Disclaimer: I own nothing. Well, except for a very strategically placed pile of books...

Soundtrack: I recomened listening to Sunrise by Norah Jones for the first bit and Good Morning Beautiful by Steve Holy for the second bit.

Looks Like Morning in Your Eyes.

Kate Wetherall prided herself on being fearless. Fearless that is, with the exception of one, very large, fear. Abandonment.

She thought she hid it very well, no one had ever guessed. Not even Milligan. Part of why it was so easy for her to hide was because it was a part-time fear. When she was surrounded by people who cared about her, it was okay. She supposed that was part of why she'd convinced Milligan to hire Moocho: so there'd always be someone around to keep her company.

So it was to her great annoyance that at two a.m., she was still wide awake and her fear was nipping at the back of her mind.

Mr. Benedict had taken Constance on a long weekend with Number Two--or Pencilla, as Kate liked to call her when she wanted something-- and Rhonda; to celebrate nothing in particular and try to get them all into a family unit.

Across the street, the Washington's house would be empty. Mrs. Washington had some sort of medical test a few towns over, and Mr. Washington had insisted Sticky go and spend the weekend with them so as not to bother Miss. Perumal's mother anymore then necessary.

Miss. Perumal herself had been pushed into taking a weekend vacation at a spy. At first, she had put up a fight. Saying that with everyone gone, there would be much to do and she couldn't leave. In the end however, her mother and Reynie had convinced her that they could take care of themselves for two days and she needed the rest.

Milligan himself had taken Moocho and driven away that morning saying that he'd be back early the next day. Why and where they'd gone, Kate had no idea.

That left Reynie and Mrs. Perumal on the first floor and her alone in the basement. And Kate was very much starting to realize that upstairs and it's two inhabitants seemed much farther away at two in the morning then they had when she had gone to bed at ten.

Of course, she had no one to blame but herself for being alone. Reynie had offered to drag his sleeping-bag out of the hall closet and hers out of the basement one and they could both sleep in the upstairs living room. But she'd declined. Why? Because she thought it would rather strange to have them both alone sleeping on the floor together. Now, she wished she'd taken him up on the offer.

This is all Milligan's fault! She savagely screamed in her head. It hardly seemed fair, blaming Milligan for abandoning her when he had no choice in the matter. But it seemed better then blaming her dead mother, so Kate went with it.

Getting up out of her bed, Kate went and stood at her window.

The view wasn't the best. It was the basement after all. During the day, she could see grass and people's feet when they walked by. Currently however, all she could see was the puddle of rainwater gathering at the sill.

Kate shivered as a particularly strong gust of wind rattled the window pane and slipped in between the glass and the sill and infiltrated into her already chilly room.

It was very cold for November, and the wind and rain wasn't helping. Living in the basement of an old house didn't help much either. But Kate rather preferred the drafty old house--even the basement--and seeing her friends every day to living in a farmhouse where she almost never saw them.

There was a sudden crack of thunder and Kate jumped; hitting her head on the overhanging light and sending it swinging wildly.

As the rain poured down with renewed vigor, and the thunder snapped, lighting split the sky, and the lamp sent the shadows in her room on a crazy dance, Kate stood frozen in place by the window.

It wasn't that any of those things scared her, but they weren't helping her abandonment issue. Instead, they were making her wish Milligan was in the next room, or even Constance was reciting insulting poetry beside her.

Finally, after having been intimidated by nature enough for one night, Kate threw her half formed scruples to the wind and scrambled out of her room and upstairs to Reynie's.

It wasn't much better there either. It was a bit lighter, and not quite as quiet--Mrs. Perumal talked and snored a bit in her sleep. But it was still very cold and rather lonely.

When she walked closer to his bed, to see if by any chance, Reynie wasn't asleep, Kate had to suppress a yell. She'd never really looked at Reynie asleep before, and he looked dead.

Kate stared at Reynie's lifeless looking body and wondered if she should pinch him.

It seemed rather rude to pinch him. After all, if he wasn't dead--and she sincerely hoped he wasn't--then he'd wake up and think she was a raving lunatic. Slapping him had the same consequences, as did beating him with a pillow.

After a few minutes of pointless thinking, Kate leaned across the bed and pressed her palm up against his forehead. He didn't feel dead. But then, she had never felt a dead person before.

Another couple of minutes went by as Kate brooded on whether Reynie was dead or not and what she would do with his body if he was dead. She couldn't think of anything pleasant to do with a corpse, and so left off thinking about it.

After considerable thought, Kate hopped up onto Reynie's bed and scouted herself as close to him as she could with out touching him. She then carefully lowered her head to his chest and listened for a heartbeat.

It was very slow and very quiet. Kate wondered if that was because he was dying, he was in a very deep sleep, or simple because she was frightened that he was dying.

Decided standard medical procedure wasn't getting her anywhere, Kate sat up and raised her hand to slap her friend's still form when Reynie's eyes snapped open and he reached up and grabbed her hand.

"Would you mind telling me what you're doing?"

In the dim light, Kate could see amusement in his eyes, and that he was trying not to laugh. Kate's relief turned quickly to anger. It was obvious he'd been awake and had been quite content to let her make a fool of herself.

Kate glared and him and attempted to wrench her wrist out of his grasp. He was either much stronger in the middle of the night, or she was tired, because she couldn't quite manage it.

"I was making sure you were alive," She said shortly, hoping that Reynie would pick up on the edge in her voice and let her go.

"Do you do that often? Or was I suppose to be dead?" Reynie was having more trouble holding back his laugher now, and his voice shook a little at the end.

"Of course not!" Kate snapped.

"Oh, so you don't rush up from your room in the early hours of the morning to make sure I'm still breathing. So you admit, you were disappointed to find me still very much alive."

"You don't look 'very much alive'," Kate countered. "You look like you're made out of a very pale yellow wax!"

Reynie opened his mouth and then shut it again, thinking better of what he had been going to say. After a moment however, he opened his mouth again. "So if you're not planning on murdering me, what do you want?"

"It's lonely downstairs."

"Hell of a time to take me up on my sleepover offer," Reynie suppressed a yawn and sat up.

Kate raised her eyebrow. She'd never heard Reynie swear; he must have been more tired then she'd thought.

"So... The sleeping-bags are in the closets, right?"

Reynie yawned sleepily. "Yeah. But Pati turned off the heating upstairs when you scratched the sleep-in-the-living-room idea. If we go up there now, we'll freeze."

"Erm....." Kate paused to consider her options. She could go back down to the basement and spend a long, sleepless night in a state of near panic; or she could try to convince Reynie to let her bunk with him.

Reynie glanced at her either tiredly or irritably--Kate couldn't tell which--and flopped back down on to his pillow. Apparently, he didn't enjoy being woken up in the middle of the night to discuss his friend's sleeping issues.

"Can I sleep in here?" Kate finally blurted, deciding to pick the lesser of two evils.

"Mph," Reynie muttered into his pillow.

Kate hoped that was a yes, because the basement seemed very far away, and his room was much warmer then her's anyhow. And besides, she liked his quilt better.

And that was how, at two thirty in the morning, Kate Wetherall found herself tucked in bed next to one of her best friends--who was currently sleeping beside her, having decided he was to exhausted to even say good-night--wondering what he father would do to her if he ever found out.

Reynie Muldoon was not a morning person. Sure, he liked being up before anyone else, and he liked watching the sunrise and walking around barefoot outside before the frost melted off the grass in the spring and fall. He did not however, enjoy waking up. In fact, if he never had to wake up until noon, he'd have been fine with that.

Another thing he did not enjoy about waking up, was that it often took a few minutes for him to remember what had happened the night before. And that was precisely why he was staring at Kate Wetherall's face, only inches from his own, and wondering what she was doing there.

Reynie had just come to the conclusion that he was still asleep and Kate wasn't actually laying next to him, but down her room in the basement, when the events off earlier that morning came rushing back.

And then he just had to lay there in shock for a few moments and wonder what sort of horrible punishment Milligan was going to inflict upon him.

But after he was done imagining a hundred-thousand different ways Milligan could kill him, Reynie actually took the time to look at his sleeping companion and wondered if Milligan would make his death more painful if he admitted to thinking that right then, Kate looked beautiful.

It sort of took Reynie by surprise, how pretty Kate was. Feminine adjectives like 'pretty' and 'lovely' weren't what he tended to describe her by. Then again, he'd never seen her laying in a bed, asleep, in royal purple pajamas, with her long blond hair loose before.

Not that he'd ever thought of her as plain or ugly, just that he'd never looked at her and thought thought 'Oh look, Kate's looking beautiful today' before.

But then, circumstances hadn't been quite so.....peculiar before.

The beautiful girl in question, frowned suddenly in her sleep and kicked Reynie painfully in the shins.

"Ow!" Reynie spoke louder then he'd intended to, and Kate's eyes snapped open, reveling watery blue.

"Reynie!" Kate started at him in shock a how-and-when-did-I-get-here look on her face. And then: "Why am I here?"

"Erm...... You can in at two, two thirty this morning and asked if you could sleep here."

Kate looked at him in disbelieve, and was about to contradict him when memories of the previous night washed down on her. "Oh. Right. Thanks for that."

"No problem."

The air tensed. Reynie wonder what, if anything, he should say. Waking up with one of your best friends in your bed under the pretense that their room was 'lonely' had never happened to him before.

"So......"

"So, why'd you decide your room was to lonely to sleep in?"

Kate blushed and shrugged as best she could while lying down. "I dunno...... cause it was?" It sounded more like a question then an answer.

"Lame," Reynie stated blatantly, smiling as Kate's face turned a deeper shade of red.

"It's the truth!" Kate insisted, glaring at her smirking friend.

"Right," Reynie rolled his eyes playfully. "And your room just happened to be lonely on a night when you knew no one would be around to catch you in here."

Kate raised her hand threateningly and brought it down hard on Reynie's upper-arm, causing him to jump in surprise and fall out of the bed with a loud thump.

"Hey!"

Kate giggled uncontrollably when Reynie stood up, revealing for the first time what he was wearing.

"You need to put on clothes if you want to look threatening," Kate laughed harder when Reynie looked down at himself and his dark blue boxers and then back at her, his face flushed.

"Forgive me," He said contemptuously. "I wasn't expecting you to show up in the middle of the night!"

Kate--having been shut-up momentarily--shrugged and swung herself out of the bed, her purple top clashing with her Emerald green and Bondi blue shorts. Reaching down towards the covers in what she hoped seemed an innocent action, Kate grabbed a pillow and hurled it at Reynie, hitting him squarely in the face.

Without any warning, Reynie bolted at her.

Kate leapt up and tore out of the room, laughing as she out-distanced him by yards. She was so busy looking behind her, she failed to notice the stack of books that someone--most likely Sticky--had left right beyond the doorframe of the living-room, and she tripped.

Reynie, having not seen Kate stumble until to late, rammed into her back and they both toppled to the ground; Reynie landing forcefully on top of her.

"Ow."

"Are you okay?"

Reynie blinked slowly, all to aware that Kate's face was only inches from his own for the second time that morning and that their noses were touching.

"I'm fine," Kate squirmed slightly and Reynie rolled off of her, giving her room to sit up.

"Sorry."

" 'S kay."

They sat in silence for a minute. Outside, the golden light of morning started to shine in ernest, dumping it's flaxen rays through the windows and onto the carpet and two flustered adolescents.

"So, you were lonely."

"Yeah."

"Why?"

Kate shrugged and folded her arms over her chest. "I just was, okay?"

Unnerved by the searching look Reynie was giving her, Kate ducked her head and stared at the intricately embroidered carpet. The details were so precise, the pattern exactly the same each row, the treads used so well that you could see the individual fibers inside the bigger picture.

"You weren't just lonely, were you?" Reynie had noticed her subdued expression and pressed on, a tint of worry laced through his soft voice.

Kate racked her head for something to tell him that would throw him off his interrogation of her private life--granted, wake him up and getting into his bed at two in the morning did sort of give him the right to question her.

"Did something frighten you?" Reynie asked benevolently, reaching the two feet over to Kate and placing his hand gently on her shoulder.

On impulse--she always had been the impulsive one--Kate cut Reynie off mid-question by crashing her lips against his, efficiently cutting off both his sympathetic lecture on fears and hopefully his thought process.

The rough kiss had only lasted about five seconds however, when something fell to the ground with a thud and a voice both children knew all to well broke the morning's sheet of silence.

"Reynard Muldoon, what the hell do you think you're doing to my daughter?!"