Author note: I do not own Count Cain: Godchild. Nor do I own the song 'The Beauty Underneath' from the musical 'Love Never Dies' by Andrew Lloyd Webber that heavily inspired this fic, as well as a lot of songs by the band Dream Theater which I also don't own.

The idea came up after listening to the songs mentioned, as well as remembering that Gladstone had a sort-of obsession with anything beautiful, including people...what if that was taken to the extreme?

Warning: AU, some violence

Constructive Criticism would be great, and I hope that you read, review and enjoy! Thanks! XD

The Beauty Underneath

Leroy ventured down the stairs, before he paused for a moment.

He hadn't gone this far into the sewers before. He wasn't sure if it was even a good idea. Something about it all was off. As far as he knew anyone who had gone too deep into the sewers never came out. No one knew why-they all made up trivial reasons why. Some said there was a beast lingering there, ready to pluck the meat off the bones of any unfortunate that happened to end up there. Others claimed that drug dealers did all their meetings, and they didn't want little children-or anyone else for that matter-interfering with their plans.

Then again...what else had to lose? He was poor—too poor to have a place to live in. His mother was dead—she drank too much, that foolish woman—and his sister, Yuna, was dead as well from illness. He was the only one left, really. He pick-pocketed and stole to stay alive. If he was going to end up getting killed by going deeper into the sewers, he might as well go down there. No one cared for garbage like him, anyway. They wouldn't mourn his passing, not for one second.

He took a deep breath, before he continued to venture down the stairway. He'd found it after he pushed a hidden switch in the wall earlier-and then the stairs appeared. He couldn't just ignore that, could he? Hence going down there. Hence the idea of nothing to lose-he really had nothing else to lose besides his own life, really...

To his surprise, the corridor below was dark at first...but then, as if someone had hit another switch, one torch lit up to his left. And then another to his right. And then further on, down the hallway.

Leroy held a breath as the lights flickered slowly to life, illuminating the now-glistening cobwebs that hung from the ceiling corners. He paused, before he started to walk down the hallway. There was no sound as he continued his journey, except for his ragged breathing, the flickering flames, and the echoes of his own footsteps.

He shivered, wrapping his arms about himself. Despite the heat of the flames emanating left and right, it was still so cold, and he wondered who could easily survive a week down here. It was colder than the rest of the sewers above where he lived. Perhaps he was completely underground now, and the sewers were even more aboveground than this place he was sending himself towards? He shivered again, the grip on his own arms getting tighter. He certainly didn't wish to think of that, of the possibility that he was so far underground that he could chip into a wall, and eventually find a coffin containing a corpse. No, he didn't wish to think of it.

The sound of a voice, a quiet voice, started to resound from further ahead. Leroy looked up as he heard the voice, doing his best to listen. It was a masculine one, a dark, sensual tone to it as the music soaring through its words came to life in his ears. It was unlike anything he'd heard from the musicians singing about in the streets-no, this was more refined, more...

To be completely honest, he was lost for words.

"Excuse me, but how did you manage to get all the way here?"

A feminine, gentle voice appeared from nowhere, and he turned to see a woman, no older than early twenties as he guessed, standing there in front of him. She was a beautiful woman-Leroy had to admit that in his head-and he had the good impression that she wasn't wearing makeup, like other noblewomen did. She wore a dress of light blue, patched up a bit at the skirt part of the dress, as he noticed. She had the aura of someone wealthy-someone of money-but the patched-up dress told a different story.

"Uh-er-" He stammered, trying to put out a good explanation.

The woman shook her head, cutting him off. "Well, I'm sure it doesn't matter too much. Are you lost...?"

Leroy thought about it for a moment, studying her carefully. She was concerned for him-that alone was obvious in her expression and her voice, and body language too. Well...it wouldn't hurt to tell her the truth.

"I guess you could say I am, Miss...um..."

"Meridianna." The woman cut in, smiling at him a bit. "I don't think Cassandra would mind if you dropped in. He's always looking for someone to appreciate the music he creates. I think he might like you, actually, but we'll see." She extended a hand towards him. "Do you want to see him?"

Leroy hesitated again. He? Cassandra, a he? Wasn't that a girls' name...? Leroy glanced from behind him, but he reassured himself that if he got into any danger, well, he knew the way out of this place. Nodding once, he took her hand in his smaller one. As the two continued down the torch-lit path, Leroy spoke up again.

"Is Cassandra the one singing?"

Meridianna nodded quietly. "Yes, it's him. Do you like it?"

Leroy nodded once, before speaking. "It's different, but I like it..."

The sound of a violin pierced the air, joining Cassandra's voice in harmony. The duet of the two sounds soared through the boy's ears, and he closed his eyes, allowing the music to cloud his senses. The music was lovely as it was-just music-but Leroy felt that it held something darker, more passionate...he just couldn't figure out where that was coming from. Was it the music itself, how it was composed? Or was it because of the people performing the music? It was hard to tell.

"Cassandra?" Leroy jerked to his attention as soon as he realized he was in Cassandra's presence, and that the music was gone, replaced by Meridianna speaking. "I've found someone I think you'd like to meet. He found his way down here somehow..."

"Oh?" A deep voice, obviously masculine, spoke up. "Is that so...?"

Leroy looked up to see an older man rise from his seat at a piano, greasy brown locks of hair obscuring his face from view. He wore a crisp, white shirt underneath a plain black waistcoat. Black trousers and shoes matched, but the one thing that completed his look-a white mask obscuring half his face-was the article of clothing that Leroy paid the most attention to in the man's appearance. Amber eyes slowly bore into Leroy's own pair, and the masked man looked about his early-to-mid thirties.

Leroy froze on the spot. Yes, he'd heard of masquerades, but someone dressed as fine as him being in the depths of the sewers of all places just seemed...extremely off, in many ways. Was the man a nobleman? Noblemen wouldn't be running around in the streets or sewers, they would be in their upper-class mansions, hosting parties and gossiping with one another. But if he was here...he couldn't be a nobleman. Or maybe the man was a nobleman, once upon a time. Leroy couldn't figure it out for sure.

He looked up again to see the older man walk over to him quietly, slowly, before getting onto a knee to face him properly.

"Tell me, boy," The older man whispered softly, amber eyes still gazing into Leroy's own, "What is your name?"

Leroy had to suppress the urge to back away. There was something about this man that gave him shivers. Was it the mask? Perhaps...but he could sense a danger about this man, a suppressed danger that was ravenous enough to try to get out of its cage. For now, though, it didn't look like he would do any harm...for now, that is. He wasn't sure about what could happen later on.

"L-Leroy," The boy managed. "My name is Leroy."

The older man merely smiled.

"A pleasure to meet you." He simpered, still keeping that eerie smile of his. "My name is...Cassandra Gladstone."

And that was the beginning of a story between none other than a young boy and a madman.

Leroy practiced scales quietly on the piano, not wishing to wake anyone else. Using his foot to hold down the damper pedal, one could only hear the piano if they listened so carefully and didn't breathe a word.

He had been getting up early in the morning to practice the piano, which was the one musical thing he managed to have some sort of talent for. Apparently Gladstone had quite the liking towards music, and Leroy didn't want to let him down, especially if he was going to be staying with him, Meridianna and Owl. He figured it was only fair-if he was going to stay, he should do whoever owned the place a favor, stay out of trouble...and that was what he did. Trying to make himself useful to help others was quite a virtue, especially down here. It often reaped some rewards-Cassandra showing him a new piece to learn, or perhaps ordering Owl to go buy some Turkish Delight-those sweets were ones Leroy found himself enjoying the most. The older man, could be a bit dark in nature, but there was a lighter side to him that could be seen, something that seemed to be a part of his real self.

The White Owl was quite an odd fellow. Unlike Meridianna, who was kind and patient, and unlike Cassandra, who was so involved in his own little world of music and art, he had a thing for riddles and confusing people. Leroy had only tried to talk with him a few times-after the third attempt, he gave up completely. However, the Owl did play a mean violin, and Leroy liked that part of him-he seemed most peaceful when he was playing violin...most peaceful and sane, that is. It made Leroy wonder what sort of things the Owl had went through to become like this-was he always so eccentric, or did something influence him so heavily to become this way?

Meridianna could sing, and Leroy knew too well from listening that she and Gladstone's voices just blended so well together into this harmony he couldn't describe. He also found her to be nice, too. Maybe, after a while of living in this place with her, she was the mother that he never truly had until now. She was so patient, kind...caring...and not an alcoholic like his late biological mother had been. Leroy thought, maybe, that despite Gladstone and Owl being oddballs and such, this could be home for him.

Little did he know that behind the beautiful, artful world laid something ugly.

The boy woke up, quite early in the morning. Leroy had no idea what time it was-perhaps it was around one or two o'clock in the morning? He didn't know for sure.

What he did know for sure was that he was definitely hearing screams.

Leroy hesitated, unsure of what to do. Should he stay in his room? Or should he go and investigate?

Curiosity got the better of him. He decided to see what was going on. Getting out of bed, he slowly tip-toed down out of his room, looking around.

"Let us go!" A man's voice was screaming, crying painfully as the sharp crack resounded in the air. "L-let me go! I swear, I was only hired-"

"Hired to bomb the Crimone Gardens, cur?" The voice was unmistakably Gladstone's own, an ugly snarl towards whoever the other was. "You pathetic Belk Boys...you ruin me, I ruin you..."

"Y-you!" Another voice shouted. "I know who you are, you bugger! You're-"

Gunshots resounded through the hallway, before a few sickening thuds followed. Leroy heard Gladstone let out a breath, before speaking again.

"Owl, dispose of the bodies."

Leroy rushed down the hallway. What was this? What was this? Leroy had never thought of Gladstone being capable of murder-yes, he had seen unnerving at first, maybe even menacing, but there was a lighter side to him that appreciated all forms of beauty-not just the parts of beauty appreciated by society, but the darker parts shunned by said society as well. He couldn't be doing this-he just couldn't-

As soon as he caught sight of blood pooling on the ground in front of him, he knew that Gladstone was as capable of murder as anyone else. The masked guardian held a gun in his hand, a bit of smoke rising from the barrel of the gun before Gladstone held the barrel of the gun to his lips, blowing over it quietly. He didn't notice Leroy, still speaking to Owl, who was now dragging one of the corpses towards a nearby cart.

"Where do you think I should hide them? Strewing them about in the sewers is starting to get a bit too obvious." Owl spoke up, holding up one of the bloody corpses' arms.

Gladstone let out a sigh. "Then chop up the bodies and feed them to stray dogs, throw any leftovers into acid. I don't care what you do with them after they're dead, Owl, just make sure you dispose of them somehow so that no one is going to discover them and cause a gigantic fuss to make the Scotland Yard investigate."

"Fine, alright..."

Leroy felt himself start to sneeze, his nostrils teased by the dusty yet damp air, and he tried his hardest to stifle it.

He failed.

Just as he sneezed, Gladstone's head snapped towards his direction. A growl rose in his throat, his eyes locked on the younger boy so that he couldn't look away.

"Leroy."

His name came out in a hiss. Leroy didn't say anything, but just stood there, staring at Cassandra as if expecting an order.

Gladstone made a gesture with his hand for Leroy to come over, and the boy obeyed, making stiff but quick steps towards him, knowing that there was no way of getting out of this easily.

Cassandra grabbed Leroy by the chin, pushing it upwards so that amber eyes bore into the younger boy's own. Neither of them said a thing for a moment, and then Gladstone broke the silence.

"You will not mention a word of this to anyone." He started. His voice was rough, losing all its smoothness from when they first met. "You will not betray me or run away like some cowardly bugger, boy. Do you understand?"

All Leroy could do was nod, and sputter a "Yes, sir," in response.

But as he went to bed that night he couldn't help but realize that there truly was something ugly behind the wonderful music, the masks, the eccentric yet beautiful people he had company with.

That ugly thing was Gladstone.

And Leroy swore to himself that he'd find out why Cassandra Gladstone was so ugly.

Author note: As it's been a while since I've written any Count Cain: Godchild fanfiction, it would be really nice if any of you readers could drop a review telling me if characterization was okay...*sweatdrop* I do hope you enjoyed reading this fic! Thanks! XD