This is, undoubtedly, my fluffiest Oz x Alice fic yet! I mean, if you don't like fluff, you will be utterly sickened by this lol. But if you love fluff, Oz, and Alice, you're reading the right story my friend! Also, I'm so glad I got into Pandora Haerts before I wrote my 100th fanfic so it can be on my first 100 list!

This is my 99th story!!! Enjoy!

Disclaimer: I do not own Pandora Hearts ):

Tickle Fight

Oz stared across the table in astonishment, his mouth hanging open in the shape of an 'O'.

"W-What did you just say, Alice?" he gasped.

"I said I'm not hungry, stupid manservant." She growled, crossing her arms over her chest.

The Contractor and Chain were currently seated at a white-clothed table on the balcony of the Rainsworth's mansion. Oz's plate was nearly cleaned, but Alice's meat was still untouched. Sharon, Break and Gil all looked up from where they stood looking out over the rails of the balcony as they heard Oz's words. There was a baffled moment of silence from the four humans as they stared at the Bloody Rabbit, chin held high with indifference. Gilbert was the first to speak up.

"What?! The Stupid Rabbit is refusing to eat?" he was utterly dumbfounded.

"Shut up, Seaweed Head!" the girl shouted over to him.

"My, my." Break turned around to face her. "This is unusual for B-Rabbit."

"You shut it to, damn clown!" She hissed, prickles of lighting shooting up her spine. "Keep away from me, you creep!" she warned.

"Oh, Alice-san, don't be like that!" Sharon's small voice spoke up as she rushed to Alice's side. "You don't have a fever, do you?" she asked, placing one hand on the annoyed girl's forehead.

"I told you lot, I'm fine!" the Chain huffed, shaking Sharon off and standing up from her seat. "Stop pestering me!" she yowled before whipping around and dashing back into the house. The others stared after her, frozen in shock.

Oz still had not moved from his seat, his mind starting to piece together reasons as to why she would act this way.

"Well that isn't normal." Break spoke up finally.

"He's right." Sharon agreed. "Oz-kun, has there been anything wrong with her lately? She did seem kind of down…" concern filled her voice.

"N-No I'm sure she's fine!" Oz stammered, trying to keep her from worrying. "She just seems a little off since we haven't been able to retrieve any of her memories for a while now. I think that might be troubling her. She'll get over it soon enough, I'm sure." He smiled reassuringly. But his façade did not seem to work on the Rainsworth girl, for her eyes hardened a bit as she locked gazes with him.

"Still, that's plenty reasons to be worried." She stated firmly. "I should say that I haven't seen her eat much for the past few days."

"R-Really?" Oz's eyes widened a bit. "I hadn't noticed…"

"She's been less annoying as well." Gil cut in. "Something's definitely off." He concluded.

"I agree." Break's voice was almost serious for once. "She isn't at the top of her game lately. Perhaps it has something to do with the Will of Abyss?" he suggested.

A small flame of panic flickered inside of Oz, but he quickly doused it.

"No, it's not something as serious as that. I'm sure of it. I think she's just…sad." He finished simply. But the worried looks of his comrades proved that his words obviously did not satisfy them.

"Even so, Oz-kun," Sharon glanced over at him. "I think you should go check on her."

"I intended to." The blonde boy replied, already halfway out of his seat. He gave them all a reassuring nod before turning away and rushing off after his partner.

He assumed he knew where she was headed off through the hallways until he finally reached the room she had been staying in while in the Rainsworth's housing. He halted outside her closed door and knocked once lightly with his knuckles. "Alice?" he called out softly.

There was no reply, yet he knew she was inside, so he slowly pushed the door open.

He expected to see her curled up on her bed or gazing out the window and was taken by surprise when he found her standing right in front of him.

"Who said you could come in, you stupid manservant?" she barked, putting her hands on her hips in her irritation.

"S-Sorry. I just wanted to see if you were okay." He explained, stepping into the room and shutting the door behind him.

"Idiot! Weren't you listening before? I said I'm fine." She grumbled, turning her back to him, her arms crossing over her chest once more. Then she sighed. "I swear you act like I'm dying or something just because I'm not hungry…" she mumbled.

"Well I just didn't want to leave you alone." He said. "You know some rabbits die from loneliness." He told her gently.

"And that's supposed to make me feel better?" she huffed.

"…I guess you have a point there." He chuckled lightly. She snorted, flicking one hand over her shoulder and sending her hair cascading into the air like an onyx waterfall before she stalked over to her bed. She sat down and crossed her legs, a pout on her face.

"Just go." She murmured. "I want to be alone right now."

Oz stayed where he was and blinked at her once before ignoring her order completely and walking over to the bed and sitting beside her.

"Don't lie." He said quietly. "No you don't." He stated heard a second sigh escape her lips and she pulled her legs up to her chest, wrapping her arms around them and, resting her chin on her knees.

A calm moment of silence drifted between them and Oz reflected and realized that he had not seen her smile, not even that omnipotent-B-Rabbit smirk, for the past several days. He missed her smile, and was determined to see it again.

But he remained silent for the moment, waiting for her to say something, but it seemed as though that was not happening. So Oz spoke up first.

"I'm sorry we haven't been able to find any of your memory fragments lately." He said softly. The way her shoulders gave a tiny shrug confirmed his thoughts that that had been what was troubling her.

"Why are you apologizing? It's not your fault." She murmured.

"And it's not yours either." He added. "So why are you beating yourself up over this?" though his words were a bit harsh, they were laced with concern and caring.

"I don't know." She exhaled. "I've just been thinking that all this might be completely hopeless." Oz saw the downcast look in her cobalt eyes in thinking that all her efforts up until this point had been utterly fruitless.

"You know that's not true." He told her firmly. She lifted her head to look up at him, expecting an annoyed expression. But instead his lips were curved upward into a smile and his emerald eyes were soft. "We can't give up just yet, Alice. We've still got to find out the reasons why we were born." He reminded her. "You and me both."The boy made a fist with one hand and reached over to her. "We're comrades, remember?" he asked, holding the back of his fist up expectantly.

She hesitated, but finally, Alice balled her fingers up as well and bumped the back of her fist against his, a light shade of pink on her cheeks. Oz beamed at her, expecting her to reflect the smile, even if just a little bit, but her face remained dejected, her eyes refused to meet his anymore.

The young duke's smile faded like the rays of sun below the horizon. He sighed and raked his thoughts for other methods he could use to cheer her up somehow, yet could think of nothing at all in the end. Sharon's fretful words came back to mind just then. "Alice, you're not feeling sick are you?"

"No." she answered just a bit too quickly, which roused his suspicions even more.

"Alice." His voice grew sterner now, his tone telling her that he could see through her pretenses. "Come on. You're not even hungry? Sharon-chan says you haven't eaten for the past couple days."

"That girl's just over-exaggerating." She snorted. "There was never much to eat back in Abyss and I didn't waste away into nothing, now did I?"

"But still," Oz went on earnestly. "That's the thing, Alice. You're not in Abyss anymore. So if you're feeling sick or something, you should let me know so I can help. Because I can. You're not alone anymore, Alice. I'll take care of you. I am your loyal manservant after all!" he ended with a laugh, yet his Chain remained silent. "Here, let me feel your temperature. You look flushed." He reached over and placed the back of his hand on her forehead. He frowned as he tried to decipher whether or not she felt hot. "Hm. I can't really tell, but I think you're okay." He concluded.

"Of course I'm okay, idiot! That's what I've been telling you this whole time!" She pushed his hand away and held her tongue for a few seconds before she decided to speak up again. "My stomach just feels empty, but I don't feel like eating. I don't get it!" she wailed.

"Yeah. That's happened to me before too, and now I think I know why." He sympathized with a nod. "It's probably because of your mood."

"My mood?"

"Yeah." Oz saw his chance to finally get her to smile. "If you're not feeling well, your body shuts down a bit. But if it's just a normal day and everything's normal, you should be fine."

Yet his efforts only seemed to puzzle her further.

"So what are you saying I should do?" she asked him, as though knowing he had an obvious answer but was completely avoiding it to purposely get on her nerves.

"Just…lighten up a bit." He tried to explain. "Smile."

"How could I just randomly do something like that? Stupid manservant…" she scoffed.

"I'm glad you asked." A devious smirk formed on his lips and Alice blinked, surprised to see him with such an expression. He moved closer to her and she leaned back, a weird feeling bubbling up inside of her at seeing his wide smirk.

"O-Oi, Oz. What are you doing…?" she stammered, a grain of panic rising in the pit of her stomach.

"Alice…" he was now so close that her back was forced against the blankets on the bed and she was lying down fully. All sense and will to fight seemed to be drained away from her body and she went limp.

That is until he finished his sentence. "Tickle fight!"

"…Eh?" The puzzled girl stared up at him with eyes that said 'are you kidding me?'. "Oz, what's a ti-"

She cut off as his hands shot forward and he began moving his fingers up her side. Alice gasped as an odd feeling slithered through her body, a sensation almost like she had felt with grass brushing up against her bare skin, only much more intense.

As Oz continued his assault, Alice lost all control over her body as she curled up into a ball, crossing her arms over her chest to hold her sides in an attempt to shield them. But Oz was too skilled at this sort of fight, and he quickly found her weak spots and went on tickling her.

Alice could not contain herself any longer and she burst out into hysterical laughter. Oz joined in as he poked her sides and stomach and she kept trying to roll away from him to no avail. She kicked out instinctively, thrashing and trying to get away from him but failed. Oz was now thoroughly enjoying the sounds of her laughter and the smile on her face and he did not let up.

The girl flipped over onto her stomach, trying to catch her breath, but Oz went on, ruthlessly wiggling his fingers along her sides as she kept trying to roll away and fend him off. She wound up turning over again to lie on her back, once more exposing her stomach and Oz went right in on the attack. Her laughter became higher-pitched giggles as she got shorter and shorter on her air supply, still wriggling madly like a fish out of water, desperately gulping in air.

"Oz-!" she attempted to cry out but she chocked on her oxygen and it wound up as somewhat of a yelp and she was forced to try again. "Oz! S-Stop!" she laughed insanely. Her eyes were squeezed shut tightly, yet somehow tears were still forming at the corners and she just laughed harder and Oz ignored her pleas for mercy.

After another moment of torture, her grip on her sides loosened and her arms went limp, giving up all efforts to defend herself, still giggling crazily. Oz was persistent and took advantage of her revealed stomach, still chuckling to himself. Her feeble tries to protect her exposed weaknesses were amusing to him and he loved the smile on her face too much to stop now. She kicked out again as his fingertips ran over her ribcage and she rolled onto her side, her back facing him.

Finally, Oz ceased his assaults on the poor, unsuspecting girl, stopping the movements of his fingers.

"Alright." He chuckled. "I'm done." He reached one hand to lie on her shoulder and he pulled her back towards him until she was lying flat-out on her back once more. She was panting wildly, like a half-drowned dog, small giggles still slipping past her lips from time to time. Oz flopped down on his side next to her so that he faced her direction, resting his hands on top of her stomach as his smile widened.

The blankets around them were ruffled and their ankles dangled off the side of her bed, the atmosphere of the room still resounding with laughter as the clamor finally began to die down.

Alice was still gasping madly even after a few moments of recuperation, the smile still on her face. She finally opened up her teary, cobalt eyes to stare up at the ceiling, her chest heaving as she inhaled deeply. Her heartbeat was louder than ever as it pounded in her temples, and the way Oz smirked with enjoyment made her wonder if he could hear it.

The emerald-eyed boy let his eyes close for a brief moment, feeling his hands rise and fall along with Alice's stomach. He assumed she had never been in that sort of predicament before, and that the 100 silent years she suffered in Abyss must be part of the reason why it was taking her so long to recover.

At last, her breathing began to slow down and become less frantic, and he felt as her chest trembled with one last huge exhale. "See?" Oz chortled. "I have ways of making you smile." He said triumphantly, sliding his hands off of her stomach to rest on the bed. "I'm actually kind of surprised you didn't fight back." There was a bit of a challenge in his smile.

She took in two more gulps of air before pushing herself up onto her elbows to face her Contractor.

"Oh yeah?" she retorted with a smirk of her own, her eyes narrowing.

She quickly flung herself forward at him but Oz was prepared, having already had much experience with winning tickle fights many years ago with Gil and Ada. He caught her outstretched arms in his hands and stopped her attack perfectly. Alice's eyes widened in shock as he surged upward and overtook her, flipping her over onto the other side of the bed, pinning her down by the wrists.

"Nice try, Alice. But no way are you beating me."

She gasped as he released her wrists and poked both of her sides simultaneously, giving her a jumpstart that made her heart skip a beat. She started to laugh again, curling up and clutching her sides, making it an easy win for the boy.

He was a bit more merciful this time and only tormented her for a few moments before he let her catch her breath and lay down beside her again.

But Alice was not going down without a fight this time.

Just as he let his guard down in thinking he had won, one hand shot out from her side and she managed to land a blow on his stomach. Oz burst out into laughter and quickly grabbed her wrist to keep her from moving anymore. Alice wore a small smirk and Oz gave her an approving nod as they both relaxed and caught their breath. "You learn quickly!" He complimented.

"Good." She wheezed. "One day…I'll get you when you least expect it." She vowed.

"I'll be ready." He promised.

They were silent a moment longer, the room filled with their fluctuating rasps.

"Neh…Oz…" Alice puffed.

"What is it?" he asked, squeezing her hand a bit tighter.

"You were right." She admitted. "Now I'm hungry."

A/N: Well was that cute or what??

Thanks for reading fanfic number 99!

Please review!!