Disclaimer: I don't own Kingdom Hearts.

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Billy sighed and cast his gaze around the parking lot. He was standing outside a supermarket, waiting for his mother to finish her shopping. He had chosen to stay outside. He hated shopping. It was raining, and it turned the world around him an emotionless grey. Billy shivered in the cold, and tugged at his red jacket that did little to keep out the cold. His black hair stuck up in spikes, from where he had run his hands through it in impatience.

Billy's violet eyes were drawn to the fiery mane of red hair that stood out amongst the dull grey of the parking lot. It belonged to man sitting on a bench, about ten metres away from where he was standing, out of the slight shelter the supermarket's overhanging roof provided. As his gaze traveled lower, he found himself captivated by the depth of emotion the man's tearful jade green eyes displayed.

He continued to stare, open mouthed at the man, the hood of his black jacket down despite the light rain. A smoking cigarette was lightly held in the fingers of his right hand, but had apparently been forgotten, and was sputtering in the rain. He was tall, and skinny almost to the point of looking anorexic. Billy also wondered at the two tear shaped tattoos underneath his eyes.

Billy jolted in shock as the man's eyes snapped towards him. Flushing furiously, embarrassed to be caught staring, Billy ducked his head, and studiously admired his tattered red converses. He leaned back against the wall of the supermarket that his mother was currently shopping in, and considered taking refuge inside. He tried to tell himself that he wasn't trying to find a way to hide from the raw emotion displayed in the man's eyes. It unsettled him that an adult, a grown man, would allow himself to cry in public, to set bare the sadness and desperation that raged inside him.

Hesitantly Billy raised his head. The redhead's eyes had left him, and he'd dropped his cigarette. He was now attempting to make his lighter work. Billy thought it was rather obvious that the lighter wouldn't light, seeing as the rain had begun to fall a little faster, but the man continued to flick the lighter, some desperation now leaking through into his actions. The man's hands began to shake, and the lighter fell. The redhead's eyes overflowed, and he buried his face in his hands, his fiery red locks spilling over, and hiding him from view. His thin shoulders shook, and Billy was distressed to see this interesting man so distraught. He wanted this man to be happy. He lightly pushed himself off the dirty, graphitized wall, and, carefully avoiding the large puddles that had begun to form on the sidewalk, walked over to where the man sat. Billy paused in front of him, and then, keeping his eyes on the man at all times, in case he tried anything, bent and picked up the lighter. He weighed it in his hand for a second, taking in it's faded blue colour, then dried it on his jacket. Steeling himself, he reached out and tapped the redhead's shoulder.

"Hey."

The man froze at his touch, and then slowly raised his head from his hands. His skin was pale and flawless; his green eyes even more stunning close up, though they were slightly red from crying.

"What?"

"You – you dropped this." Billy held out the lighter, suddenly regretting ever moving from his safe place against the wall. The man's tone was harsh and unfriendly, and had a certain roughness to it, as though he hadn't spoken in some time.

"Oh. Thanks, kid." The man's voice softened a little. He took the lighter and stuffed it in the pocket of his black jeans.

Billy nodded. He rubbed the back of his neck awkwardly. He was unsure of whether he should leave now, or stay and try to talk to the man. Unexpectedly, the redhead spoke.

"Why?"

"Wh-what?"

"Why'd you go pick it up for me? Why'd you come out in the rain to do something for a guy you don't even know?"

Billy was startled. He wasn't even sure himself. He bit his lip.

"I – I guess I just wanted to make you happy. You look so sad …"

The redhead nodded. "Axel." he suddenly said.

"Huh?"

"It's my name. Axel. Got it mem…" Axel's voice suddenly trailed off. "No," he muttered to himself. "That's gone now. He's gone." His intense gaze moved up to meet Billy's eyes. "You know, he always said that having a catchphrase made me sound like a retard." He laughed, but there was no happiness in the sound. It was bitter, and filled with painful memories.

"I'm sorry?" Billy asked in confusion.

"What's your name, kid?"

"I'm Billy,"

"Billy, huh." Axel suddenly stood up, unfolding his thin frame gracefully from the bench. He squinted up at the sky. "Hate the fucking rain," he mumbled. "See ya later, kid." Axel saluted him, and walked away.

Billy stared after him, brow furrowed in confusion. He felt as if he'd failed in something. The pain in Axel's eyes was still there, and it made Billy's heart ache to think that someone could be so sad.

"Axel, wait!" he called.

Axel turned. "Yeah?"

"It's Billy."

"What?"

"My name. Not kid. Billy."

"Sure thing, kid."

"Dickhead! It's Billy!"

Suddenly a grin lit up Axel's face. His face was one that had been made to smile. It brightened his face, and made his eyes shine. His two identical tattoos remained, however. A reminder of the depression that still lingered.

"Billy. Yeah. Later, Billy." Axel gave a wave and turned again. A matching grin had lit up Billy's face. He watched Axel walk away, watched as his dark clad figure, topped off with a stunning mass of red hair was swallowed by the grayness of the rainy day.

"Billy?"

A voice behind him made him jump.

"Oh. Mum. You done shopping?"

"Sure am, honey."

Billy nodded, and allowed reality to engulf him again. He wondered if he'd ever see Axel again, be given another chance to break him out of the aura of loss and sadness that wrapped around the red-haired man.

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A/N- quite frankly, if you read this, I'm surprised you made it this far. Lol, just in case anyone actually does read this, Thanks! Review, if you can spare the time. There should be a next chapter, or whatever, although, I'll probably come to my senses soon, delete the story, and never write again. Lol ..

Thanks for reading!