Daphne was really getting upset at this. Like countless other times, she was having a hard time sleeping. There didn't seem to be any actual reason for it, yet it still plagued her.

"Argh!"

Frustrated, Daphne stared up at the ceiling above her bed. She had tried everything... From counting sheep to meditation, and even soothing music and aroma therapy. But nothing worked on her. She just wasn't tired.

And she had tried to be awake, but that didn't help too much either. She didn't know what to do with herself. She had listened to all her CD's and she couldn't find anything interested online...Plus it was too late to even call anyone that she could talk to on the phone. Sure, she had a few friends that lived in different time zones that might be awake then, but she didn't want to call them just because she was bored. She saved those kinds of calls for big news; like the latest fashion trend that they might know of, or things of that nature.

You know, important things.

She had tried earlier to see if anyone else was awake. But in her searches, she found that Shaggy and Scooby had fallen asleep watching something in the living room. Leaving them splattered on the floor, she just turned off the TV and searched for someone else. But Velma too, had crashed early. Velma at least had a good reason though, as she had just stayed up for a long project herself and needed to recover from the few days she had stayed awake to finish it. So the first floor had been a bust, which was why she had returned to her room on the second floor.

"Maybe Freddie's awake..."

Rolling to a sitting position on her bed, she looked over towards her door. Her first reaction earlier was to head downstairs, so she hadn't looked at Fred's room. So she didn't even know if his door had been open or not. Like her, Fred had his room on the second floor. So it was just a hop, skip and a jump from her door; residing on the other side of the hallway.

Slipping her feet off the side of the bed, her feet touched down on the cold floor. Flinching, she sought out her cute, little fluffy slippers that she loved so much. They were perfect for keeping her feet warm about the house. As silly as they looked on her, she still wore them when the floor was too cold for her bare feet. Plus, no one else but the gang ever saw them, so she didn't mind if they didn't exactly match her pajamas.

Padding across the hall in her slippers, she found Fred's door open. Looking inside, she found herself looking at his back. Bent over something on his desk, he seemed to be working on something. Raising a hand, she gave the door frame a knock, letting him know she was there.

"Freddie?"

Stiffening, Fred was caught off guard with the sudden knocking and voice from his doorway. Head whipping around, he used his body to hide what he had been working on.

"Da...Daphne! What are you doing awake?"

Quickly pulling something towards him, he had opened the drawer and dumped whatever he had been working on, inside. His movements were hurried, but he was quick to get whatever it was into the desk and out of sight. As curious as she was about what he had been doing, she was bored. And at least he was awake. Leaning on the door frame, she whined at him. Secretly hoping that he would be able to think of something she hadn't.

"I can't sleep... And I'm restless." She grumbled, giving a bit of a pout at the end of it for good measure.

With his project hidden, he turned around and relaxed. He couldn't sleep either, so he had been working on something. But he hadn't expected her to be awake still. Turning his chair, he waved for her to come inside. Moping, Daphne accepted the invitation and came into the room to flop on his bed. The pout not leaving her face. But she soon got distracted, as she sat down on his bed. Fred didn't miss the face she made when she noticed his He-man coverlet that sat stretched over his bed, but she didn't say anything aloud. Getting distracted by it, she rubbed the material trying to ponder why he liked it so much. Well, besides it was soft and broken in.

"So, what do you want to do?" Figuring it was worth talking about, he asked her the question. But Daphne just gave him a look.

"I don't know. That's the problem." She said with a shrug.

"Well, what about some TV? We should have some shows taped from before..." Fred tried to suggest, but Daphne shook her head.

"Shaggy and Scooby are passed out down there. And they looked too comfortable, that I didn't want to wake them."

Fred nodded his head, easily able to picture the duo as they were, splattered across the living room without a care in the world. Sometimes he was jealous of the two, for being able to do that so easily. Not that they couldn't be woken up to be moved, and fall asleep again. But it wasn't fair to them, if they were sleeping, to wake them just so they could steal the living room from them.

"And Velma finished her project, so she'll be down for a while. She needs to recharge from her paper." Daphne added, telling Fred about Velma ahead of time. So he wouldn't ask about it. Though she wanted to be entertained, she didn't want to do it at the expense of Velma. Well, not this time. She would be selfish with her best friend another time.

"Hm... I see." Placing a hand to his mouth, Fred leaned into his palm as he thought. With the guys taking up the living room, and Velma out cold... He didn't want to go down to the first floor. But they really didn't have much to do on the second floor either.

As the wheels turned in Fred's mind, Daphne was still bored. Having thought of everything earlier, she hadn't been able to think of anything she could do without the possibility of waking up the others. Kicking her feet against the bed, she watched with a slipping patience.

His room was just like it always was, clean. Fred always kept his room neat and organized. So she didn't have much to look at that kept her attention. Well, nothing till her mind recalled something new in his room since she had last been in there…

…Whatever he had hidden in the desk.

"Freddie..." With the tone of voice she used, Fred immediately looked up. It was the kind of tone that meant she was up to something, and easily broke his concentration for thinking. "... What did you hide in that desk of yours? You looked like you were working on something. I can try to help! It might help solve my boredom."

Eyes darting to the drawer, Fred looked back at her and shook his head as he waved his arms at her.

"Nononono... I'm just..." Trying to find the words, Fred stuttered as he tried to make up some excuse for her not to help with his project. This only made her even more curious. "... It's something for Red. He asked me to..."

Mentioning his friend's name, an idea popped into his head. Cutting himself off, the thought prevented him from finishing his sentence.

"He asked you to..."

Daphne repeated, hoping that he would continue where he had left off. But there was no response. Getting up, she leaned over at Fred and waved her hand a few times before he snapped out of it. Looking up at her, Fred smiled. (Which was kinda creepy to Daphne, since it had been so sudden.) Plucking the waving hand out of the air, Fred placed his other hand upon the one he was holding.
His eyes twinkled up at her. Daphne knew that look, and it usually was only there when Fred had a plan up his sleeve. Then he said something that she wasn't expecting...

"Do you trust me?"