WARNING: This fanfiction containes a child+Teen kiss. There will be no sexual contact but romantic thoughts involving a child and a teen. If you read this do not comment about the age difrence or your disagreements involving the fluff between the main charactors.

I am raiting this T just in case. Please Review. I think this turned out surprisingly well.

It was late. Most of the other students were already sleep. Everyone it seemed except Leo. He had a lot on his mind. Today had been a big day. Today something happened that he'd never expected and would have never thought he wanted. It was wrong, he knew that. Most people would find it disgusting but Leo hadn't started it. Leo hadn't asked for these feelings. If Spin and Bob had just did what they were supposed to and not leave the base everything would be normal. He wouldn't have these thoughts or feelings. He would still be a normal half bionic sixteen year old boy. In retrospect that still wasn't normal.

14 hours earlier

Leo pushed on the log as the two younger boys, spin and Bob held on. He tried to ignore the cracking sound coming from the tree but it was there. He had to get them out now or the log would break and trap them underneath. Maybe this hadn't been the best option. He thanked god, which he didn't do often, that he was able to save the boys.

"Leo thank you" Spin cried, grabbing the older boy in a hug.

"Ok kid settle down" Leo grunted, prying the muddy kid from him.

"Thank you so much" Spin cried again. "We would have died if it wasn't for you."

"Oh it's no problem" Leo said. "Just something awesome people do." He struck a pose. Bob laughed, receiving a glare from the other two boys. "We better be getting back to the academy Leo told them. The three boys rushed through the thick woods, back toward the road. "How did you even get here?" Leo asked. He'd had to steal one of Big D's rocket ATV's. He hadn't noticed anything else missing.

"I spun us here" the youngest boy said proudly. Leo was actually impressed by how far he'd progressed in such little time. Maybe he really did deserve to be at green level. He'd never admit it out loud though. He deserved to be at least green. He'd been on missions. He fought a bionic army.

"I'd suggest that we all take the ATV but I really don't want you two touching me all muddy. Can you spin? The youngest of the group nodded.

Less than an hour later the three were entering the Academy. As expected Big D yelled at them. What he hadn't expected was Spin to take the blame. Leo had put the blame on him before so why wouldn't the boy return the favor. He was probably just doing it because Leo saved their lives. Which he did cuz he was awesome and totally deserved to go up a level.

"Go get cleaned up" Davenport said to the three. Leo still was not happy about the mud covering him. He took a short shower. The boys would have already cleaned up. It takes only seconds in their tubes. When the water turned off he sighed. He was tired and really didn't want to finish classes today. Unfortunately he would have to sit through one of Chase's lectures.

He put on a clean uniform and headed up to sea level. He was expecting Chase to be standing in front of the computer board like normal but he wasn't. His class was huddled around him in one of the far corners.

"What's going on?" Leo asked as he aproched.

"Shhh" one of those stupid muscle men hissed. Leo rolled his eyes. Chase took a quick glance making sure everyone was there.

"Ok class today is going to be a little different. A few of them looked excited. They ether knew what was going on or thought anything would be better than Chase's lectures. "We'll be having a mock battle. Everyone cheered. "Shhh" Chase whispered. "We're not supposed to be doing this." Everyone looked shocked, especially Leo. Chase breaking rules! Maybe he was replaced by a shape shifter.

"You're breaking rules" Leo asked, voicing everyone's thoughts.

"Bree challenged us to a battle" Chase explained. "It will be her team verses ours."

"Were are we doing this?" One of the other boys asked. "Mr. Davenport's in the training room. Chase nodded. This will be unlike any training so far. It's doubling as a lesson. Today you'll be learning about strategy and the importance of concealment. This means the battlefield will be the entire academy, except for the training room. Now the rules are simple. First you'll all be wearing a special vest. When it blinks red you're out. Don't attack anyone already out. When you get out return here. Second, there will be no serious injuries. I don't want anyone being hurt more than a few bruises. Third and most important every time you break or damage something your team losses points. And if you knock the academy off its base" Chase looked at Leo "your team loses. You have five minutes till the start of the battle. Bree and I will be monitoring things in the _ room so we will see who does what. Ok go." He said. Everyone rushed off in different directions. Chase shook his head. Beginner's mistake. They should fight as a team not alone.

Leo was in a hallway just off the capsule dormitory. It was plain except for a large metal machine. It was one of the backup generators. He was hiding behind it. If he remember correctly Bree had her third class right now. That ruled out most of the people he knew. He knew there was someone he knew he just couldn't put his finger on it. He got his answer seconds later when one of the musclemen was flung down the hallway.

Leo stiffened, ready to attack someone with super strength but instead a tiny hurricane came spinning down the hall. His tea member at red level ran for an attack. Leo knew what was going to happen. The man was an idiot. He tried to his Spin but was thrown ten more feet down the hall instead. Spin couldn't be attacked with brute force. They'd just run into him. At the speed he was spinning no one would be able to win. Now more than ever Leo wished he had molecular kinesis. When spin went at the man again Leo jumped out of his hiding place. It took both boys by surprise and gave him the chance to throw an energy ball.

Leo was shocked when Spin deflected it, having it spin around him and straight at the muscleman. The ball hit him straight in the chest and his vest began to blink red. Leo hissed and backed away. Spin was moving so fast air was whipping around him like wind, like a real tornado. It was strong enough to blow his energy ball away. Spin stopped spinning, facing Leo.

"Leo move" Spin commanded him. Leo raised an eyebrow. He hated when he did that. It was a habit he picked up from Marcus and it never went away.

"No you're going down" Leo growled. Spin smirked. Chase could tell the young boy was getting tired. HE must have been spinning for most of the battle. His brown hair was plastered to his forehead with sweat and his face was red. He was trying to hide it but he was breathing heavy too.

"Leo I don't want to fight you" Spin said calmly. This took Leo off guard.

"Why?" Leo asked suspiciously. This had to be a trap. There was probably another bionic sneaking behind him. "Ha" Leo shouted, twirling around, his energy ball flying from his hand. It vanished farther down the empty hall.

"Can you move now?" Spin asked. "I don't want to fight you." Leo turned back to glare.

"You're tired. You know you will lose."

"I would not" Spin shouted, his voice high. Sometimes Leo forgot how young he was. It was hard to think someone that looked about 11 years old was as powerful as this boy. "I could beat you with my eyes closed."

"Really Leo chuckled." He moved fast, throwing three energy balls and jumping to the side. All three of the golden balls hit Spin, straight on his chest. The boy hadn't even defended himself. Leo gasped when Spin fell to the floor. He jumped to the kid. The muscleman was long gone. IT was just the two of them. "Help!" Leo shouted. "Someone help!" There was no answer. Spin's eyes were closed and his body was still. Leo picked sat cross-legged on the floor, pulling Spin's head in his lap.

Leo did his best to calm himself. Chase and Bree would be here any second. But his heart was beating fast and he couldn't see anything but the pained looking face of the unconscious boy. "Spin" Leo whispered, running his fingers through the young child's hair. "I'm so sorry." Spin's face grew more peaceful. When Leo was little it always clamed him when his mom used to do this. To Leo's relief Bree superspeeded in two minutes later. Leo helped her lift Spin.

"We didn't see" She said, sadness in her voice. "We were trying to break up a fight between two of my team. We got back and saw you holding him on the screen. How long has he been like this?"

"Not long. Maybe five minutes." Leo said, regret and guilt heavy in his voice.

"What happened?" Bree asked. They moved him slowly. Bree didn't want to risk injuring him while speeding.

"I didn't think I would hurt him. He didn't even defend himself." Bree looked surprised at this. "He'd deflected my energy ball the first time. I assumed he'd do it again. I threw three. He didn't even spin. The stupid bionic ballerina just let all three hit him square in the chest." Bree looked as confused as him.

An hour later Spin awoke in the infirmary with Leo by his side.

"Are you ok?" Leo rushed out. "Big D said you would be fine but do you hurt?" The younger boy rubbed his eyes and sit up in bed. Leo tried to protest but was ignored.

"I'm fine" Spin grumbled. "A little sore." Leo looked so sad. "It's not your fault" Spin said, frowning at Leo. "I should have moved."

"Of course you stupid ballerina! Why the heck did you just stand there?" Leo nearly shrieked. The look on Spin's face shut him up. Spin looked on the verge of tears.

"I know" He whispered. "I just really didn't want to fight you."
"You fought me before" Leo said more softly. "Why not now? It was just part of the class."

"Things were different" Spin whispered. Leo had to move in close to hear.

"What's different?" Leo asked, confused. Spin wouldn't meet his eyes. "Spin!" Leo said annoyed. "What's so different that you risked your own life just not to fight me?"

Spin turned and made eye contact with Leo. There was a determined look in them and a twinkle of something else. The question was answer not in words. The question was answer by Spin closing the final few inches between their lips. Leo froze before pulling away. Spin looked devastated.

"I have to go" Leo barked before sprinting out of the room. He didn't look behind to see the tears streaming down the young bionic's face. It wasn't long after that Leo returned to the infirmary. He needed to apologize. The kiss had taken him by surprise. He just wasn't expecting it. He needed to explain that Spin was too young. Leo was 16 and Spin was like 11. Technically he was the same age as all the other soldiers but he physically was just a child.

But when he entered the room it was empty. Spin had already gone. Leo frowned. Where could he be? He needed to talk in private. So he left. He checked everywhere but he was just gone. Leo knew he didn't leave the academy because Davenport had locked the underwater thingy down. No one could leave the base. Even Spin couldn't fly.

Leo didn't like the thoughts he was having. Searching gave him a lot of time to think. He couldn't help but go over all the times he interacted with Spin. They were never really enemy's. Even when he was gaining levels Leo had held respect for him. Out of all the students Spin would be the only one he risked leaving the school for. If it had been anyone else he'd go to Big D. He could send Adam Bree and Chase who were more experienced. But Spin was different. They were close. They had a bond. The problem was his age not that he was a boy.

Leo would never tell anyone but he was far too attracted to…. Marcus. Yes he'd had a huge crush on Marcus. He compensated by being extra mean and bullied him at every chance. He was evil but it was still wrong. The hard part was Marcus had known. He once commented about it to Leo. And even though he was evil and they were on different sides of a war Marcus had never told anyone. He kept Leo's secret because he knew how scared he was. But now, today he began to recognize similarities in his actions toward Spin and Marcus. He didn't bully Spin but he teased and acted rude toward him.

And if Spin was older he knew he'd have no second thoughts about kissing back. Was he really considering dating an 11 year old? He was mature for his age but he was physically and mentally five years younger. They would take it slow. He would not go pass innocent kissing. But it was still wrong wasn't it.

The more he thought the more he realized he did have feelings for the boy. His subconscious just wouldn't allow him to realize it. He was just a child. These thoughts froze when he saw a lump not far down the hallway. It was a child rolled up in a ball, back against the metal wall. There was no question who it was. Spin didn't here or didn't acknowledge as Leo approached.

"Spin" Leo said softly. The boy's body tenced.

"Go away" He shouted, muffled because he was still in a tiny ball. "I don't want to talk to you."

"But I want to talk to you" Leo said, even softer.

"If you're going to call me names then leave" Spin shouted, flinging his head at Leo. He interpreted Leo's regret as surprise. "I may not have been alive long but I've seen TV and been on the internet. I know what people do to my kind."

"I'm not going to call…" Leo stared.

"Stop looking at me like that!" He interrupted loudly. "Don't look at me like I'm pathetic. I'm not pathetic! I'm bionic and no matter what anyone says I'm not a freak."

"Being bionic doesn't make you a freak" Leo said confidently, sitting down next to the boy.

"That's not what they were talking about" pin said sadly. "I'm gay."

"And I'm bi" Leo admitted for the first time. It felt better than he thought. IT was if a huge worry was off his soldiers. "I don't hate you. You surprised me."

"So does that mean we can be together?" Spin said, hope flashing in his eyes. Leo felt horrible about this.

"No" He tried to say it as nice as he could. "You're too young."

"I'm no younger than anyone else here" He shouted, but he sounded defeated.

"But you are physically and mentally" Leo told him, scooting closer. It was probably a bad choice but he wanted Spin to know he was there for him.

"I knew you'd say that" Spin whispered. His head fell to the side onto Leo's shoulder. "I knew I couldn't be happy. Freaks don't get happy endings.

"You're not a freak" Leo told him sternly. The younger boy just shook his head. He yawned. "Lay Leo said softly. It was wrong both boys knew that but Spin lay his head in Leo's lap. It would be the closest he could get to more than friends. Spin closed his eyes and Leo began absentmindedly running his fingers through Spins hair. It was just like when things started but this time Spin's body wasn't hurt. He was hurt though, a hurt worse than any physical pain.

"That feels nice" Spin whispered. Leo smiled.

"Spin you deserve to be happy" Leo said softly, he could tell the boy was close to sleep.

"Then why can't I love someone who loves me back." He said sadly. A final tear fell from his eye. Leo wiped it away.

"I'm going to tell you something I shouldn't" Leo said. "He waited for an answer but none came. Spin was still awake though. He could tell by his breathing. He didn't want to sa anything that upset the boy. He was beautiful, his face so peaceful. But he knew it wasn't beauty in a romantic way. He might be attracted to spin but it wasn't physical. This was the kind of beauty that can only come from a child, a brother, a child, a grandchild. It was the beauty he could never love.

"I do like you" Leo told him softly. "But I can't love you that way. You're too young but you need to know that's not all. I love you Spin but I love you like a close friend, a true friend. I'll be here for you and I will be happy when you find the perfect boy. You're so much Spin. You're smart and kind and a pure soul. You will find love. I promise.

14 hours later.

Leo closed his eyes. His thinking was over. He'll love Spin in a way more than a brother but less than a lover. They'll be close because they fit together so well. They'll be family forever. Leo can tell it just looking at them. Leo smiled. He was telling the truth. He will be happy when Spin finds that perfect boy and Leo would be there through everything. No one would ever hurt Spin. No one would ever hurt his truest friend.