Little Noodle walked down the dark halls of Kong. It was really late...she didn't know what time it was... but that was okay, she couldn't sleep anyway. She walked down the hall to Russel's room and quietly opened the door and peaked inside. Russel was laying in bed knocked out sleeping, letting out a bit of a loud and funny snore. Noodle giggled quietly at the funny noise he was making and slowly closed the door. She didn't want to wake up Russel, so she continued down the hall. She walked past Murdoc's room and heard some noise coming from the door. She walked back and put her ear to the door. She could hear some loud rock music playing on the radio.

"C'mon baby gimme some of that shuga'!"

Noodle's eyes widened as she heard Murdoc laugh seductively and a woman laughing in the background...wait...women...meaning more than one.

"Ohhh Murdoc you bad boy!" one of the women squealed.

Noodle quickly backed away from the door and continued walking down the hallway. She made her way downstairs to the kitchen. She opened the fridge and grabbed a jar of pickles and attempted to open them, struggling in the process, as the lid was on too tight for her little hands. Meanwhile somebody was making their way into the kitchen as well.

2D walked into the dark kitchen and grabbed a glass from the counter of messy dishes. He examined the glass and wiped it off with his shirt. He had headphones around his neck and was singly softly along to the music playing off his CD player. He went to the sink and got some water for himself. He turned around and saw little Noodle by the open fridge.

"Shit!" 2D jumped, startled at Noodle and dropping his glass.

"Eeep!" Noodle dropped the pickle jar, also startled at the sudden appearance of 2D. Both the jar and glass broke on contact with the floor and 2D shakily flicked on the lights. Noodle stood staring down at the broken jar at her feet as pickle juice seeped through her pink fluffy slippers. She looked up at 2D, looking like she was going to cry.

"Oh! S'jus' yew!" 2D sighed with relief, holding his chest. "Yew gave me a fright ya' know?"

A few tears streamed down Noodle's face; she was still shaken up.

"Whoa whoa!" 2D quickly went over to her and knelt down, careful not to step in the glass. "Ey, don' cry! It's awright, yew didn't do nofink...ummm..." 2D picked her up and sat her on the counter. He then removed her slippers and tossed them in the sink. Noodle cocked her head and gave him a funny look. 2D then began to clean up the glass and spilled liquids. After he was just about done cleaning, he heard some shuffling beside him. It was Noodle rummaging through the pantry.

"Ey...whad'ya doin'?"

Noodle pulled out a small box and held in up to 2D.

"Hm?" 2D looked at the box and saw it was a box of instant chocolate pudding mix.

"Wait, yew wan' this? Now? It's 2 o' clock in tha' mornin' yew know?"

Noodle just stared back at him and nodded.

"Ehhh..." 2D scratched the back of his head. He really didn't' feel like making chocolate pudding at 2 am...but she looked so...sweet. He sighed heavily.

"Ugh...okay fine." he stood up and dug a mixing bowl out of the mess and began reading the directions.

"Jus' add milk...'kay..." he went to get milk from the fridge, but Noodle was already carrying the milk over to the counter. She handed the carton up to 2D and pulled a bar stool over to the counter. She climbed onto the stool and started to pour the milk into the pudding mix. She then picked up the whisk and began stirring, a little too hard at first, causing mix to get all over the counter. 2D couldn't help but chuckle at this. He shook his head and put his hand over Noodle's.

"Ere, not so hard I fink." he helped Noodle stir the pudding until it was well mixed in with the milk. Noodle let out a big grin and looked up at 2D.

"Mm' kay...so like we have ta' let it sit in tha' fridge for 15 minutes I fink." 2D read the instructions on the box. He looked back at Noodle who was sitting on the stool and licking the pudding mix off of the whisk. She saw he was looking at her and held the whisk out to him.

"Taste?" she said in her thick Japanese accent.

"Oh, uh, nah, I'm okay." 2D put up his hands and smiled.

"Taste!" Noodle kept holding the whisk out.

"Uh, okay then..." 2D stuck his head out and took a small lick of the mix. Noodle smiled big again.

"Yum yum?" she asked.

2D gave her a thumbs up.

"S'not bad actually." he picked up the bowl and set it on a shelf in the refrigerator. Noodle licked the whisk completely clean before hopping down from the stool. 2D took the whisk and tossed it in the sink and then looked down at Noodle. Even though she was ten, she seemed very small for her age...or maybe he was just really tall. He glanced to the side and noticed that there was still some class on the floor. He sighed and knelt down to clean up the remaining glass. As he picked up the last few pieces, he cut his finger on one.

"Shit!" he said under his breath as his finger began to bleed. Noodle looked over at him.

"Ouch?" she asked.

2D ignored her and went over to the cabinet to pull out a box of band aids. He rinsed off the small cut in the sink and put a band aid over it. He then felt a tug on his pants. He looked down and saw Noodle, bugging him yet again. This was getting a bit irritating...he wasn't used to all this babysitting after all.

He knelt down.

"Wha' is it now?" he asked.

Noodle took his hand and kissed his injured finger.

2D couldn't help but smile shyly at this completely adorable gesture.

"Fanks there." he said and patted her head. "I'm feelin' much betta' now." he lied.

Noodle smiled, happy to know she helped.

After another ten minutes, 2D scooped some chocolate pudding into a small bowl for Noodle of which she scarfed down with a glass of milk.

"Huh, yew was hungry huh?" he asked.

She nodded.

He was sometimes amazed at her...she couldn't speak much English but could somehow understand almost everything he was saying.

"Eh, I can't sleep when I'm hungry eitha'...sometimes I gotta get a lil' midnight snack too." he smiled.

Noodle continued to eat the pudding until it was all gone. After her little snack she looked at 2D.

"Yew ready ta' go back ta' bed yet? It's too late fer' yew ta' be up."

Noodle didn't respond...maybe she didn't understand.

"C'mon." 2D stood up and stretched. "Time ta' get yew back ta' bed."

Noodle hopped down from the stool and took 2D's hand. 2D walked her back to her bedroom and watched her climb into bed.

"Yew awright now?" he asked.

Noodle nodded and snuggled into the covers.

"Kay' then...well...g'night Noodle."

"Oyasumi Toochi..." Noodle turned over in her bed.

2D quietly closed her door and made his way to the bathroom. He unzipped his jeans and began to take a leak at the toilet. He was starting to feel a bit tired and was probably going to catch some z's in a minute or two.

He suddenly heard a small cough behind him. He looked over his shoulder and saw Noodle in the bathroom doorway.

"Wha' tha'?" 2D quickly stuck his dick back into his pants and flushed the toilet. He turned back around and quickly walked over to Noodle.

"Whad'yew doin'?" he was a bit aggravated that she just walked into the bathroom like that. "Yew can't jus' walk into tha' loo like tha'! I mean...geez, yew didn't see nofink right?"

Noodle just cocked her head and stared at him, a little confused by his rant.

"Wha's wrong?" he asked. "Yew gotta go?"

Noodle nodded her head no and held up a book she was holding. He looked at the book.

"Bedtime Stories n' Fairy Tales?"

Noodle smiled.

2D shook his head.

"No. Yew gotta go ta' bed an' I'm beat. No stories." 2D walked past her and to his room. Noodle only followed him.

"Ey, c'mon I said no." 2D ran his hand through his hair. Noodle only walked past him and into his room.

"Wha'? Ey...wait! Noodle c'mon..."

Noodle climbed onto 2D's bed and made herself comfortable.

"Read time?" Noodle held up the book, looking innocently cute in her purple monkey pajamas.

2D sighed heavily.

"If I read ta' yew, will yew PLEASE go ta' sleep?" he asked.

Noodle nodded eagerly.

"Hai!"

2D sighed again.

"Fine, fine..." he walked over to his bed as Noodle squealed with excitement. 2D sat on the bed and thumbed through the book.

"Kay'...les'see...ah, I r'member this one...Lil' Red Ridin' Hood..." 2D began to read the story out loud to Noodle, reading not one, but almost all of the stories in the book. Half an hour went by as Noodle laid on her stomach and watched 2D walk around the room, somewhat acting out the stories.

"So then Jacks' kinda screwed, cuz' when he climbs up tha' bean stalk he's in the giant's land and shit." 2D explained. Noodle smiled and nodded and 2D kept reading.

"Then Jack 'eard a LOUD voice and saw tha' giant." 2D started to stomp over to Noodle.

"Fi, fye, fo, fum! I smell tha' blood of an Englishman!" 2D said in a deepened voice. Noodle laughed and started to back away from 2D, but he scooped her up and flipped her over his shoulder and spun her around.

"RARRR!" 2D spun her around some more.

"Aiii! Toochiiii!" she laughed adorably in a high pitched voice as he set her back down on the bed. Noodle nearly fell over from being so dizzy, making her laugh even more. 2D continued with the story of Jack and the Beanstalk, leaving Noodle eager for even more stories. Another 20 minutes went by and Noodle was soon snuggled up against 2D as he continued to read the last story in the book.

"So tha' prince found Cinderella cuz' her foot fit in tha' slippa' right?" he explained. "Then they got married and stuff and lived 'appily eva' afta'." he closed the book and yawned. He looked at the clock. 3:45 am. Well that went longer then he had planned. He looked down at Noodle who was snuggled up against him.

"Ey...Noodle? Yew should prob'ly get ta' bed now."

Noodle made no response.

"Noodle?" 2D gently nudged her.

Still no response.

He heard soft breathing from her and noticed her eyes were closed. She was fast asleep. He scratched the back of his head; so the reading did help. He carefully lifted Noodle from his lap as he stood up and stretched. He then gently scooped up Noodle in his arms as she snuggled against him, making soft little noises in her sleep.

2D carried her across the hall and into her bedroom where he placed her in her bed and tucked her in. Before he got up to leave, Noodle gently grabbed his arm.

"Toochi...?" she asked very sleepily.

"Huh? Wha' is it?" he asked.

Noodle sat up slightly and gave him a kiss on the cheek, causing him to blush.

"Oyasumi...Toochi..." she said sounding very tired. She then snuggled up to her pillows and stuffed animals and quickly started snoring quietly again. 2D couldn't help but let out a small smile. He patted Noodle softly on the head and stood up. He left her room and quietly closed the door.

"She's a sweet kid..." he said to himself before heading back to his room.

"There's the people you've known forever, who know you in this way that other people can't. Because they've seen you change...they've let you change..."

2D felt a small nudge at his shoulder.

"Mmm..." 2D slightly moaned as he sleepily opened his eyes and saw the digital alarm clock. 3:00 am.

He turned over to see Noodle leaning over above him. She was wearing one of his old t-shirts he let her keep and a short pair of sleep shorts.

"Noodle...? Was' wrong?" he asked while rubbing his eyes.

"Can't sleep." she said and shrugged.

"Kay'..." 2D slowly sat up and stretched. "So wha's tha' prob'lem?"

"I don't know, I just can sleep...I was thinking about...well, how about we make some chocolate pudding?"

2D scratched his head, a little confused at first...then the memory quickly came back to him.

"Really?" he chuckled. "It's 3 in the mornin'."

"Yeah well..." was all she said before shrugging again.

"Awright awright, I'm up...gettin' up." he stretched again and grabbed a t-shirt off the floor. He pulled the shirt over his chest and Noodle took his hand, causing him to blush only slightly.

"Choc'late puddin' huh? S'been a while since we made that at this hour huh?" he chuckled.

"Yeah, ten years...or something like that." she laughed.

The two made their way down the stairs of the Gorillaz' new home on 212 Wobble Street in London. They entered the kitchen and Noodle began to rummage around in the cabinets.

"Oh, I know we have a box...somewhere..."

2D found a mixing bowl and took out a carton of milk.

"Ah! Found it! And it's still good!" Noodle held up the box of instant chocolate pudding mix.

"And 'ey, jus' enough milk left." 2D shook the milk carton. Noodle began to dump the mix in as 2D poured in the milk, slightly splashing a small amount onto the counter. Noodle mixed the pudding for a few minutes and then set it on the fridge. She licked the whisk she used to mix it.

"Mmm..." she held it out to 2D. "Want to taste?" she asked and smiled.

2D shrugged, "Yeah, okay."

He took a small lick before handing it back to her.

"Pretty good eh?" she asked.

"Yeah, yer' quite tha' chef." 2D joked.

She playfully nudged him.

2D lit up a cigarette and took a drag.

"Can you spare a square?" Noodle asked with a sweet look on her face.

"It's meh' las' one ya know." he tossed her the pack of smokes.

"Aw, thank you anyway." she put the cigarette in her mouth. "You got a light for me?"

2D flicked his lighter and lit up Noodle's cigarette as she puffed and blew out the smoke.

"Thank you Toochi." she smiled.

"Yeah no prob'lem sweets."

"You look tired." Noodle couldn't help but notice the small dark circles under 2D's eyes.

"Ah...nah I'm fine."

"You have sleepys under your eyes."

"I'm jus' old."

"You are not old!"

"Nah, I'm old."

Noodle playfully nudged him again. "You."

"No, you." 2D nudged her back as they both laughed.

"So can we snuggle and read fairy tales to me?" Noodle asked.

2D blushed.

"Why...? You wanna?"

Noodle laughed.

"You're silly."

"I beg ta' differ love." he rolled his eyes.

Noodle shook her head and smiled.

"Hey I think the pudding's done." 2D looked at the clock and Noodle walked over to the fridge and took out the bowl.

"Yep, nice and thick!" Noodle set down the bowl and took two spoons out of a kitchen drawer. "Here." she handed one to 2D.

"Ey, how come yew get tha' blue one?" he whined.

"Thirty-three and you are still such a baby." Noodle shook her head and handed him the blue spoon.

"I ain't a baby..."

"Should I feed you like a baby? Here comes the trainnn!" she moved her spoon near his mouth.

"Noodle, quit it!" 2D gently pushed her hand away but couldn't help laughing. Noodle hopped up onto the kitchen counter and began snacking. After a few quiet moments of just eating pudding, Noodle wiped her mouth with a napkin and looked at 2D.

2D noticed she was looking at him and he put down his spoon.

"...Wha'?" he asked.

"Come here." she said.

2D gave her a look, but then took a few steps closer to her.

"Whas' up Miss Noodle Oodle?" he asked playfully.

Noodle leaned forward and gently kissed 2D on the cheek for at least 5 seconds. 2D's face went hot and his heart sort of skipped a beat.

"Thank you...for your friendship all these years." she said very softly.

"Ey...s'no problem..." he said quietly, still a little taken aback from her kiss.

"You're...my best friend Toochi...you know that right?"

2D locked eyes with her. They were so pretty up close...very green.

"Yeah...yer' my bes' frien' too Noods..."

She smiled sweetly at him.

Her smile was so sweet and tender...it was like she was looking into his soul. He couldn't take his eyes off of her.

"...Why are you staring at me like that?" Noodle asked sweetly.

"Um, I-I'm...I mean I'm not..."

"What? You want to kiss me or something?" Noodle teased.

2D blushed madly.

"C'mon, shaddup Noods..." 2D nervously scratched the back of his head.

"Well if you wanted to kiss me just say so!" she teased him even more.

2D put his hand out and gently touched Noodle's cheek. She blushed at his touch and looked at him.

"2D...what are you...?"

2D leaned in and gently put his lips to Noodle's. Noodle just sat on the counter as he planted one on her. She was a bit taken aback at 2D's move...she never expected him to really kiss her...

2D took his mouth away and looked at her, but quickly blushed and looked at the floor.

Noodle saw this and felt her face getting somewhat hot. It was probably as red as a strawberry. 2D nervously shifted his weight onto his left leg.

"You...taste like chocolate pudding." was all Noodle said.

2D blushed even more.

"Well you also taste like chocolate pudding, miss."

Noodle shook her head and let out a small chuckle.

"Noodle...I-" 2D stuttered.

Before 2D could finish his sentence, Noodle went in for another kiss. 2D closed his eyes and gave into her kiss, gently kissing her back.

They broke apart, their faces still very close.

"Noodle..?"

"What...is it 2D?"

"I fink I...I fink I might love yew..." 2D nearly whispered.

"...I know..."

"Mmm..." 2D blushed with embarrassment.

"Me too...I might love you too..." Noodle put her forehead against 2D's and kissed his nose.

"For reals?" 2D asked.

"For reals." Noodle wrapped her arms around 2D in a hug as he kissed her mouth gently again and again.

"I'm happy I'm here...with you..." she said softly.

"Me too..." 2D kept kissing her. "Me too."

"I love you not only for what you are, but for what I am when I am with you."

-Roy Croft