Summary: Fate leads two restless souls outside to watch the stars, where they learn some lessons about life, and about love.

Author's Notes: There's nothing really fluffy here, just tiny, tiny hints (I'm joking). The story is set during the Battle City tournament, before Marik banished Mai into the Shadow Realms. There are no lemons (see rating) and that's about all I have to say.

Count the Stars

By: Nakamura Michiyo

Kaiba pushed himself away from the table and leaned against his chair, staring at the ceiling. His eyes wandered to the clock that hung on the wall, and both hands were pointed at twelve. He sighed. He was tired, yet he couldn't seem to fall asleep. Kaiba looked at the door. Maybe a little fresh air will do him good.

He looked at the night sky above the blimp, and it was filled with twinkling stars. The dueling arena looked desolate, empty in the evening, the place where many hearts, including his, entrusted their dreams, only to realize that they will never come true. A cold breeze swept through his clothes, and he began to regret his decision to stay there. He turned back to go down when his eye caught something move beside him.

"Who's there?" Kaiba said, narrowing his eyes.

"Easy" someone said softly. "It's just me."

He turned to see large violet eyes looking at him, her figure wrapped in a white blanket.

"What are you doing here?" Kaiba said roughly.

"Hmm?" she tilted her head, her eyes never leaving him. "Counting the stars."

"The stars?" Kaiba said. "But there are millions, possibly even billions of them."

She laughed, the sound ringing through the night, and it reminded him of twinkling bells. "Not those stars, silly."

She sat down the edge of the blimp and looked at him once more.

"Why are you up here?" she asked him.

Kaiba knew he couldn't lie to those eyes. "I…couldn't sleep."

"I see" she said quietly. "Then why are you still standing up? Your feet will freeze from the cold."

Despite himself, Kaiba sat down beside her, and he saw that her eyes were red and swollen.

"You were crying" Kaiba said with no emotion in his voice.

"Yes I was" Mai wrapped the blanket around her tighter. "I got a little carried away."

"The stars are beautiful tonight" Kaiba noted, looking at the stars scattered across the sky.

"They're always beautiful" she said.

They sat down in silence for a while, contented with the stillness.

"Remember the stars I was telling you about?" Mai said. "My father used to tell me to think about how many people I love, and love me in return, and that's how many stars I have in my life."

Kaiba stayed silent, knowing she wasn't finished.

"You know, I'm so lucky" Mai said, unable to stop the tears from streaming down her face, but she roughly wiped them away. "I have so many stars in my life, my friends, Yugi and the others…you."

He knew what they were both thinking, but it was Mai who voiced it out loud.

"Yet you're wondering why I am crying" Mai smiled through her tears, but both of them knew it wasn't real.

"I keep counting and counting, and I tell myself that it should be enough, that I should be satisfied."

The tears kept falling down her face, but this time, Mai didn't bother wiping them away.

"I know that I am ungrateful, I know that. But that doesn't stop me from thinking that it's unfair. That God gave others people who love them, raised them throughout their lives, yet tearing away all I had when I was still so young, leaving me alone in this world, my dreams shattered. Do you understand?"

Kaiba nodded. He understood perfectly, more than she will ever know.

"I look at all I have right now, and I know that God has given me enough to compensate for all that He has taken away from me. But I realized that it will never be enough, for even if I still love my parents, and I know that they still love me, they can never be stars in my life again, for never can I see them again, the smiles on their faces, and neither can I feel their love."

Kaiba realized that he and Mai were the same. Hiding behind a façade, keeping their grief and sorrow deep inside their hearts. But there was one difference between them them.

"My parents are now only stars in the sky, but to me, they shine the brightest. I look at them every night, knowing that they're forever watching over me, forever basking me with their love. I have to continue living my life, because I know that that's what they have wanted me to do."

She knew how to move on.

"I'm sorry for taking up your time" Mai looked at him apologetically; the tears on her face dried up and faded, merely a remnant of a past she was trying to forget.

"I had nothing to do anyway" Kaiba said, ignoring her apology.

"You must think of me as a pathetic loser" Mai said, smiling weakly.

"Not as much as that dimbulb Joey."

She laughed, and it was the light in his darkness. "You know, you should take it easy on the poor boy. He maybe a bit dull on the head, but he's a good kid."

At that moment, he knew that Mai didn't love anyone, because she was not ready give her heart to someone else again and maybe will never be. He wondered why his heart ached at that reality.

He was distracted from his thoughts when a decidedly strong wind blew in their direction, sending Mai's blanket to the darkness below. He saw her crestfallen expression, but it quickly disappeared as she started to shiver. Without thinking, he handed her his trenchcoat, and his heart filled with an emotion he didn't know as he saw her shocked but pleased expression.

"Thank you" she smiled at him.

He didn't say anything, just watched the light break through the sky.

"Who are the stars in your life, Kaiba?" Mai asked him thoughtfully.

Kaiba shrugged. "Mokuba I guess. I can't think of anyone else at the moment."

She laughed again, and Kaiba thought that he would do anything to hear that sound forever. "You're so blind, Kaiba" Mai said. "You're forgetting so many people. Yugi, Tea, Joey, Serenity and the others…you even forgot me."

Kaiba didn't say anything to contradict her, because he was too tired to argue, and he knew that she was right.

Mai looked at the sky, and it was becoming purple far away.

"I have to go" Mai stood up, and Kaiba noticed that she didn't give him back his trenchcoat. "I have to catch some sleep before the tournament."

"Wait" Kaiba called her, and Mai turned to him. "Count the stars with me."

She smiled. "But there are millions, even billions out there."

"We can always try, right?"

He didn't need to say anything else, he knew she understood him. Cara sat down beside him again, turning to look at him. He just can't get over her eyes.

"Hmm…I can make you count by yourself, but I'll make it easier for you just because you lent me your coat."

For the first time in days, Kaiba threw back his head and laughed. They both looked at the sky, and they knew that the stars were twinkling just for them.

Fin