I promised myself I would never do this…shameless yaoi fluff. Nevertheless, here it is. The idea for this fic came from me surfing through some country songs I remembered from my very early childhood (Screw Taylor Swift, I listened to country before it was cool!) and I came across the beautiful song "Maybe it Was Memphis" by Pam Tillis…and it was just begging for a USUK fic.

This actually goes against my personal headcanon of when they got together (V-E Day, if you ask me) but hey, it was an idea and I rolled with it.

What was I supposed to do?

Standing there looking at you

Lonely boy far from home

Maybe it was Memphis

Maybe it was southern summer nights

Maybe it was you, maybe it was me

But it sure felt right

America had a distinct fondness for all of his cities. For better or for worse, they were a part of him, and each representing a different side to him—Detroit, for his hard-working, tough side; New Orleans, for his fun-loving and free footed side; Los Angeles, for his harsher and yet glamour-loving side; New York, for his rasher, yet risk-taking and artistic side; Austin, which was once his Southern-pride side but he found has grown to more represent his random-bursts-of-non-conformity-and-liberalism-des pite-roots side; Washington DC, for…well, you know. And so on, because no two cities were exactly alike, and while he liked some more than others (much more than others) he loved them all in their own way.

Still, there was just something special about Memphis.

He was a sucker for flashiness, after all, always had been. Walking through those streets lit with the pinks and greens and reds and blues and any other color able to be placed in lightbulb form, the colors dancing in the still-wet pavement and the twangs of a steel guitar filling the starless night, he couldn't keep the smile off his face nor the swing from his step.

"Ain't this awesome, Britain?" America waved his hand vaguely to the city before them, and true to his fashion his companion looks no more than mildly amused if not annoyed, which America took as to mean he just wouldn't admit its awesomeness. Not surprising. Either that, or it was all an act; America knew he had seen him unconsciously tapping his foot to the swing and rock n' roll once or twice, but chose not to call him out on it knowing he would immediately stop.

"If by 'awesome' you mean 'outrageously tacky,' then yes."

"I knew you'd love it."

Britain groaned. "I knew you had a taste for the inordinate, but I didn't know your cities could get this garish." With a smirk, he nodded towards a shiny-haired boy (jelly roll, of course) in a leather jacket, rolling up to a group of giggly girls with their faces painted on. "I really did not expect your love of grease to go as far as to smearing it in your hair."

"Ha. Ha." America rolled his eyes, running his fingers through his own, "My hair isn't even greased right now. And you could afford to get your hair a little less—" he ruffled the other man's hair, "old man-ish."

"Stop it!" Britain snapped and flushed, desperately smoothing his never-will-be-smooth locks and furrowing his equally unruly eyebrows, "y-you can afford to act less like a child." The comment had only elicited a chuckle from America, who once again combed back his gold with his fingers.

"There's nothing wrong with being young at heart, just because you ain't!" America circled him, hips swinging to the banging beat of the Elvis track playing in a nearby restaurant. Britain's face burned even redder. Dang, America thought, he is damn easy to annoy.

"Y-you stop that, there are people around," Britain commanded, refusing to look at him with his monstrous eyebrows practically melding together. The boy rolled his eyes and scooted closer, pressing into the other's personal space.

"I'm used to you having a stick up your ass, old man, but it seems to be particularly jammed up there tonight." America poked his finger on Britain's forehead, smirking. The man's breath hitched and his shoulder's tensed as he shoved America back away from him with a huff. "You're just way too much fun to bug." With a shrug and a jump of his own eyebrows, the younger country spun on his heels and continued down the sidewalk. His companion mumbled something that was either "brat" or "twat" (America decided he preferred "brat") but still followed him without another remark.

As they continued to stroll through the streets, America noticed that Britain retained his usual frown—but it wasn't, or at least didn't seem, to be one of annoyance anymore. Rather, it almost seemed sorrowful.

"Hey dude, why are you moping like—"

"Nothing is wrong." Something was most definitely wrong. And as naïve as Britain may claim him to be, America had the sneaking suspicion he knew what it was.

"Look…" He twirled his tongue in his mouth, trying to piece together just the right words; he didn't need his friend…ally…thing…lashing out at him. "I know you guys are still kind of in tough times, and—"

"Don't patronize me."

"Hey, I'm not trying to! I'm just saying that, I know you're still having troubles from the war—"

"Would you please stop talking?"

"And that your kids have it kind of hard, and mine…well, don't, for the most part, and all…"

"WOULD YOU SHUT IT?"

A few wide-eyed pedestrians stopped to stare at them, and America shrugged them off with a sigh.

"I was just trying to…" he whispered but never finished, choosing instead to stuff his hands into his leather jacket (fitted and smooth black, having replaced his then rather old, worn, but still much beloved bomber jacket) and stare at the ground.

Silence. Then, just above a mumble, Britain spoke.

"Yes, I could be on 'tough times', as you call it, unlike your decadence that my youth enjoy watching on TV for God knows what reason…" He trailed off. Then, so quiet that America could barely hear it and assumed he wasn't supposed to, he whispered with his eyes cast down, "and you love it, don't you?"

More silence. Why would I love it? He wanted to say. Why would I take any pride that I've come farther than you'd ever thought I would? I would never enjoy the fact that I've finally surpassed you. He wanted to say all of those things. But deep down, part of him feared that doing so would make him a liar. Part of him knew, actually.

Finally, he settled on an apology and an elbow to the side, drawing a grunt from Britain and a chuckle from him. "Why don't you just have fun tonight for once in your life, old man? Look around you," he gestured with one hand out to the streets, filled with laughter, dancing and light, "Everyone's happy. Let's join them."

Against all expectations, his companion mumbled, "Fine." Before America could grab his arm and drag him to the nearest club, he quickly added, "But is there anything in this city not obnoxious?"

America thought, genuinely so. What could he show that someone as stuffy as Britain may enjoy? And then, he knew…He knew for sure where he could take him. One of his own personal, favorite spots, because he was capable of quiet contemplation on occasion! He totally was! And because, even though he wasn't quite sure why, he wanted Britain to relax and enjoy himself tonight. Hey, the guy's been through a lot. He deserves it. At least, that's the only explanation he could figure out.

And for that guessed explanation, he grabbed his arm (with an accompanying "Watch it, you git!") and led him down the street, past the clubs, bars, and even twanging bands; past everything he knew Britain expected him to try and force them into, and everything he typically would, for that matter.

Britain followed along, silently but questioningly.

"OK, close your eyes!" America piped, and Britain sputtered.

"W-what? Absolutely not. I am not letting you drag me anywhere that I can't see exactly where I am going."

"You don't know where you're going anyway."

"Exactly."

"Geeze, Britain! You think I'm gonna take you to some back alley and off you?"

"The thought has crossed my mind."

"Wuh…Will you just close your eyes? Please?"

A moment of silence. America looked back, and much to his surprise, his companion had complied. Well, that was a first. He grinned, gripped Britain's arm tighter and dragged him a little faster down the street.

"OK, open."

"It's about damn time. It felt like it was hours that we were walking and I swear boy if you brought me to—oh." Britain's mouth fell open and America could almost jump for joy. He was impressed! He was really truly impressed!

America had brought him to the bank of the Mississippi river. Hard concrete had been replaced with soft sand and patches of green grass, with the city not too far behind him but still able to be partially lost in the black of night. The neon lights, while so bright and so tacky when up close, now stretched and flickered across the black water, mixing like the finest of watercolors. The moon reflected as well, looming on the water and illuminating the skyline of the city. It wasn't quite as strong and bright as New York, but the windows still glowed in the darkness, and there were even some stars visible against the lights and moon. Music drifted barely-hearable in the distance, this time slow, shadowy, and melodic, the singer's voice wafting passionately into the warm summer air, accompanied by the chirping of katydids.

"Neat, huh?"

Britain's eyes softened, and a smile teased at his lips. "It's…very nice."

America gaped. "Whoa, did I just hear—"

"You most certainly did not."

"Nah, that was definitely you complimenting me."

America almost lost his footing when the older nation didn't snap, growl, or shout, but actually really truly chuckled. His face didn't indicate any strong enjoyment, but he said softly, "I suppose you can get something right on occasion." With a blink of realization, he turned to glare distantly at the water's shine. "Though you can't really take credit for the Mississippi River's ability to reflect your awful neon lights."

"Hotdamn." America shook his head and laughed gently, looking to the sky, "You just can't give me a break, can you?"

Britain's eyes slid to him, but his body stayed profiled. "What do you mean by that?"

"Com'n, you know." The younger stepped closer to him, and this time Britain did turn towards him, crossing his arms defiantly. "Always gotta put me down no matter what."

"You do the same to me."

There really wasn't any way he could deny that one, now was there? "…Fine. Got me there. But you do it worse!" America voice rose, unintentionally childishly. "All night you've been trying to keep me at arm's length, practically. Kinda rude, given that I'm showing you around my city."America took one step closer. "What are you afraid of? That my yank-ness will rub off on you?" Britain seemed to take this as a challenge, because he stepped forward too. If it weren't for the height difference, they'd be staring each other right in the eye.

"I'll admit," Britain said coolly, "It's a distinct fear of mine." His eyes betrayed the calmness in his voice, however, when they glanced down and then jumped back up, clearly noticing the declining distance between them.

"You could use it, old man."

"Really boy? Is that what you think?"

"Uh-huh. And Britain?" The younger man smirked, cocking his head.

"What now?"

"If you haven't noticed," America took one last step towards his companion, until their noses were nearly touching, "I ain't a boy anymore." He flashed a grin, wide and confident, keeping his eyes steady on the others' with his eyebrows raised cockily.

Britain paused, mouth open, before casting his eyes away. His bit his lip slightly, and for a moment America thought he had won (odd place to win, it wasn't a particularly biting remark) until finally, Britain's mouth opened again.

"Trust me, I've noticed," he whispered.

America's smile fell into confusion.

What?

From his distance, he could feel Britain let out a breath. The man's gaze quivered. The green in his eyes shone against the neon lights, and he pressed his mouth closed, curling his hands into weak fists. There was a pause in everything; no one moved, the song in the distance had quieted in a rest, and even the chirping of the bugs seemed to have stopped. Britain took a step back and closed his eyes, slowly shaking his head.

"I'm going back to town. I'm tired." He turned to leave.

"N-no, wait." America grabbed his arm, pulling the man back to face him.

Why did he do that?

"What is it?" Britain hissed, glaring at him now…but America could swear there was a tinge of expectancy. The song behind them was regaining strength, smoky notes sliding and strumming into the night. It was as if the air had just gone up a few degrees, and for the first time he noticed the sweat at his hairline. No one spoke; America so wished someone would, but he couldn't string together any words to say. His hands shook; he couldn't read his companion's expression.

What was he supposed to do?

Say something, dammit! America's mind cried, you grabbed him back, say something! He felt stupid, nervous, but he couldn't pinpoint why; his mouth was dry and his ideas gone. Britain waited. Then, the younger did the only thing that popped into his mind.

He kissed him.

He didn't really know what he had been doing. It happened to fast! All he knew was that his lips were then pressed against Britain's, whose body was as tense and stiff as a board. America was pretty sure the other's eyes were wide open without even being able to see them, and he waited for a hard shove back with a loud, furious lecture.

Until a hand tentatively grasped his jacket and pulled him closer, and another was placed at the nape of his neck.

America's thoughts could register for just long enough to figure that he should probably put his own hands somewhere other than locked to his sides. Slowly, he gripped both sides Britain's waist, and when his companion smiled slightly in their kiss he knew he'd approved.

His lips were surprisingly soft…and warm. America's neck tingled where he touched it. It took him a moment to realize that their chests were also pressed together.

Britain was the one to pull away, almost casually, with his hand left in America's jacket. A smile was spread on his lips. America couldn't stop staring at them; he had just kissed them. They had just kissed back. They had…what?

"Well," the older man laughed, but there was a distinctive unease in it, "Took you long enough."

"…What?"

"And still as eloquent as ever."

"I…" America's mouth was dry once more, but now his knees were weak too, "I'm…really not sure what to do now." Might as well be honest, he thought. No matter what, he wasn't going to look dignified.

"I figured as much."

"Do you?"

Britain opened his mouth as if to answer, but no words came out. He guffawed, sighing and rubbing his head. "I have absolutely no idea."

"We're kind of pathetic." America joined him with a snigger of his own, "If it's any help…I liked it." His voice had quieted at the end of the sentence, and his cheeks grew hotter, all while he pleaded with himself not to grow too anxious again.

Britain was struck dumb at that. He nodded in agreement, though it looked like he was trying to conceal a grin. "How about this…" he mused, "You take me down to get a drink. Then, when we're both suitably sloshed enough to let go of our reservations, we'll figure this out."

"Yeah…yeah, that's a good idea," America replied. Britain was more honest when he was drunk. At least, that was what he assumed "sloshed" meant.

"That would be your cue to lead me to the nearest bar."

"Oh! Oh right." America took the lead in front of him. After a thought, he added, "Just as long as you don't start crying on me and do not bring up the damn Revolution."

His companion tsked, giving another roll of his eyes, "I wasn't planning on it. And this is never going to stop between us, is it git?" With a flick of his wrist in a mock salute, the younger shook his head.

"Naw, and I don't think we'd want it to, old man."

He gave a second's thought to taking the other's hand, but decided against it; that would all come in time. "There's a great place just a few blocks from here. I know the girl who sings there, and she can get us free drinks."

When he was sure he could hear Britain following behind him (that guy was never turned away by free drinks), he gave one last smile to himself.

Maybe it was you, maybe it was me, but it sure felt right.

In my personal opinion, the song being sung in the background of their kiss was "Love Will Stand When All Else Falls" from the Broadway musical Memphis. Not really from the 1950s (Neither is "Maybe It Was Memphis", for that matter), but hey, it's the style and that's when the show takes place.

I hope you enjoyed it! This is my first time writing this pairing, so I hope their well IC. Please R&R!