To say it was a dark and stormy night may have possibly been a bit of a cliche, but it was true. There was a large emphasis on the dark part for the brown bear known as Grizz as he laid awake late into the night watching rain splash against his window and lightning occasionally flicker and strike through the night. To say he was afraid of the noises wouldn't be entirely truthful, but to say they made him uncomfortable would be. He was thinking to himself that somehow all at once it was both hot and cold and he let his mind race through these thoughts as he bit gently into the inside of his cheek.

He wasn't paying attention to the music flowing into his ears from his headphones despite the fact that he had been wearing them for at least an hour. He was curled up on his side in his bed occasionally tapping the next button on the CD player that he had drug up and grumbling under his breath. He felt something that night, more specifically the past few hours, that usually didn't cross his mind. He was bored. And on top of being bored, there was no possible way he was going to sleep. Today had been a boring day, something rare for both him and his two brothers who both hadn't made a peep in hours.

He wanted to make loud angry noises that sounded closer to grunts than roaring, but he knew it was far too late to be complaining. He hadn't had a chance to exhaust neither his mind nor his body, so he lay in bed with his paw awkwardly twitching with impatience and his mind thinking of what he could possibly convince himself that he was tired. That was going to be a difficult task considering he had spent the past twenty minutes wondering what would happen if he threw a giant party and crowdsurfed.

"Stupid storm," Grizz quietly grumbled to himself and jammed his paw on the skip button of the CD player. And then, in that moment, all the lights went out in sync with both his claw and a smash of thunder. It was so sudden and loud that he actually jumped and yelped, forcing himself to slap his paws over his mouth. For a moment he laid in the darkness with eyes wide and nothing but the occasional flash of lightening to pour ugly, dark shadows into his room.

When he removed his paws from his mouth he stared up at the ceiling as best he could. He waited for his eyes to adjust to the newfound darkness and then felt a frown cross his lips. He removed the headphones from over his ears and sat up slowly in his rather loud, springy mattress.

"Lame," He mumbled under his breath, and then looked down to his blanket.

If there were anybody watching him, he might have let out a sigh. It was a duty that nobody asked him to undertake but he took upon himself regardless as the oldest bear of the house to check up on his brothers after a power outage. The sigh would have been for show, but in reality he nearly giggled with glee at the reality that he could actually DO something without the fear of waking his brothers up and lacking reason.

Grizz opened his door slowly after he tip-toed to it. It was the creakiest one in the house. He used the small LED screen to vaguely light his path down the hall of his cave as he mumbled some words under his breath. In a window down the hall lightening flashed and it reminded him of a movie he suddenly very much regretted watching about a killer who only attacked in a storm because it washed away evidence.

He shook his head. That thought was just silly. That guy obviously wouldn't attack three bears. He only liked HUMAN skin, after all.

He found himself digging his claws into his CD player when he approached the kitchen. It felt strange and alien to actually try and be quiet. If he wasn't entirely with every passing moment trying to convince himself he was trying to be a good older brother and nothing more he would have barged in like usual and asked the bear in the freezer if he was alright. But truth be told he was thick, not stupid, and he didn't want to eat a meatless breakfast by annoying the polar bear.

"Heeey, buddy," Grizz whispered in a quiet sort of hiss under his breath when he encircled his claw around the handle of the fridge door. He opened it slowly and quietly, feeling a chill but a distinct lack of the general hum of a running appliance. He found the polar bear asleep with his eyes shut, cuddling an ax as though it were a teddy bear. "Power's out, just checkin' that you're alright,"

As he whispered the words he reached in his paw hesitantly to the sheath just above the bear and found a bag of frozen peas as well as another bag of frozen red meat pieces. He placed both onto the polar bear's body to ensure that he might stretch out the cool feeling that he felt on his brother's fur.

"Nice and snug lil' bro," Grizz mumbled. He patted the polar bear's shoulder and watched him shift slightly and dig his claws uncomfortably into the ax. When he shut the door he was left in the darkness again, though now with a distinct lack of company.

Grizz rubbed his paws together while he walked and kept the CD player firmly lodged under his armpit. The thunder hit again, though less intense this time. Nevertheless he found himself flinching and then quietly feeling a blush creep onto his cheeks. In the middle of the hallway he made silent growly-bear facial features and motions in an attempt to feel strong and confident once more. In reality it looked much sillier than he intended.

When he was approaching the room opposite his own where his other brother was more than likely resting he hesitated for just a moment before touching the doorknob. Sure, checking up on the two was likely the best thing to do (Not the best time, but he let that thought slide) and it made him feel like he was doing something other than laying in bed restlessly, but Panda was always a light sleeper.

He pressed his ear to the door and hoped that it wouldn't whine too much against his weight. Now that his eyes had finally adjusted to the darkness and occasional flashing from the lightning he was able to make out every marking and scratch on the door. He didn't hear anything, and for a moment he almost was content with going back to his room and hoping he would manage to fall asleep on his own. But just as another bout of thunder hit, a close one at that, he heard a strange noise.

"G-Gah!"

It was a yelp, but a whisper of one.

"Pan Pan?" Grizz asked, not meaning for it to be out loud, when he instinctively reached for the doorknob. He turned it without much caution and opened the door swiftly and poked his head in.

"You alright buddy?" He questioned forcefully without any of the tact and grace he had used on his other brother. He had expected… well… Grizz wasn't positive what he expected. Maybe to find Panda laying in bed curled up having a bit of a nightmare or something along those lines, but what he saw was Panda sitting up in the middle of his bed with his blanket over his head and a phone in his hands, the screen facing him and lighting up his face. He was hunched over in a stiff looking position on top of everything with heavy, deep bags under his already black eyes.

"Grizz!" Panda didn't ask the question, but shouted as he dropped his phone in surprise. It was loud, more than he anticipated. He must have been shocked by the way he sat up and buried the phone in his belly. In his moment of panic he managed to both get tangled up in his blanket trying to come out from it and also fall flat on his face into his mattress. "What the heck are you doi-"

But Panda couldn't finish his question before another slam of thunder that sounded right above shattered right through his voice and cut and shock or fear the bear had right in half and seemed to slap him with it as well by the way he suddenly flinched and slapped both paws over either of his ears. He made this frustrated kind of scrunched up face and shook his head and summoned a growl that Grizz barely recognized as one in his brother's high pitched soft voice.

"Gaaaah! W-What the heck it's like two A.M, man! N-Not cool to pull pranks!" Panda yelled in the kind of pure anger that could only come from a sudden fright and adrenaline. It hurt Grizz, but the bear found himself standing in the doorway biting his tongue not entirely sure what his plan was when he opened the door.

"No no no no no," He repeated the word a total of five times as he closed the door behind him. He was shaking his paw in front of him in a "no" sort of motion as well. "Not trying to spook you, I promise Pan Pan!"

Delicate was not something Grizz was very good with. He was loud and anxious to get the bad feelings cast away and was probably doing more harm than good. If he was trying to explain himself any louder he might as well kiss himself a proper breakfast goodbye with the way his brother back in the fridge would be upset at him.

"C-C'mon man, what do you w-"

Again, Panda was interrupted by thunder. He was somewhere between untangling himself from the blanket and trying to shield his face from Grizz as though he was seeing something vulgar when it happened. He let out another yelp, this time high pitched and fearful and angry and upset all at once.

Grizz flinched at it, but it wasn't the kind of flinch that Panda gave. Panda once again slapped both paws over his ears and growled angrily and shook his head. His cheeks which were normally white were tinted light pink with a flush barely visible in the darkness. Grizz took several steps forward and saw that he was squeezing his eyes shut.

The light from Panda's phone was just about to die out from inactivity when he finally got a good look at the brother's face. He didn't just look tired, but exhausted. He looked like he had been forcibly kept up and at some point before Grizz entered had just given up trying to sleep all together. His eyes were wet, too. Not crying kind of wet, but might be if he was irritated or driven to being upset any further.

"I-I don't wanna do anything, it's too late, Grizz. J-Just go to bed on your own if you can't sleep," Panda mumbled quietly. His cell phone light faded and Grizz could no longer make out his face well enough to see the features all that clearly.

"Hey, no, c'mon man," Grizz approached the Panda bear slowly and reached out his paw. "I was just checking up on my lil' bros, I promise. Power went out really fast and I wanted to make sure you both were fine. You ain't scared of a storm like this, are you?"

Panda was silent, and he was actually hugging himself under his blanket-hood that he had fashioned for himself. When Panda touched his shoulder he didn't brush it off, but when he let the claws glide up to his cheek he saw Panda's face scrunch as though it pained him. He turned away, but Grizz only got closer.

"I don't need to be babied, Grizz, you're not that much older than me," Panda insisted in this whiny sort of insistent tone that Grizz found hard to take seriously. He decided to keep that detail private so not to upset the bear.

"Hey man, I love you, you know that, I'm not gonna tease you. I'd just look at that gorgeous face and forget what I was gonna say, right?" Grizz chuckled. Panda seemed to curl up a little closer into himself, so the brown bear took it as saying he was free to slide himself onto the mattress of the bed.

Panda did something he didn't expect, and that was to reach out and touch his paw. He opened his mouth as if starting to say something before more thunder interrupted him. It was starting to become a cliche at this point. His claws dug into Grizz's paw and the older bear had to bite his tongue to keep from yelping and flinching right along with his brother.

"Sorry," Panda mumbled in a quiet, defeated kind of tone. It actually in a strange way made Grizz's belly turn just to hear it. Instinctively when Panda withdrew his paw he grabbed either end of the bed covers and tightened them around his brother and pulled him a little closer.

"Hey, I'm scared of snakes and our little bro is scared of uh… S-Stuff… He's pretty private about that stuff, actually," Grizz mumbled and then shook his head. He scooted closer to Panda and crossed his legs in a similar manner as his brother so they sat parallel to each other. "You used to cuddle up next to me in our box, remember? Whenever it rained. You made me lay on you cause you didn't want to get wet."

"Heh," Panda chuckled a single time, but it didn't sound disingenuous. "Y-Yeah, and… You never teased me when I cried about it."

"Do you wanna cry now?" Grizz asked suddenly, not bothering to keep his voice quiet. The thought stuck him with such worry and concern that he had to lean forward.

"W-What, N...No…" Panda said in a tone that did actually sound not entirely truthful this go around. Grizz swallowed a lump in his throat and stared at his brother for a bit before extending both of his arms and straightening his back to look bigger than he actually looked. Big enough to sit at least four inches above Panda's hunched height.

"C'mon, gimmie a hug just in case," Grizz said and tapped one of his paws to his chest.

"Huh? No way, tha-"

"I promise I'm all fluffy and cuddly like a teddy bear," Grizz said in a tone that might have been confused for teasing if he didn't instantly grab ahold of Panda and pull him close. He forced his brother forward with his strength and nearly pulled the panda bear into his lap and hug him. At first, he squirmed, but then he settled and managed to half-lay half sit in Grizz's arms. He buried his muzzle into Grizz's shoulders, and after a few moments of quiet protesting eventually lifted his own arms to cuddle Grizz back. Grizz squeezed him tighter in a genuine bear-hug and squirmed a little.

Thunder hit, and Panda flinched again. Grizz rubbed his back and felt warm breath tickle his shoulder. Panda squeezed tighter and then made a strange grumbling sound as if he were berating himself.

"I-It's not always like this," Panda insisted just as Grizz gave him a bit of breathing room, but still kept his arms around his brother. "The… being scared, I mean. I-I'm not scared too, just nervous… and I don't like the power being out. The Wi-Fi's out, y'know."

"Wi-Fi?" Grizz asked.

"Yeah… I usually fall asleep to something on my phone… like a video or radio station or something. It's been off and on all night even before the power went out… I just like to hear somebody talking when I sleep." Panda gripped at Grizz's body and dug his claws through the bear's fur.

The lightning flashed again, and Panda gripped Grizz tight instinctively as if waiting for thunder. When it hit it wasn't loud or even threatening, but he still let out a tiny almost whimper-level sound.

"You coulda kept sleeping in the same bed as me, Pan Pan," Grizz whispered reassuringly. Panda looked away from Grizz's gaze and shook his head slowly. "I'm a little sprawly but I could make room."

"That's just embarrassing these days," Panda mumbled softly under his breath. "You already cuddle me for no reason all the time and it's weird and I blush and everybody stares… I'm too old for this kind of thing."

Panda shifted his body so he was more laying than leaning onto Grizz's body. He buried his ear into Grizz's chest and listened to the brown bear's heartbeat thump again and again. He placed his paw onto the chest and rubbed his fluffy fur. He seemed hesitant to really loosen up and enjoy the fact that Grizz was there for him, and the was his toes curled and his arms were tight showed that.

"You want me to go?" Grizz asked. He placed the palm of his paw on top of Panda's head and brushed aside a bit of his fur. "I don't have to stay here if you feel weird. I just want my little Pan Pan to feel safe and not looking like he'll cry."

"I wasn't gonna…" Panda stopped, and then briefly bit at his lip. He pulled away from Grizz's body and met his eyes, but the second they connected he paused. He looked away, lightning flashed behind him, and thunder boomed once more. As expected, he flinched.

"Stay…" He whispered.

"I promise I won't tease you," Grizz said quickly and placed both paws on either side of Panda's face. "We can lay here and just chill. I can talk a lot if you think that'd help. We don't even have to hug if you want. Gonna be hard not to tell you how cute you are and wanna keep you all bundled up and tight, tho-"

"Grizz!" Panda snapped.

Grizz put both paws over his mouth and shook his head. He had a feeling that Panda might start counting strikes against him before deciding it was better to lay alone and afraid than with company and a little sheepish.

"Just…" Panda lowered both paws onto his lap and tightened them into fists. "Lay down, okay?" He then lifted his paws and grabbed both of Grizz's own and pulled them from his mouth. "I don't wanna think about the thunder, so just talk, alright? I hate having to hear it…"

Grizz paused, and was just about to nod before an idea struck him so suddenly that a bolt of lightning may have actually hit him just to illuminate above his head. He broke out into a giant, goofy grin and started clapping his paws in an even more excited manner.

"Oh, Oh oh oh oh, wait here!" Grizz shouted. He was getting pumped up, and fast. He took his CD player and pushed it roughly against Panda's chest before hopping off the bed. "Hold this!"

When he left the room and ran into his own he stumbled through the dark until he found both his headphones and a CD that he had stashed under his mattress still in the plastic. It was dark, so it took a while to find exactly where he had hidden it, but when he did find it he couldn't stop giggling like he had just lost his mind.

When he rushed back to Panda's room he didn't even bother to close his own door. Thunder stuck in the process and when he came back into the younger bear's room he saw him holding both paws against his ears.

"W-What are you doing?" Panda whined. "I don't wanna play a board game or anything, it's too late."

"No, I got your birthday gift!" Grizz held out the CD. He saw Panda squint in the darkness before realizing he himself could barely make out the cover art much less the name of the artist. "I know it's not for like three weeks but I bought this a month ago and I'm super excited and it's perfect for right now and oh my gosh tell me you love it!"

"Uh…" Panda took the CD when Grizz forcefully shoved it into his paws and blinked at him before staring back at the case. "Bubblegum Dream… The K-Pop group?" He asked. Suddenly his eyes widened, and something very akin to a blush spread across his face. "G-Grizz, you shouldn't…"

"Of course I should have, you're my little bro and you're nuts about these guy- er… gals… I hear you sing them all the time in the shower. Can't understand anything you say but it's adorable!" Grizz giggled and felt almost like he had enough energy to start dancing on the spot. He hopped back onto the bed and felt all the contents shift with the weight of his jump. He grabbed Panda's paw. "So, tell me tell me! Do you love it?"

"I mean you really shouldn't have… I already… own it…" Panda said in a quiet near mumble tone of voice. He was sheepish, almost ashamed at the fact that he had just spilled this. He looked to Grizz's eyes and then away suddenly. "I downloaded it on release day three months ago… It's all on my laptop, Grizz."

"O-Oh… Well g-good thing I know in advance," Grizz chuckled and scratched at his cheek gingerly before glancing away. "You can still listen to it tonight. I'll let you borrow my CD player so you can block out the thunder, alright? I'll just lay here and try not to bother you, here, see?"

Grizz took the headphones and put them onto Panda's head right over his ears and then gave him a goofy grin. He tried to look as cheery and happy as he could muster and then squirmed a bit in place to show that he was just holding back all his excitement. The more he looked at Panda, though, the more he realized his brother really was exhausted beyond reason.

"Let's both listen to it, okay?" Panda asked and . "I'll turn up the volume and we can just lay near the headphones. I wanna… I wanna hear you talk. I'm really tired so just promise not to squirm or bounce or anything. You look kinda hyper, y'know?"

"Cross my heart hope to die, yada yada bedtime," Grizz shot out both his arms as though he was preparing for another hug when he climbed onto the bed and gave a big, happy grin to the panda.

Panda changed CD's and then did as he said he would, positioning the headphones just as the end of the bed. He grabbed both his pillows and split them between the two and then they laid them at the wrong end of the bed near the baseboard. When he was finished, he raised the volume and cheery, upbeat music in a language Grizz simply didn't recognize came out a bit distorted and muffled through the headphones.

Thunder struck again, and Panda once again flinched.

"You sure you don't wanna wear those things, buddy?" Grizz placed his hand onto Panda's back and rubbed gently. "No judging."

"I'm sure," Panda nodded.

Grizz smiled a bit, and felt it soon overtake his face so much he had to cover it with a paw.

"Hey, Grizz?" Panda asked just as he was hunched over his own pillow and fluffing it. Grizz was on his knees on the bed and just about to flop down onto his own pillow when he looked to Panda.

"Yeah, Pan Pan?" He replied and smiled at his brother. "Is it about the gift? Don't worry, I'll get you something better that you don't already have before time runs out."

"N-No, the gift was fine… It's just…" He turned to Grizz, his exhaustion apparent in his eyes. He raised both paws, looked to them, hesitated, and then put them on Grizz's face. "Thanks… I didn't think you'd want me to bother you… So I'm glad you came in."

"Hey, where's all this comin' fro-"

Thunder wasn't what interrupted their conversation this time, but the fact that Panda extended his neck and very lightly kissed Grizz on his nose. It was wet and a bit sloppy and in all honesty inexperienced for even the tiny peck it was meant to be. It was made worse by the fact that Grizz was suddenly very very self conscious by how wet his little black nose was to begin with. But even still, Grizz's heart sped up just a bit. When Panda pulled away it was only momentarily to reposition himself for a proper hug. He was soft and loose and melted into Grizz.

"Let's lay down," Panda requested quietly. "I'm really tired, bro."

"Y-Yeah," Grizz held Panda back. He felt their chests mesh together and he was unwilling to accept just how fast his heart seemed to beat. He rubbed Panda's back slowly, and then looped his paw from under Panda's arm to touch his nose. "I'm here, Pan Pan… Oh Geez…"

"What?" Panda asked. There was slight concern in his tone.

"Nothing," Grizz shook his head. Heart pounding hard he was suddenly fearful that Panda might be able to actually feel it or even possibly hear it as they parted for just a moment so they could each lay down. Panda's eyes were closed before he even hit the pillow, and he had a small smile on his face. Grizz however, couldn't even keep his eyes from being anything but wide like a deer in headlights.

The korean girl sung about something cheerful and sappy that Grizz couldn't understand, and he felt Panda reach out his paw and grab Grizz's own. He hugged it to his chest as though it were his own personal teddy bear and rubbed his face against it.

"Night, Grizz," Panda mumbled, and snuggled his face into his pillow. His feet wiggled and shifted the blanket to the tune of the singer and he hummed quietly and half heartedly as though he were already drifting away, and fast.

Grizz placed his paw to his chest. His heartbeat hadn't slowed down. In fact it might have only gotten faster now that he could feel Panda's own slower heart beat. In that moment where he struggled to think of a subject to talk about like he promised he could only think of two words.

"Oh geez…"