Disclaimer: Note I do not own the rights to these characters, the show, or anythings other than this story purely made for others entertainment. - CG

It was a nice sound to listen to when you've forgotten what it was like to have one yourself. Billy never would have thought that he'd miss the slow pounding in his chest called a heartbeat or the warmth felt in his skin on a warm night. It was inevitable though, he was dead and those thoughtless blessing were far from his reach now. His heart was now long dead. The warmth from his body was replace with a now forever lingering cold chill that struck him to the core. Then there once was the need for air, but his breath taken away by the very Death himself long ago.

He was nothing but a ghost that didn't seem to bother Spencer though. The boy simply held Billy closer, letting the ghost lean against his chest. Billy could tell his bro was relaxed in the position due to his light breathing and the lack of fidgeting. The cold touch didn't bother him in the least. Not even a shudder or twitch at the contact he simply slept with a his body pressed to his side and arms lazily wrapped around him. A small smile began to creep on his face as he snuggled closer to Spencer. He let himself lay against the boy's side with his face buried into the crook of the other's neck. He could hear the soft breathing of his friend echo through his ears and the light movements of his chest.

Things like this made him feel almost alive. The warmth of Spencer's skin sent chills down his spine, but it was a good kind of there was the simple beat of the other's heart. Every tired thump of its slow pace put him to wonder how such a thing slipped from his grasp so easily and it was enough to bring him to tears. His arms pulled Spencer closer to him in an attempt to keep whatever humane feeling he had now there. The feeling of being alive. He could hear the young boy yawn in his grasp and lazily twist to get comfortable again. His eyes opened slightly, his body slumping back into the pillow, and he breathed out in an almost inaudible tone.

"Billy?...Is everything okay?"

Spencer lazily look up at the ghost with tired eyes. He blinked once, twice every few seconds in order to keep himself awake long enough to hear the reply, but Billy simply pulled on a shaky smile as his hands gently rubbed Spence's back in a soothing manner.

"Y-yeah man I'm alright j-just go back to sleep."

Spencer eased himself back down and for a second simply stared at Billy with a distant look. His eyes were hazy and tired but they had a look Billy couldn't quite place at the moment. It wasn't until a stray tear forced itself down his cheek that he realized how upset he'd become and it was then he realized Spencer knew too even in his haze.

"I-I...Oh god.."

Billy tried to press some excuse out but all he got was a jumble of unsure sounds. It was the breaking point for him. His eyes began to water with what felt like an endless stream of tears and Spencer simply held Billy close trying to comfort the ghost for whatever problem he was having. It was clear that the undead rock-star's sobs snapped him out of his daze when he sat up the hold him in his arms.

"Shh...Hey it's okay." Spencer whispered softly as he patted Billy's hair.

"G-god Spence look at me nothing's okay anymore!" He sobbed out.

Billy's fist clenched slightly along with his teeth. His eyes closed in an attempt to block out the sorrow he felt right now. How could something so simple, so over looked bring such pain to his heart? I wasn't like it bothered him before but pushing back the reality of the situation just seemed to make it easier to deal with. Ignoring the fact that he was dead while acknowledging it at the same time was just something he was use to.

"I'm dead and y-you're alive and I wish..." He paused for a moment before swallowing.

"I wish I was alive still. I don't even care about being famous or the fans or-"

"Me?"Spencer cut him off.

Not care about Spencer, how could that even be possible?

"N-no that's...that's not what I meant Spence." His eyes gazed up sadly at the younger boy.

"I know but I wouldn't be here now if it weren't for...you know."

Being dead.
Right Spencer wouldn't be here would he, and he himself would be the same moody pop-star as ever. The utter silence burned into his ears with a piercing scream. His sobs barely dying down to nothing more than small hiccups and choked back cries desperate to pierce the quiet night's air. God he must look pathetic. Just the reality of it all...It was enough to make him force out a sour laugh.

"You're right."

It was then Spencer leaned back down and eased himself into his previous position on the bed. His arms still draped around Billy and his head tilted against the pillow.

"It's okay to miss being alive, man" Spencer whispered sadly

"And it's okay to be upset with that." He ruffled the ghost hair slightly in a playful manner before letting his arm flop down.

"You're still a major awesome dude."

Billy's frown lightened up slightly into a small smile and he rest back against Spencer.

"Thanks bromeo, I can always count on you."

Spencer nodded sleepily before closing his eyes and mumbling a few last words.

"Night Billy, love you."

Billy closed his eyes too and pulled Spencer closer to him. "Love you too."