A/N: Oh look finally another akuroku story by me and it isn't akuRoku day! Yay! This is for a contest on deviant art, so I thought I might as well share it here (: Enjoy

Roxas was shaking, his hands were clenched at his sides. His eyes kept darting left and right, looking at his surroundings. He was currently at Twilight Town train station, him and Axel were going to the beach that day. Roxas thought he would be fine, he traveled before. It was just something about the train. Roxas shuddered at the thought of the evil engine that roared to life when the train took off.

"Hey buddy!" Axel smiled at the smaller blonde. He was in a red tee shirt and jean shorts. Something which during the school year didn't occur often. Roxas was wearing a green shirt, and black shorts. The school year had just ended for both of them, junior year. The redhead patted the blonde's head, his hand getting tangled in the blonde spiky locks.

Roxas looked up but sis hit Axel's hand away like he usually did. Axel noted that he looked...frightened. "Hey, what's wrong?" Pulling away his hand he asked Roxas in concern.

"Nothing." Roxas looked away embarrassed. He needed to pull himself together, Axel would laugh in his face if he knew that Roxas was afraid of trains.

Axel glanced at Roxas with concern, but shook it off. Turning away towards the doors of the station he started walking. "Ok then let's go."

Roxas walked slowly, awaiting his doom. Why couldn't they just drive there like every other place they went. Cars were safe, they weren't giant things with wheels on them, or well. Sill, trains scared him. Looking down at his feet he shuffled inside, dreading his doom. Not watching where he was going he slammed into a body. "Oh, sorry." Looking up, Roxas saw it was Axel, who was giving the blonde a look that said: don't even bother lieing.

"Okay. Roxas I know something is wrong." Axel said, he was hurt. He wanted to help, and he couldn't if the blonde kept secrets from him like this.

"I'm sorry Axel, but if I tell you, you're going to laugh." Looking away from the alluring green eyes he looked at their surroundings. They were in the waiting area for the train to arrive, when had they gotten there?

"Roxas..." Axel said causing the blonde to look up into the green eyes of his friend's. They looked hurt.

"I won't laugh, I won't make jokes. You are my friend." taking Roxas's smaller hand in his he continued. "You're my bestfriend, I wouldn't laugh at you. I thought you knew that."

"Fine, I will tell you." Roxas then narrowed his eyes. "But if you laugh I'm not going to the beach, and buying us sea salt icecream while we are there."

"Hey! I'm the one who usually buys the icecream, like all the time"

"Yeah, but how do you know I didn't want to buy it this time?" Roxas teased. "Anyways let's sit." He looked at the people stareing at the pair, he didn't want to make a scene. Not waiting for Axel's reply he sat in an empty seat.

"Ok go on." Axel urged once they were in a less noticeable area.

"When I was younger, my parents always took me on trains with Sora,it was something we did every weekend as a family. Then one day the train stopped, it was dark out by the time we got on the train back home. Something which was unsual. Then I heard saw something outside. It spooked me, and me being 5 at the time had nightmares after the incident. I thought it was a monster." Roxas explained shaking. "It freaked me out, and everytime I had the nightmare it was reoccurring and more spooky than before."

"Don't worry about the train, I will protect you. I won't let you get hurt." Axel looked at Roxas, not taking his eyes off him. He wass going to make sure the blonde knew there was nothing to be afraid of. "It's fine if you're scared. Everybody gets scared sometimes."

Looking up at the redhead, Roxas asked. "What are you scared of?"

Lowering his voice Axel spoke. "Well don't tell anyone but...spiders."

"Not as nearly bad as mine! Though, spiders are harmless." Roxas laughed.

"I didn't laugh at yours! Plus spiders are scary, they can bite you and end up as a supernatural freak!"

"Spiderman is not a freak!" Roxas hit Axel lightly laughing. "He's awesome."

"Only because you have a crush on the actor who plays him."

"I don't! Haven't I told you that before?" Roxas huffed and crossed his arms, looking away from his friend. Axel then pulled him up from the seat. The blonde not really caring or paying attention.

"Yes, you have. But everytime we watch that movie you stare at him, and now you want to see the new one coming out." Axel started walking them towards the train that had just arrived.

"So? I love that movie. Just the way it happens. Well I want to see it because it is sure to be amazing. Like the Avengers." Roxas was talking so much, he didn't realize the two had entered the train, until he looked ahead. He saw the train's seats and the color drained form his face.

"Oh no." Axel knew his plan only went on for so long. Guiding Roxas to a seat he took the blonde's hand. "Roxas, don't worry. I'm here. It's daylight."

Breathing fast Roxas nodded and let himself be guided to a seat and held. He calmed down after a few moment. "See not so bad." Axel smiled.

"Yes, not so bad." Roxas nodded, not pulling away from Axel's embrace. Looking up he smiled. "I think it's because of you."

"Oh really now?" Axel chuckled.

"Yes."

"Well good, because I know the perfect way to distract you." Grinning the redhead captured Roxas's lips in a gentle kiss. Neither noticing the train's rumble as it took off for the beach.