath the foot of a long-legged blond man with an unusually curly eyebrow.

"Usopp, this is Sanji," Luffy told him. "Sanji, this is Usopp!"

"Yo," the man answered, rubbing idly at his bottom lip. He lifted he boot from Luffy's hand and gestured over his shoulder. "Officers' leftovers are over there."

The curly-haired youth couldn't help the grin that twitched at the corners of his mouth. They had risked getting in serious trouble so many times, sneaking up to the kitchens. Not just he and Luffy, but Sanji as well for letting them sneak extra food. Those were good times. Were good times.

Usopp fought back the ache in his chest and packed up his tools. He was done here, time to move on to the next task. Hurrying down the catwalk he counted his steps to distract himself, giving half-hearted greetings to the workers he passed by and ignoring the oppressive stares of the guards.

Snippets of conversation reached his ears now and then but he wasn't paying attention to any of it until… "-tell me that story again, you know the one about…" He almost gasped as another memory forced itself upon him.

"Tell me a story, Usopp."

The request was a common one, and not unexpected as the two boys lay on their beds. Well, 'beds' was putting it nicely. More like a pair of worn out futons that barely fit side-by-side in the boys' small room.

"Not right now, Luffy, I'm tired."

"Aw please?"

Usopp knew he shouldn't have looked, but look he did and so was met with Luffy's pleading face. The long-nosed youth gave himself a mental smack as his defensive caved against the adorable look.

"Alright," he said, with a sigh. "Once upon a time there was a princess, who was one of the most beautiful and kind princesses that ever lived. But the princess was sad, because her father had gone away to talk to the Evil Empire and had never come home. In her sorrow the princess grew ill and her subjects grew worried.

"A plea was sent out across the land, for someone to come and cheer the princess up. People came from all around to try and make the princess happy, but none of them could.

"Then one day, a lowly peasant boy saw the princess crying in her window and he could not bear to see her so sad. So the boy scaled the castle walls and told the princess a story. And lo! The princes did laugh. Day after day the boy would come and tell stories to the princess until she was healthy once again. The end."

Luffy looked satisfied for a moment then asked, "What happened to the princess and the peasant boy?"

For a long while Usopp was silent. When he began to speak again his voice was choked with tears. "The Evil Empire came one day and attacked the princess' town. They burned her and her castle and took the peasant boy away and made him into a slave."

The usually cheery boy frowned. "That's not a very good ending to a story."

"No," Usopp answered in a whisper, staring blankly up at the ceiling. He heard Luffy shift, and then a warm arm was tossed across his chest, his friend's face pressing into his shoulder.

"I have a better ending," Luffy said. "The peasant boy was actually a great pirate captain, and when the Evil Empire came he fought them off with his ten thousand men and saved the princess."

The corners of Usopp's mouth twitched, and he brought up his arm to hug Luffy close. "Yeah, that is a better ending."

"Boy. Boy!" The voice pierced through the memories, forcing Usopp back to awareness. Guiltily, he stared up a Marco, the man in charge of all the workers in the Pit. The man shook his head. "You're out of if, boy."

"Ah! I'm very sorry, sir. I was just on my way to the boiler room, I'll get on that right away."

"Oh no you won't," Marco growled, a heavy hand falling onto Usopp's shoulder. "I've heard that you haven't slept in days, haven't eaten much either. I won't have any of my workers touching this ship in that condition. When you get tired you make mistakes. I will not tolerate mistakes."

"I'm fine, sir. I-"

"I don't want to hear it. We have shifts for a reason, and yours is over. Go rest, and I better damn well see you in the mess for supper."

Marco gave him a look that brooked no argument, and Usopp sighed in resignation. "Yes sir."

He sat alone in the room he had shared with Luffy, staring at the unoccupied futon next to him. He didn't want to remember, he wouldn't remember, he couldn't… but without anything to distract him and sleep pulling at his mind he couldn't stop the memories from coming.

"Luffy, I did something stupid."

The shorthaired boy looked up as his friend dashed up to him, looking nervous. "Something stupid?"

"Something really stupid that I really shouldn't have done," Usopp said, his voice taking on a ramble quality. "It's just I was mad at the World Government, really angry and well why wouldn't I be? But I was working on the engine and I was mad and I did something really stupid."

Luffy wasn't smiling anymore. "What did you do?"

As if in answer the regular drone of the engines chugged once, twice and was silent. The boys' ears rang with the sudden lack of familiar noise and they could almost feel the ship coasting to a stop. Usopp was trembling now.

"Stupidstupidstupidstupid," he mumbled to himself. "They're going to kill me. They're going to find out and kill me."

Luffy's only answer was to plop his ever-present straw hat onto the head of his friend and give him a wide grin. "Ah, don't worry, Usopp. You'll be fine."

But things seemed far from fine when all the workers were rounded up at the entrance of the Pit, an officer glaring down at them in disgust.

"Who?" the man bellowed. "Who is responsible for this?"

Marco stepped up to the officer, offering him a clipboard. The man read over whatever was written on the clipboard before holding it up. "The following people were working on the engines at the time of this incident. When I read out your name you will step forward."

Usopp forced himself not to shake as he was called forward along with three others. The officer began to pace in front of them, staring intently. "One of you is responsible. Who is it? Which one of you allowed the engines of the Endless Watchman to fail? Or perhaps it is which one of you worms caused the engines to fail?"

None of the four suspects spoke and the officer's scowl deepened. "One of you will step forward and confess or I will have the information whipped out of you. Now who was it?!"

Still no one spoke. Usopp's throat was tight with fear and he didn't think he could've confessed even if he had wanted to. The officer looked over each of them carefully before pointing at the long-nosed youth. "You, you will be first. Guards, restrain him."

"W-wait!" he shouted as two men stepped forward to grab his arms.

Then someone was stepping past him and addressing the officer. "Excuse me sir," Luffy said. "But I think it was my fault."

Silence gripped the room as all attention turned to the young man who had eaten a Devil's fruit. The officer stared down at the boy as though he were some sort of particularly nasty bug. "Your fault?"

"Ah, you see, I was going to visit my friend who was working on the engines and I tripped and I think I broke something." Luffy grinned sheepishly and rubbed the back of his head. "Sorry."

For a moment the officer didn't seem to believe the boy's tale, but then he smirked and turned away. "Everyone back to work! I want this ship moving in half an hour and no later! Guards, bring the boy."

Usopp's throat finally loosened as the guards took a hold of his friend and began to lead him after the officer. "Luffy!" he called desperately, "Luffy!"

All he got in answer was a grin, casually tossed over the boy's shoulder.

Usopp curled in on his self, hands grasping at his head. "No! I don't want to see it! I can't see it, not again!"

The more he tried to fight the memory, the closer it came to the surface until finally it too washed over.

Usopp pushed his way through the crowd, trying to make it to the front. He was squinting, no longer used to the bright light of the sun. This was to be a public event, for everyone on the ship and so it was being held on deck where the most people could be fit in one area. He thought he had caught a glimpse of Sanji, but that wasn't important right now.

He burst through the front of the crowd of workers, his fall stopped by guards pressing him back against the wall of people. He ignoring the push of the guards and the crowd, all his attention was reserved for one person.

"Luffy," he said, voice hushed.

The boy was kneeling on a small podium, flanked by spear-bearing guards. As if he had heard Usopp say his name, Luffy's head lifted eyes searching out and meeting those of his friend. A grin stretched his face, as wide as ever, though perhaps a little sad.

The ship's captain had begun to speak but Usopp heard none of it, he could only concentrate on Luffy and the words he was mouthing.

'Sorry everyone. I'm dead.'

Then the spears came down.

Usopp trembled at the memory, tears stinging his eyes, and for the first time since Luffy had died he remembered and he cried. "Luffy," he sobbed, "Luffy, I so sorry! This is all my fault. If I hadn't been stupid you would still be alive! We were going to be pirates together…"

Eventually his crying slowed, and Usopp's breathing evened out. Finally his mind gave over to much-needed sleep.

"You should be happier, Usopp!" Luffy said, tackling his friend with a hug.

Toppling to the ground under the other boy's weight, Usopp tugged at his roommate's unnaturally elastic face in retaliation. "Happier?"

"Yeah! Like me," the shorthaired boy said, smiling regardless of facial stretching. "It isn't easy being the only happy person around here. If it weren't for me everyone would be sad all the time."

"What's so wrong with being sad? It's not as if we're living in happy times."

Luffy sat up, frowning down at his friend. "Because if you're sad all the time then you're not really living any more. Do you really want to stop living?"

Usopp blinked awake. 'Do you really want to stop living?' his friend had asked him once, and now he asked it of himself. It hurt now with Luffy gone, but Luffy had wanted him to be happy. Would his friend have wanted him to mourn him like this?

"Of course not," the long-nosed boy snapped at himself. "He wouldn't want you to be sad, even if it was because he- he died."

His gaze was drawn to the shabby straw hat that sat on Luffy's abandoned bed, the same hat that he had placed up Usopp's head before he had given up his life for his friend. "You'd decided hadn't you? Even before that officer came you'd already decided to take the fall for me."

He sniffed, and picked up the old hat. "You were such a good friend, Luffy. I'll try to show that I'm worthy of your friendship."

When the bell for supper rang, Usopp tied the hat around his neck and set out for the mess hall. Gathering his tray of worker-quality food – shabby compared to the officers' leftovers he and Luffy had snuck from the kitchen – he looked around. His gaze settled upon a pair of newer 'recruits' and he moved to sit with them.

Ignoring their wary looks, the long-nosed youth began to eat his food. Once his companions had relaxed and returned to their own meals, he spoke up. "You know, when I was five I fought with a giant southern goldfish…"