Summary: Joe and Dex take a trip to Commander Frank Cook's flying base in the sky because of a request for Dex's expertise.

A/N: Part of my series of oneshots starting with Lacking Emotion that's followed by An Inclination. You don't have to read the other two, but it helps.

This one is going to have more than one chapter.

Also, if you don't like slash, please press that nice little arrow that's pointing to the left of your screen, which just happens to be the back button. You don't need to read something you don't like, I don't really care; it's an agreement. We'll just agree to disagree and it'll be totally fine. You'll not have wasted your time and you'll not have gotten my hopes up of giving my story a hit. So please, don't leave me a nasty little review because you don't like this type of pairing.

Another thing, I'm not the most plane oriented person, so forgive my lack of knowledge. All I know is you need clearance to land or you will probably die.

Disclaimer: Sadly, I do not own Sky Captain and the World of Tomorrow, although, I'm sure I own the DVD.

The rumbling of the Sky Captain's modified Curtiss P-40 Warhawk made it impossible for Dex to speak to his Captain. No matter that, though, because Joe had been distant since Dex had discovered him with Polly Perkins after he had told the Brit that he didn't want her on the base. Dex's eyebrows furrowed at the memory of seeing Polly waltzing out of Joe's office, her sharp reporter's eyes honing in on the poor mechanic as he tried to retreat to his own office. She had been extremely civil to him, like she always was, but she had brushed him off like a fly before sashaying away.

It had nearly broken Dex's heart to see her there; nearly.

Dex's eyes trained themselves to the back of Joe's head, his light brown locks securely covered by the pilot's hat and goggles he always wore. He had no idea what he'd done wrong, why Joe wasn't so in love with him any more, why the Cap'n seemed to lose interest and go right back to the woman he hated to love. Dex nearly sighed, but chose to relay that action, as it could warrant a heated argument between the two; something else that had recently developed.

They had been fighting, something they hadn't done when they were friends and hadn't done before Joe's sudden need to go out every night. Now they fought as if it were something to do, it was generally the only way of conversing with each other. So they fought and, even though he gave it his best, Joe always managed to win and Dex was always the poor sap in the end. An empty feeling suddenly took hold of Dex, its center the middle of Dex's chest, making him feel as if a hole had suddenly been forced into his heart. Tears welled in his eyes, but the mechanic closed his eyelids quickly and leaned back, taking a shaky, but calming breath in through his nose and releasing it out his mouth.

"Are you alright, Dex?" Dex nearly jumped out of his skin as Joe's voice filled the cabin of the plane, somehow overcoming the sound of the engine and the propeller. Dex gave his all to put on his classic half smile, but it came off as fake and forced.

"I'm fine, Cap'n. Don't worry about me." He spoke, his voice slightly meek as he tried to ignore the fact that he felt hollow and suddenly extremely depressed. Joe seemed to be satisfied with this, as he gave up speaking to Dex and chose to pick up the short wave radio and call in for clearance to land. Dex's brow furrowed at the Captain's behavior, knowing full well that the old Joe would've pick up on anything Dex felt and would've nearly climbed into the seat behind him to make sure the mechanic was truly alright. Just as Dex was finally about to let out his pent up sigh, the looming figure of Commander Frank Cook's flying base (something he himself had a hand in designing) broke through the cloud barrier and made its way into his field of vision.

"Sky Captain, you have permission to land." The crisp voice of the air traffic controller responded, the man's quaint, but deep British accent suddenly reminding Dex where they were going and why.

"I'm to report to Franky, you're to report to the new mechanic's quarters. He's supposed to brief you on the problems the base has been having while Franky and I catch up." Joe condescended to Dex, causing the smaller man's brow to furrow. Joe was being moody and, now that he was going to see Franky, he was all self-important once more.

'Yep, now he's the Sky Captain.' Dex thought as he rolled his eyes, duly noting that they landing gear was being lowered on the 'Polly'.

"Dex, did you hear me?" Joe asked, giving Dex a momentary glance, "Or is your head stuck in a comic book?" The other man mocked, making Dex glare at the back of the other man's head.

"I heard you Cap'n, sorry sir." Dex spoke formally, trying his best not to sound like a smart ass as he answered the Captain.

"Good." Joe simply stated, seemingly purposely not saying the affectionate 'Good boy, Dex' like he used to. Dex felt his heart sink and a surprised look appeared on his face before his brow returned to its furrowing and he fished in his pocket for a piece of Double Bubble gum.

The plane hit the ground and bounced, then slowed its pace until Joe had parked the Warhawk in a row of airplanes on the flying base. Then, without paying any attention to his passenger, Joe threw back the visor, pulled the key out of the ignition, and hoisted himself out of the cockpit without a single glance at Dex. Another wound to the mechanic's severely beaten heart before he even got to get out of the plane.

"Gee whiz, Cap'n, you're sure a swell guy today." Dex muttered sarcastically as he clambered out of the plane, adjusting the visor to the proper position before standing to his full height on the left wing. Easily Dex managed to get off the wing, a feat for a man his height, before standing straight once again on the solid cement of the flying base. Then, with a few slight turns, Dex popped his back before heading off in the direction of the shop, former visits and a designer's knowledge of the base reminding him of where everything was.

Dex's work boots began their own melody of 'clump-clack' as he made his way into the shop that he supposed the new mechanic would have taken over in the young man's absence. A smile grew upon the gum smacking man as the smell of oil and sweat pervaded the air; a familiar scent to one whose life had been accompanied by these scents for a good while. That's when he saw it, the latest in Franky's arsenal, the latest invention by her new mechanic, the new Curtiss XP – 37.

"Shazam!" Dex breathed, his eyes wide and his mouth hanging open in awe of the beautiful machine before him.

"A beauty, isn't it?" A deep, accented voice spoke from behind Dex, startling him into turning around. A man with dark brown hair and matching chocolate colored eyes stood before him, slightly towering over the smaller man. His face was smudged with grease and his hair was wavy, looking as if someone had run their hands through it several times in the past hour. He was also built, but not overly so, as much as Dex could tell, and he was wearing an open dress shirt with a white men's tank underneath. His posture was laid back, easy-going, and open; as if he would be any man's friend unless they double crossed him.

"I've yet to name her, but she's had a few suggestions. You wouldn't have one, by any chance, would you?" Australian, his voice was touched up with a deep Australian accent and he was asking Dex a question.

"Huh? Oh, uh…well, I dunno, sir." Dex spoke, his mind trying to place the man to the occupation before an idea struck his genius brain. "You wouldn't happen to be Mr. Westbrook, would you?"

"Well, indeed I am. You must be Mr.….?" The man questioned, leaning towards Dex as he slowly meandered past the younger mechanic and stood in front of the plane, his eyes never leaving Dex's.

"I'm Dex, sir, the mechanic that Commander Cook called in." The man's eyes lit up as he spoke, a grin pulling itself across Mr. Westbrook's face.

"Well, Dex, it seems fate has brought us together. We'll be working on the base together for most of our time, which I'm sure Francesca's informed you of, so you can call me Terry. It's my first name and since we'll be working together, I'd prefer to be called it. Mr. Westbrook bugs me; it makes me sound like a pissy old wanker who's got a stick up his ar-."

"Dex, I see you've met Mr. Westbrook." The voice of none other than Franky Cook cut off Terry as he spoke, making him pause in his speech and force them both to turn in surprise so as to face the formidable woman. A small smile had found its way onto the female Commander's face, the eyebrow above her visible eye raised in amusement as she stood, hands behind her back and arms akimbo, her legs spread as though she were in an 'at ease' position. Her body language demanded respect, but something in her eye seemed to soften as she saw the big grin on Dex's face and the sheepish look on Terry's.

"Franky!" Dex felt as though he were a small boy visiting his older sister whilst on holiday as he saw his longtime friend before him. The urge to hug the woman overcame him and he shot forward, pulling her into a fierce hug, which she returned with a polite pat. He pulled away, still grinning like a madman, and took a step or two back. "I thought Joe was going to catch up with you?"

"Joe? He's just taken off to go on a supply run with a few of the amphibious squadron. We're near enemy territory, so they're going under radar. The submarines won't even stand a chance." Franky spoke, pride in both Joe and her fleet evident as she spoke.

"Left?" Dex felt as though he was a child; the last to know everything and always being told.

"Yes, Joseph asked me to tell you. Now, Mr. Westbrook, care to explain to Dex what his duties are for today? I would love to stay and chat, but we need to avert our course or we'll be given away and the Germans will have a bloody conniption." Franky spoke, her voice commanding, but somewhat laced with kindness; a feat which only Franky Cook could accomplish.

"I was just getting to that." Terry spoke, but Franky didn't acknowledge he even existed as she made an about-face turn and marched off, her entourage that usually accompanied her filing in behind.

"That woman will be the death of me one day, I just know it." Terry joked, pulling Dex out of his thoughts and into the present.

"Yeah, Franky's something else." Dex joked back, returning the grin that the other mechanic was giving him. "So, what are we to do today Mr. Wes—Terry?"

"We're going to try and figure out what the bloody hell is wrong with this base, then we're going to have a few glasses of scotch, because I'm sure it's going to be something of a pain in the arse." Terry joked, causing Dex's grin to widen before they set off to the control room to gather information.

Laughter filled the hallway as two men, one shorter than the other, made their way drunkenly down the hall. They stumbled closer and closer to their destinations, the taller man holding an empty flask in his hand while the smaller seemed to be supporting both their weights. This had become their routine in the two weeks that Dex and the Sky Captain had stayed on the air base; work long hours, drink until they became extremely drunk, fall asleep somewhere (sometimes they made it to their rooms), wake up, try to cure hangover, go at it again. It became a never ending vicious cycle, but it appeared to be a productive one as both Terry and Dex became the genius team Franky had hoped they would become.

"Hey, hey, hey…..hey Terry! We should totally do this again. I mean, shazam, that stuff was GREAT!" Dex managed to slur out, his usually pale, boyish face grinning and rosy cheeked as they slumped against the wall outside of Dex and the Captain's living quarters. Joe had requested they stay in different rooms, but had asked that they be next to each other. It was something else that had told Dex that they were slowly drifting apart.

"Dex." Terry stated, trying his best to give the younger man a serious look, but coming off as a grinning idiot.

"Yeah, West?" Dex had taken to calling the other since, well, since they'd started celebrating a job well done at about nine PM that night.

"I think, and this is jus' my thought, but….I think we do this every night." Terry (or 'West') stated, causing them to both stare at each other intensely for a few seconds before bursting out in unrestrained laughter.

"We do don't we?" Dex questioned loudly, earning a 'shhh' from his companion, which only caused them to laugh louder. Then they slid down the wall behind them as they laughed, carefree and oblivious to how much noise they were making. Several yells of 'Shut yer yaps' and 'Quiet down out there!' sounded from the rooms around them, but this only caused them to laugh louder; that is, until they managed to pass out sometime around three AM.

Joe found them leaning against the wall at around six in the morning after managing to ignore them most of the night. A sad smile formed on his face before he turned back around and shut the door, returning to his bed to find comfort in the arms of the body wrapped in his comforter. It was at this moment that Dex and West (as he now was known as by the whole base, via a very loud sing along in the mess hall around ten the night before) chose to wake up, both clutching their heads in pain.

"Aw man, my noggin' is killing me." Dex groaned, his voice hoarse as he crawled over West's legs, which were spread out in front of the Australian.

"Noggin'? Did you just say 'noggin'?" West questioned, his own voice cracking and also slightly hoarse from singing every line to their latest hit single 'West and Dest, the two buckaroos from kangarooville', that had something up to fifty lines to it.

"Aw, shuddup West." Dex spoke just as he managed to open what he thought was his door, but happened to be Joe's. Never in Dex's life had he been 'one of the guys' before, but when he'd befriended the snarky Australian mechanic (who also had an affinity for comic books and sometimes chewing gum) he'd been thrown into the stereotype of being 'one of the guys'. He had even started to feel as if his time away from Joe was strengthening their bond, giving them time apart to sort out how they truly felt before they completely ripped each other's hearts out.

There was a new feeling in Dex's heart, one of contentment, and he planned to keep it that way for as long as he could. Sadly for Dex, rarely any of his plans actually go according to plan.

Laughing, Dex opened the door most of the way, catching sight of the Captain doing what appeared to be push ups in bed. Just as Dex was about to ask Joe what in the name of Flash he was doing, a woman's moan issued from the bed as said furniture squeaked underneath the Captain. Dex's eyes widened and his jaw dropped, his old gum he had started chewing at three in the morning falling onto the floor in his surprise. Every nerve ending in Dex's ears stood on edge as he listened to the moans of both of them, unable to turn away as he stared in horror. Then they both cried out in pleasure, the woman's voice slightly deep and British while Joe's remained the same as Dex had heard it once before.

"I'm glad you've still got it." Joe spoke, unknowingly to an audience as well as the woman. The woman sat up so that the right side of her face could be seen, a smile pulling itself onto her full lips.

"Glad to see you're not dead down there, Joseph." An all too familiar voice spoke.

'FRANKY!' Dex's mind went into overdrive, his heart ripping itself into shreds and his all dignity flying out the window. Two of the people he trusted the most had just betrayed him; one knowingly and the other clueless. Just when Dex didn't think it could get any worse, Franky spotted him.

"Dex?" Franky asked, her voice sounding less commanding and official than it usually did, the voice she had reserved for the shaking young mechanic. Joe froze at the mention of the mechanic, his entire body going ridged.

"Dex, dear, what's wrong?" Franky's eye took note of the tears streaming down the mechanic's face, something he didn't seem to notice, and the quivering of the young man's body. "Dex, are you sick?"

"I…" Dex tried to speak, but his throat ran dry, his eyes fixated on Joe's unmoving form.

"I have to go." Dex said, quickly pulling the door shut and momentarily slumping against it.

"Wha-? What happened, Dex?" West snapped to, having fallen back to sleep against the wall the he had been stationed at before. Dex didn't answer, he couldn't, and so he did the next best thing and grabbed West by the shirtsleeve and dragged him off towards the shop.

"Where are we going? Dex? What's going on?" West's deep voice finally seemed to bring back some of the humanity Dex had just lost. They stopped halted halfway there, Dex turning them both so they could face each other.

"We're going to the shop. We're going to pretend we're working and we're going to take your Sheila and we're going to get clearance to get off this base. Then we're not going to return for the rest of the day. We're staying wherever we want and then we're coming back tomorrow. Sound good?" Dex practically told the older man, causing the other's brow to furrow in confusion before nodding his assent.

"Alright Dex, it'll be our day off." He said, grinning so that he might lift the other's spirits. Dex, however, couldn't feel a thing and gave his friend the best he could muster. A fake smile and a pretend look of mischievousness.

It was time to put on a show.

Thank you so much for reading, I hope you enjoyed it! Check out the next chapter in a few. :)

Please review kindly, if at all!

Thank you,

-Aimze

P.S. If you can guess who the actor would be for West/Terry/Mr. Westbrook, you win a prize. I mean it. A real prize. :)