"Why do you keep looking over your shoulder?"

Winry flinched at Paninya's words, snapping her head back around. Damn, she'd been noticeable.

"I-I'm not," she assured her friend. "Really."

They were walking to the town square as the day was beginning to wane. It was movie weekend, when the projector was bought out and everyone gathered around to watch. Back when she'd lived in Resembool, seeing a moving picture had been a once-every-few-years occasion for Winry , something that only happened when Granny bought her, Ed and Al on a trip into town, but Rush Valley was a bustling hub of civilization, so movies were a weekly thing.

This week they were showing a documentary on the history of automail, then some sort of monster movie. Paninya had agreed to accompany Winry to the first one if Winry would watch the horror flick with her.

Winry straightened up and tried to look confident. She tried to stop her eyes from drifting over to the dark alleyways. She felt like she'd seen the shadow of a man there a couple times, but it had to be her imagination. She couldn't worry Paninya. She was going to have a good time no matter what. This was Rush Valley, after all. She should be happy just to be here.

Winry wouldn't have been nervous at all if it hadn't been for the phone call from Ed.

At the time, she'd just been happy to hear his voice. It was rare to get a reassurance he was okay without him breaking his automail.

But later that night, thinking about it more deeply, she had remembered the desperation in his voice.

"Has anyone been stalking you lately?" He had called her because he thought somebody might be after her. She hadn't asked about it because she hadn't wanted to know- but now the uncertainty was itching at her and she wished she'd said something.

Was it about Scar? She really hadn't even considered the possibility of him coming after her, what with his whole "Unless you shoot me in the face, I'm going to ignore you" attitude. She'd really been more worried about him coming after Ed and Al. Ed had reassured her multiple times that they were perfectly capable of defending themselves against Scar now, especially since Lieutenant Hawkeye had injured him.

"The only reason he even got away is because some tiny midget girl came out of nowhere and bailed him out. She's honestly way more of a threat than he is. He'll be caught in no time."

Winry hadn't really bothered to inquire about the "midget girl" thing. She was sure Ed's explanation would only confuse her further.

But had Ed changed his mind? Did he have a reason to think Scar was out for her blood? She wasn't exactly scared at the thought and that alone scared her.

She thought she saw something out of the corner of her eye again. She just kept smiling cheerily at Paninya, who was still watching her with a quizzical look, trying to ignore it with all her might.

She wasn't sure what she'd do if she saw him again. She'd never really hated anyone before like this. But when she thought about him there was this burning ache inside her. It felt like there was something she had to get from him and until she got it, it was going to chafe at her.

She'd already established she couldn't kill him, so what was she going to do if she saw him again? Her fingers flexed automatically. Hit him? If she could manage it? But even imagining it, the thought of punching him over and over didn't feel as cathartic as it should. It was an empty gesture, a temporary, laughable pain in no way equal to the pain he'd inflicted on her.

Killing him was the same way, wasn't it? Just a second of pain, and things would be all over for him. A peaceful nothingness- it would be releasing him. Meanwhile she'd have to live and struggle with what he'd taken from her every day.

She sighed. Ed always talked about equivalent exchange, but there was nothing she could do to him to equal what he'd done to her. She was going to spend the rest of her life unbalanced. There was nothing she could do…but she still felt the itching urge to do something.

She wondered if Scar felt the same way about the people he'd lost. Maybe that was why he….

She gritted her teeth. She felt uncomfortable even considering his point of view. Like she cared how he felt. She didn't owe that to him.

"Winry?"

She jerked herself out of her reverie and smiled at her friend walking beside her.

"Yeah?"

"Uh, well you just went really quiet there for a while. And you were so nervous earlier…you've been kind of different ever since you got back from Central."

Winry stiffened a little at this. Paninya had noticed? That meant maybe everyone had noticed. Had she been causing trouble for everyone?

"It's not super noticeable or anything!" Paninya put up her hands as if she wanted to stop Winry in her tracks, looking flustered. "Not unless someone really knows you! You just space out sometimes and…it's not a big deal. But if someone's giving you trouble, you should tell me. I mean…you help me a lot. I want to help you."

Winry put her hand on Paninya's shoulder. "I'm sorry for worrying you. Nothing happened. It's just that Ed called me and kinda…asked if someone had been stalking me. It's got me a little on-edge."

Paninya wrinkled her brow. "He bothers you about stuff like that? Wow. I never figured him for the jealous, overprotective type."

Winry felt her face heat up a little. "He's not. I mean, he usually never calls unless something's broken. That's why it worries me. I think something's up, like he knows someone might come after me."

"Someone coming after you? Why would they? How would he know?"

"It's…the stuff he's involved in. He's caught the attention of serial killers and criminals…I think maybe someone might have…threatened to target me?" She had been searching for a way not to mention Scar to Paninya, but now the words that came out of her mouth made much more sense than her theory about Scar. She remembered Mr. Hughes' death with a chill. Had Ed found some clues about them? Had they threatened him? She felt really sick, much moreso than when she'd thought Scar was after her. God, she should have asked more questions. But she didn't want to know, she didn't want to know how big the threat was. She had to pretend Ed couldn't die, just because he'd promised he wouldn't…

She realized her hands were shaking. She clenched them into fists, willing herself to stop. Paninya looked more concerned than ever.

"I….wow. Seriously? That's really heavy. I knew Ed could be kind of a dumbass, but he's gotten himself in that much trouble? And even you're being dragged into it? That's just…I'm…" Paninya shook her head, looking lost. Suddenly, she stopped In her tracks, grabbing Winry's hand, squeezing it in what was clearly supposed to be a comforting gesture, but mostly really hurt. They both stopped walking. Winry blinked at Paninya, a little confused.

"You don't need to worry, okay? If anyone's following us, I'll take them on for you."

Winry laughed a little. "Thanks, but the people I'm talking about are seriously dangerous-"

"Do the math, though! Ed can take them in a fight, right?" Paninya said confidently.

"I really hope so…"

Well, I can take Ed in a fight, as has been proven. Thus, I'll wipe the floor with any of those goons," Paninya started walking again, dragging Winry along as she swung their clasped hands back and forth.

"I don't think it's that simple…" Winry said, but she was smiling against her will.

"I'm serious, as long as you have me, you can relax. I can get out of any jam and no one's ever been able to stop me when I get going. Before I met you, anyway," Paninya flushed a little, rubbing the back of her neck. "You're the…only person who's ever been able to capture me."

Winry found herself blushing too. She tried to play it off, saying in her most teasing voice "Yeah, and you're talking like you're my big tough protector when all I had to do was grab your wrist. You really think you can take on anyone with a weakness like that?"

Paninya shook her head. "Honey, just anybody grabbing me wouldn't stop me. It was YOU who got me off-balance. Just you. Your presence was kind of…overwhelming."

Winry didn't know what to say, exactly. Paninya looked away from her, giving a nervous little laugh. Her hand was sweaty now. So was Winry's.

"Paninya."

Her name came out a soft whisper. This time it was Winry who stopped walking, and Paninya stopped with her. She looked her friend directly in the eyes, trying to be as serious as possible.

"I'm not who you think I am."

Paninya looked at her quizzically and laughed. "Are you trying to tell me you're a secret druglord or something?"

"No…" Winry pulled her hand away from Paninya and stepped back. Paninya looked a little hurt at this, but Winry felt she had to really impress the gravity of the situation on her. She couldn't shake the feeling they were being watched, which just made it seem more urgent

"Stuff has happened you don't know about. People really are after me. And…they killed…a friend of mine. There wasn't a thing I could do to help him," She dug her fingernails into the sides of her legs, addressing Paninya's feet. She didn't want to see her face for the next part. "And…I nearly shot someone. I nearly killed him. I wanted to kill him."

There was a short silence after this. Then Paninya said, "Okay…so why did you want to kill him?"

Winry's head snapped up. Paninya had her arms crossed, her gaze steady on Winry.

"Scar? He…he killed my parents. I thought he might…kill Ed and Al too," Winry sputtered. The answer seemed to come out automatically, without her consent.

Paninya tilted her head. "That's perfectly understandable. I don't get why you think that makes you someone different to me. Or why you would be afraid to tell me about it."

"I-!" Winry felt angry suddenly and she didn't know why. "You don't get it! I've got all this…what if I had killed him? I wouldn't have been able to face any of you! You guys here….you're all so healthy and normal…and I'm someone different when I'm here! I'm someone stable that people need and rely on and…but out there, I was helpless! I couldn't do a thing to help Ed and Al! I hate that me! I hate her so much! And I thought I could leave her back in Central. But no…because I ran back here, I'm dragging trouble with of you are gonna be swallowed into the darkness and I'm gonna be helpless…helpless to stop it."

She could feel heat in her cheeks and tears burning at the corners of her eyes. Paninya was frowning at her. Winry was spinning out of control, she knew. This was a side of her she had never wanted Paninya to see, but there was no going back now. She choked out, "I don't want you to know that me, Paninya. You're from my beautiful, safe Rush Valley life. I want to keep you separate from…"

"Would you just stop it already?" Paninya sighed, rubbing the bridge of her nose.

"Wh-what?"

"Do you seriously think so little of me? Of this place?" Paninya sounded angry. She was practically glaring at Winry.

"I don't understand."

"There's no such thing as a place without fear or pain. Rush Valley has shady shit in it just like everywhere else. Stop talking like I don't know what you've been through when you don't know the first thing abut what I've been through either, okay? It's not like I've never been so angry I wanted to kill someone. And I've come close to doing it, too."

Winry stared at her. "Wh-What?"

.Paninya stared back, her eyes hard. "Do you really think we expect you to be perfect? That I do? I know you're a person like anyone else. There's not multiple yous, Winry, there's just one. And if you had killed that Scar guy? I'd just want to help you get through it. Just like I want to help you now."

"I didn't mean it like…" Winry felt lost. "You just need to know…your life is really in danger if you hang around with me. Seriously."

Paninya shrugged. "My life is always in danger." She was focusing on a point beyond Winry's shoulder, her eyes narrowed. "For instance, the person you thought was following you? Pretty sure he's after me."

Winry whipped around.

A young man- maybe two or three years older than her and Paninya- stepped out of the alleyway behind them. He was brawny and he was sporting a lopsided grin, but Winry zeroed in on his automail arm above all. It was one of Arthur Grossman's models. His work was cheap, but very shoddy. It was weaponized, naturally. The middle finger doubled as a pistol. That was a little too cute for Winry's taste.

Winry looked left and right. The street was empty. The movies were a big attraction in the town and Winry and Paninya had made themselves late talking so much. Everyone was at the town square now.

"What do you want, Val?" Paninya asked, her eyes narrowed.

"You know what I want," Val hissed. "You owe our gang."

Winry looked over at Paninya, raising her eyebrows. "Gang?"

Paninya shrugged again, looking grouchy.

"Uh…I know you just said you'd been through some stuff, but you really don't seem to me like the type of person who'd join a vicious gang," Winry whispered, nudging her a little. It was kind of odd she found herself trying to continue their conversation with this dangerous new development, but her priorities had always been weird.

Paninya smiled at this, though. "You assume right. I actually kinda stole money from them one time. Believe me, they deserved it. I also liberated a girl they were hassling."

"That sounds more like you."

"Brag to your girlfriend all you want, one way or another, those are your last words to her," Val pointed his middle finger at Winry. To people loking at them from far away, it would seem like he was just being rude. In fact, he was rudely threatening to shoot her.

Paninya immediately jumped in front of Winry, her arms spread protectively. Winry was reminded with a jolt of Ed shielding her from Scar. Was she going to be able to do nothing but wait helplessly again as the people she loved fought? She slipped her hand into her inside jacket pocket, and gripped her wrench, the metal cool against her fingers.

"You'll hurt her over my dead body," Paninya snarled.

"I prefer to hurt her while you're alive to see it, actually" Val said with a smirk.

More gang members materialized, seemingly out of nowhere, surrounding Paninya and Winry on all sides. Winry counted six people. She shrank back a little, but Paninya didn't seem surprised. That was, until she noticed one of the girls to her right.

"What are YOU doing here?" Paninya shouted, her eyes widening.

The girl that startled Paninya so hung back a bit form the others. She had curly brown hair and her right leg was automail- from the same cheap, substandard worker that had provided Val's.

"Ah, a blissful reunion," Val chuckled. "Lay it out for her, Ana."

Ana wouldn't look Paninya in the eye. She lowered her head so her curls shielded her face from scrutiny and said, "I told you I'd found a way to get money."

"I didn't think it was by going back to them!" Paninya spat. "I thought you'd gotten an honest job!"

"That's the thing, Paninya. Not everyone can get one of those so easily. And my mechanic isn't like yours, he's not gonna wait around for me to pay him back on my own time."

"Is this why I haven't seen you lately?"

"Nah, you've just been working hard giving all your money to Dominic now that he'll accept it," Ana said, shrugging.

"You're the one who said you didn't want me lending you money anymore!"

"And I was telling the truth. I'm gonna use the money I earn here to pay you back too. In the meantime, I'm not gonna be lectured by the girl who used to help me out with her pickpocket money."

Paninya looked like she was about to cry. "Ana! You hate doing this! You told me! That's why…why I helped you. If you come with me, I can help you again, okay? It will be just like old times."

"Yeah, I don't think so. It looks like you've found yourself a new girl to toy around with," Ana looked at Winry disdainfully. "Busty blonde, huh? Predictable."

"So that's it?" Paninya spat. "You gonna kill me now with your gang? Kinda hard to pay a dead body."

Ana flinched a little at this.

"Get on with it," Val snapped at her.

"No…we…I convinced them…that you can be of use to them. You can pay them back by…doing some stuff for us. It's a good deal. You should take it," Ana looked down at her feet as she said it.

Paninya stared at Ana as if she couldn't quite believe what she was hearing. Winry was frozen. She could understand what was going on, but she didn't know what to do. It was all too sudden and bizarre, like an entire world she didn't know about had suddenly materialized out of nowhere.

"Make up your mind quick. We'll have some fun slapping this one around," said one of the boys who had come up behind them. He grabbed Winry painfully by the arm, yanking her back hard. Winry cried out instinctively as she stumbled.

Paninya's fist caught the guys chin before Winry even had time to regain her footing. He let go of her, staggering sideways, and Paninya swept his feet out from under him. He fell flat on the ground and she came down on top of him. A blade sprang out of one knee, ripping through her pant leg. She held it to his throat, sinking her other knee into his chest.

"Yeah, if you wanted me to take the deal, you shouldn't have fucking touched her," Paninya breathed.

Everything exploded. The gang converged on Paninya and Winry and the two of them were separated by a mass of fists and snarling faces. Paninya weaved in and out of her attackers, leaping and ducking and dodging blows expertly. She tripped up anyone she could, and when she couldn't do that, she kept them at bay with her blade and fists. Winry hadn't seen her move so fast or fiercely since her little chase scene with Ed, but it was also completely different from this time. There was no humor or joy in Paninya's expression, just anger and determination. Her eyes were sharp and focused on Winry as she plowed through people to get to her.

Winry was unsure of what to do, but she knew she had to help Paninya somehow. She knew it was the only reason Paninya wasn't firing her cannon to escape was because she was afraid of hitting Winry. She couldn't make up her mind whether she should try to grab Paninya or get herself far enough away that Paninya could fire without mercy, but the first step to either course of action was going to be clearing a path.

She swung her wrench blindly at the people who surrounded her. She caught one man on the side of the head and he stumbled back, swearing. Before she could hit him again, something hard was jammed against her neck. Val grabbed Winry by the shoulder and wheeled her around the face Paninya, his pistol-finger moving down to point at her heart.

"Stop it right now or I swear I'll kill her," Val growled.

Paninya froze,looking terrified. "Wait, don't, I'll do whatever-"

Winry acted on instinct. She bought her wrench up and jammed it around the pistol finger. Using the wrench as a lever, she ripped Val's finger right off. His automail really was a crappy product, infamous for its weak spots.

As he cried out in surprise, she drove the handle of the wrench into a seam in the metal. Again, she used her wrench as a lever, popping the forearm plate off. Now the wires inside the automail were exposed. She grabbed one in the middle and pulled hard. It snapped with a spark and the arm went limp.

Val staggered back, staring at her in horror. "Wh-what did you-

"I'd invest in a better mechanic," Winry told him, waving his own finger at him. "By the way, as a better mechanic, I know this thing can fire even after it's been detached." She pointed the weapon at the crowd. "So let Paninya go right now. Unless you want to gamble on not being the one I choose to shoot."

Everyone looked unsure of what to do. It was Ana who stepped in and shoved Paninya at Winry.

"You can have her," she said.

Paninya stumbled around to face her former companion.

"Come with us," Paninya pleaded.

Ana looked down at her feet again. "I've still got bills to pay."

"If you ever want to upgrade, I can make a deal with Grossman. You can switch over to me and take as long to pay us back as you want," Winry said, taking Paninya's hand.

Ana sneered. "I don't need your charity."

Winry shrugged. "My door's always open." Slowly she led Paninya away, keeping her pistol aimed at the crowd as they retreated.

Winry waited until they were outside Mr. Garfiel's shop to allow her knees to give out.

"Whoa, Winry!" Paninya knelt down beside her. "Are you okay?"

Winry thrust the automail pistol away, her hands shaking. "I-I never wanted to hold a gun again…"

"It couldn't really fire though, could it? I thought that was kinda impossible."

Winry nodded, breathing heavily. "Yeah. Actually, I doubt it could have fired even when it was attached to his arm. I-I can't believe they fell for it…"

Paninya put her arms around Winry's shoulders and pulled her close. "You were amazing. I seriously don't know why you were worried about being helpless or whatever. It's pretty clear to me nobody can take Winry Rockbell hostage without it majorly backfiring on them."

"I-I hope so,"Winry shuddered, leaning into Paninya's chest. Paninya stroked her hair comfortingly. "You were pretty cool yourself…my knight in shining automail or whatever."

Paninya laughed. "Want this knight to make you some tea inside?"

"Yes, please."

Paninya led her inside and she sat Winry at the little table she herself occupied and came back a few minutes later with two piping hot cups of tea.

Winry took her cup in both hands, desperately trying to calm down.

"Paninya…I'm sorry I said Rush Valley was some perfect place for everyone. I guess I didn't really…realize what was going on. You have all these dangerous things to deal with I didn't even know about."

"I guess we both were only showing one side of ourselves to each other," Paninya said, covering Winry's quivering hand with her own.

"You were right," Winry said despondently. "I guess there's no such thing as a real safe place. "

Paninya bit her lip, looking down at their linked hands.

"What is it?" Winry asked.

"I…it's weird. But um…since the day you…reached out to me…. You made me feel like I could turn my life around. I guess part of it was because you're an automail mechanic and I love mechanics and feel like they know how to fix anything. But it was more than that. It was how you made me feel so warm. So, yeah, it's weird but I always…thought of you as my safe place."

Winry stared at her. "Even after tonight? After what I told you? About the people after me?"

Paninya nodded, gripping Winry's hand a little harder. "It's not really that kind of safe. You make me feel…like I can get through anything. Like I can be…more. Better…than I am. Am I making any sense?"

Winry felt strange heat in her chest. She put her other hand on top of Paninya's. "Yeah. I do. Because it's how I feel. Paninya, you were the first person I met here. You opened up to me and made me feel like I had somewhere I was needed, somewhere I belonged. I felt like I'd found somewhere I was really comfortable…but that was a feeling you always gave me. When I think of Rush Valley, you're the person I picture. You are Rush Valley to me. And…" she took a deep breath. "…I love Rush Valley."

Their lips met. Winry felt all her muscles relax as Paninya's hand slid down her back. Everything was soft and loose now, like she was sinking into velvet. She linked her hands loosely around Paninya's hipsand pulled her closer. Paninya's elbow bumped the table and tea sloshed all over. They ignored it, kissing deeper. After a while, Winry detached and rested her head on Paninya's shoulder. She gave a contented sigh.

"That felt…"

"Comfortable?" Paninya said with a sly smile.

"Yeah," Winry said, kissing Paninya's neck. It was soft against her lips. "You're still my safe place."

"Even after what happened tonight?" Paninya teased.

"Actually, what happened tonight helped me realize something," Winry said, taking her head off Paninya's shoulder and straightening up to look Paninya in the eye. "I can't just keep what happened with Scar locked away in some secret, separate place. It's a part of me, and I need to deal with it. Someday, somehow, I'm going to find a way to talk to him face-to-face. I need to…to look him in the eye and ask him why. I don't think I'll feel… comfortable until I do."

"I think you'll do it. You're definitely brave enough to face him head on."

Winry put her head back on Paninya's shoulder. "I hope so."

"I think I realized something too," Paninya said, looking into the distance as she rubbed Winry's back. "I can't keep a part of me separate either. I can't just run away from my past. I need to figure out how to help Ana."

"I think you'll get her to come around," Winry said.

"About her…" Paninya said, looking a little guilty. "We were…and I'm not going to lie to you, I kinda still…"

"It's okay," Winry said, smiling up at Paninya. "I have someone else I kinda like too."

Paninya rolled her eyes. "Three guesses who."

"Shut up," Winry said, smacking Paninya lightly on the forehead. "I don't mind whatever ends up happening or who we end up with in the end…I just want us to always be there for each other, no matter what. And I want to be with you like this right now."

"Yeah?" Paninya said softly, sliding her hand up Winry's shirt. "To be honest, I want to be with you a little bit more than like this."

Winry smiled. "I think we'd better move it to my bedroom then. I don't want Mr. Garfiel walking in on us when he gets back to the movies."

"Yeah no," Paninya said dryly. "That would be a disaster of catastrophic proportions."

They put their teacups away while giggling, and then, walking down the hall with their arms looped around each other's waists, they found a safe place for the night.