"Ugh. Not again." Soul groaned as he stared at the blank piece of paper in front of him in frustration. He was having trouble coming up with ideas for a piece to do next. He ran a hand through his messy silver hair, making it stand on end before smoothing it down again. He sighed "I gotta get out of here. Some fresh air would do me good." He thought for a moment, then it hit him, "I know! I'll go to the beach. Maka and Blair said something about that earlier today." Soul stood up from his desk in the studio and went down the hall to his room, to change into something that wasn't completely spattered with paint. "Maybe a swimsuit, too. Just to be safe." he thought, and pulled on a pair of Black swim trunks. Over that he wore a pair of dark jeans and an orange t-shirt. Then he went downstairs, grabbing his black windbreaker, and out of habit, a leather satchel filled with watercolor supplies.

He Locked the door behind him, making his way to the bus stop three blocks away. He was just in time to catch a ride to the shoreline. Soul stared out the window, watching fall colors zip past. Normally he would b entranced by them, but now they just reminded him why he had left the house. He usually loved painting, but he hated it when he got a brain block. He could still play the piano of course, but he felt more comfortable putting brush to paper than pressing ivory keys. Art, unlike music, allowed him to express himself without indulging in childhood memories.

Before he knew it, they had arrived. He got out to the clamor of waves and a view of high sea cliffs to the right, overlooking a pale sand beach. He walked down a long staircase leading to the dunes below. Once at the bottom, he began to walk along a small strip of sand that followed the line of the cliffs, passing other people and barely taking in his surroundings. He knew where Maka would be. When the sand ended, and he had almost reached the end of the cliffs, he paused. After looking to make sure no one was coming, Soul slipped through a small fissure in the rock. After awhile the passage widened a bit, then opened onto their little paradise.

It was a small cove, unknown to the people on the outside. It was only about 75 feet around, with sandy beach on the edges, and no one knew about it except Soul and seven of his friends. A huge dune formed a stair to a cave, part way up the cliff face, where the teens could store their stuff. Below the entrance was a lone willow tree. Soul now looked at his friends. Only four were there; Black Star, Tsubaki, and his two roommates, Maka and Blair. Maka was in the surf up to her knees, laughing with Tsubaki. She was wearing Tan shorts that showed off her smooth pale legs, along with a spaghetti strap tank-top that shimmered with all the blues of the sea. She turned around noticing Soul's arrival and waved. "Hey Soul, I thought you were sulking in the Studio today." The Albino rolled his Eyes at her. "Nah, I got bored, so I decided to come." He said, while setting down his satchel and stripping down to his swim trunks. After putting his clothes in a pile, he sprinted down the dune and into the water, catching Black Star in a flying tackle. After recovering his breath, Black Star counter attacked and nothing could be seen but a blur of blue and silver hair clashing in the surf, and the three girls laughing their asses off. The company wrestled and splashed around for a couple of hours, then stopped for a late lunch.

After a hearty meal of salmon, rotisserie chicken, and buttered rolls (Blair could always be relied upon to pack a big lunch), the team split up to do their own thing. Black Star was jumping off the rocks into the water, Blair went snorkeling, Tsubaki was combing the sand for shells and sea glass, Maka was listening to her music in the shade of the willow tree, and Soul was kneeling next to her, watching all this with a bored expression on his face.

The Boy's ruby eyes flicked over to his friend. Maka was absorbed in her music so she didn't notice him. Her own green eyes were staring out at the water. Her sandy blonde hair was put up in pigtails as usual, and occasionally a breeze would come through and flutter her hair like flags in the wind. The fabric of her shirt appeared to be a cross between silk, satin, and gossamer. It flickered with bright points of light in the broken shade of the tree. And it was right then, the tree above throwing dappled light across Maka's face, that Soul experienced a stroke of inspiration.

He grabbed a pad of watercolor paper and a pencil and started to sketch. The scene began to take shape in quick, deliberate, pencil strokes. He drew it all; the willow tree behind them, the line of the sea cliffs surrounding this beach, and the ocean horizon complete with the light, puffy clouds that drifted through the sky. He was absorbed in details- how her hands folded in her lap, the way her brows scrunched in thought, the tilt of her head- all while keeping it an outline.

When he finished with this, Soul moved on to his paints, trading the pencil for a brush. He started with giving a light wash of color to the cliffs, Maka's skin and clothes, the tree, the ocean and the sky. Removing another paint brush, he began to fill in other colors as the washes where drying; emerald green to the leaves and Maka's eyes, aqua blue to her shirt and to the sea, and a pale tan for the rocky cliffs and the sands below. He was so absorbed in his work that he didn't realize that the girl beside him had shifted and was watching him now. And so she observed as Soul worked on his new master piece, adding salt and filling in details with a fine brush and a pen.

Eventually the light started to grow dim and Soul looked up, to see Maka gazing at him. He froze and his face flushed with embarrassment. "M-maka! I-I'm sorry I should have asked you first. I-"He stopped. Maka had gotten up from her boulder and was now kneeling by his side and looking over at the painting in his lap. The blush on his face wouldn't fade and her being so close wasn't helping matters. He felt the smooth skin of her leg pressing against his. She had one arm draped across his back and this close, her hair smelled like the sea.

Soul's gaze flickered over his friend's face, gauging her reaction. "I'm sorry" he murmured. She looked up at him and smiled. "For what?" she said, punching a surprised looking Soul in the arm. "I don't mind. You were only painting after all. Besides, I think it's one of the best pieces you've ever done." Maka then shifted so her head was resting on his shoulder. He looked down shyly. "You're not angry that I used you for a model?" Soul asked. She closed her eyes and replied, "As long as you're happy with what you do, I couldn't care less." The pair sat there, side by side, watching the sun sink in the sky. Soul wrapped his own arm around her, gently pressing his lips to her forehead and then resting his cheek on the top of her head.

"Thank you, Maka" he said as the setting sun painted the sky, signifying the end of the day.