The first chapter of my very first Naruto AU! Yays! Please review, and thanks for reading! This goes out to my friend Ellen (moofeeler). Happy Birthday!

Gaara sighed and sat back on the couch in Naruto's living room, covering his mouth to hide a wide yawn as he did. He hadn't been able to sleep last night, again. That was the third sleepless night in a row.

Gaara kept a sharp eye on Naruto across the room, but luckily the blonde's eyes were glued to his computer screen. If he caught Gaara yawning again, he'd know that the insomniac wasn't getting any sleep, and then he'd force artificial sleep aids down his throat again.

Gaara shuddered at the mere memory of the last time it had happened. Naruto had visited Gaara's apartment well after midnight banging on the door and exclaiming "I knew it! You're still awake!"

Even if Gaara hadn't been awake, that would have woken him fairly quickly. As it was, he'd been lounging on the couch, very bored, and watching late night television. There were only reruns of lame, out of date sitcoms that his grandparents would probably recognize. He'd answered the door with a scowl and a few irritable comments about Naruto waking the neighbors.

Naruto had all but shoved the redhead into bed and force fed him sleep aids, ranting all the while about his friends never bothering to take care of themselves. Naruto was the only person that Gaara would allow to push him around like this, aside from his sister on occasion.

The pills hadn't helped. Yes, they'd made Gaara rest, but his mind was completely aware the entire night. The only thing the sleep aids had done was make his body too tired to move, no matter how alert his brain was. It made him feel helpless, like being buried alive or strapped down with heavy chains. He would not be doing that again.

"Hey, Gaara! Check this one out!" Naruto called eagerly, swiveling in his seat to grin at his friend. Gaara stood up with a sigh, humoring the blonde as usual. Naruto had been obsessively surfing the internet for the past several days after discovering something called 'lolcats'. He thought the little comics were the funniest things since late night comedy.

Gaara leaned over Naruto's shoulder, raising an invisible brow at the several used ramen cups that littered the desk, before moving his eyes to the screen. In the center of the monitor was a picture of a very sad looking cat with the caption "You eated mah cookeh?" underneath. Gaara glanced down at Naruto's eager expression before sighing and walking towards the entryway of the apartment.

"Oh, come on! That was funny! And cute! You don't have to walk out on me!" Naruto cried indignantly, swiveling around in his chair to follow the redhead with his eyes.

"I have to head home anyway, it's getting late." Gaara explained as he slipped on his shoes and pulled his coat down from the rack. "However, next time I come over, I'd like to do more than look at pictures of cats."

"Like what?" Naruto asked, leaning back and arching a blonde eyebrow, as if he really couldn't imagine wanting to spend his time doing anything else.

"I don't know." Gaara said, rolling his eyes at his friend. "Watch a movie or something."

"Oh! They have videos on the 'ICanHasCheezeBurger' website!" Naruto exclaimed excitedly, already turning back to his computer to look it up.

"Never mind." Gaara said, fighting the urge to roll his eyes as Naruto pouted at him.

"Just take a look at one more before you leave!" Naruto insisted. Gaara walked forward reluctantly to humor his friend for the umpteenth time that night.

This time there was a picture of a cat stretching with all its claws out. The caption read "I givez u ten reasons y iz NOT bathtime". Naruto eagerly looked back at Gaara's face, obviously hoping to incite a laugh or at least a snort from his friend.

"If cats were really smart enough to talk, why does everyone assume that they would have bad grammar?" Gaara asked, making Naruto groan melodramatically as he turned back to the screen.

"You're missing the point! It's supposed to be cute!"

"Cats are supposed to be smart. It doesn't make sense that they'd talk like that."

"Oh, go home already. Get some sleep for once, you hopeless noob." Naruto teased. Gaara left without any further prompting.

"Dammit," Gaara mumbled as he stepped out of the 7-11. It was raining so hard, he could barely see two feet in front of his face. And of course he left his umbrella at home.

Gaara stumbled awkwardly toward where his car was parked, squinting as he walked. It only took him a couple minutes to find his vehicle, but he was already half soaked by the time he'd managed to wrestle his keys out of his pocket without dropping any of his late night snacks. The rain was freezing, unpleasant, and his hair felt like it was plastered to his skin. He could distantly hear the sound of cars passing by the parking lot on the road over the sound of the loud, thrumming rain.

Gaara opened the door with a harsh yank when he finally managed to make the key work. He slid inside and tossed his snacks onto the passenger seat before turning to close the door behind him. He paused there as he heard something other than the pounding of the rain.

It sounded like… crying? Like a woman or a child crying. An alarm sounded through Gaara's head and he quickly stepped back out into the rain, swiveling his head around to search for the victim. The rain drenched him through his light coat, raising goose bumps on his skin. He paused and listened more intently as he realized that it sounded very close. He hesitated briefly before bending down and looking under his small car.

There, trembling violently and mewling loud enough to burst eardrums, was a very wet black cat. Its eyes were unnaturally wide, with lashes too long for any animal. Its fur was so black that Gaara almost didn't see him right away, plastered against its skin, and shiny in what little light reached under the car. It mewled even louder as it met Gaara's green eyes with its own ebony pair. Its irises were almost as dark as its fur.

Gaara frowned at the cat unhappily. It looked absolutely pitiful. The sad little creature had no collar, so it was probably a stray. It was just hiding under the car to get out of the rain.

"You need to move before I pull the car out. I don't want to run you over." Gaara informed the cat irritably. It perked its little ears at him and stopped mewling at the sound of his voice.

"So… move. Before I make you." Gaara ordered, not really expecting the cat to understand. Mewling softly, the creature inched toward the redhead on his hunches, his wide eyes rapt on Gaara's face. Gaara raised an eyebrow at it, before reaching slowly under the car. The cat's eyes zeroed in on his hand as it leaned away, its ears flattening unhappily. It started yowling again in warning, but didn't bolt.

"Hush, I'm not going to harm you." Gaara scolded. It didn't go completely silent, but it quieted to a pitiful mewl. Gaara hesitated with his hand an inch away, making sure it wasn't going to bite or scratch him before he clutched it firmly by the scruff of its neck and pulled it closer. It followed Gaara's lead with minimal resistance, until the little creature was curled up against the redhead's chest.

Gaara frowned down at it, and it returned his stare with miserable eyes. Its little body was still shaking as it snuggled subtly closer to the man's warmth. Gaara hadn't meant to cradle the thing against him. He'd only wanted to move it out from underneath his car. He turned around, still kneeling as he tried to pry the little thing's claws out of his coat to set it on the sidewalk.

It wouldn't let go.

"Retract your claws." Gaara ordered irritably as he attempted to pry the little creature from his chest. "Let go, I need to set you down."

The cat mewled pitifully before leaning forward to lick Gaara's prying fingers with a warm, rough tongue. Its eyes were wide as it gazed up at the irritated redhead hopefully.

"That's not going to earn you any points." Gaara muttered. Despite the annoyed note to his voice, he stopped trying to unlatch the cat's claws and stood back up. He sat down in his car and shut the door firmly behind him, glad to finally be out of the freezing rain. It was still cold in his car, but at least he wasn't being pelted with buckets of melted ice water. Gaara quickly started his car and cranked up the heat. He paused and looked down at the furry bundle in his arms with a sigh.

The little black cat was curled up and perfectly at home against Gaara's chest. Its large eyes were closed, its claws finally retracted, and it looked half asleep. It was unusually tame for a stray. It hadn't even scratched him when he'd pulled it closer by the scruff. It was probably a lost pet without a collar. He wondered if it was micro chipped.

"I'll take you to the pound tomorrow." Gaara informed it as he unzipped his coat and tucked the shivering creature closer. It mewled pitifully, rubbing its cheek against his chest and huddled into his warmth.

Gaara stepped awkwardly through his apartment door, juggling his groceries in his arms, keys in his hand, and the black cat in his coat. He kicked the door closed behind him and headed to the kitchen.

Gaara dropped his bags unceremoniously onto the table in the middle of his kitchen. The walls of the whole apartment were bare, without pictures or paintings for decoration. The furniture was scarce, with only the bare minimum in each room. He'd been living here for over three years, but it still looked like he'd just moved in.

Gaara could feel the cat wriggling around inside his coat, searching for an opening it could climb out of. When it couldn't find one right away, it began to yowl miserably. Gaara winced as the cat tried climbing to his neckline, poking him sharply with its claws.

"Stop that, I'm letting you out." Gaara scolded, holding the small body against his chest as he pulled his zipper down. The little black head popped out first, revealing large eyes that roved around the small room of the apartment. Its pupils were perfectly round and its ears were perked to attention. Gaara leaned down and sat it on the linoleum floor so that he could have his hands free, but kept a sharp eye on it to be sure it wasn't about to have an 'accident' in his kitchen. It began to lick at its damp fur immediately, grooming away the wetness from all angles with a flexibility that only felines were entitled to. As it began to dry, the sheer mass of the little creatures body seemed to double in size as its fur fluffed up. Gaara watched it at work for a moment before he became bored and moved on.

Gaara stepped over the little creature and proceeded to put his snacks away on the appropriate shelves, leaving out a large bag of cheetos for him to munch on tonight. The cat sat under the table, watching Gaara with an interested gaze as he worked. It followed close at his heels when Gaara went into his bedroom to shed his wet clothes and slip into loose sweatpants and a tee shirt. He ignored the little creature's eyes on him as he changed, though he felt a shiver up his spine at being seen undressed. He knew he shouldn't care if a brainless animal saw him naked, but there was something about this black furred cat that struck him as being overtly… intelligent. Almost human. It was creepy.

Gaara was about to grab his cheetos and watch late night television in the living room when he paused to consider the cat. He looked down at where the thing was sitting in the doorway to his bedroom with speculative eyes, wondering when the last time it had eaten was. It was difficult to tell with all that fur fluffed up, but it had felt pretty light when he'd held it.

"Cats like milk, right?" he wondered out loud. He was answered by a mewl of approval. Gaara nodded to himself silently as he went back to the kitchen to get out a bowl and the milk jug. He had to dig to the back of his fridge before he could find it, and then headed over to the cupboards above the sink. He pulled down a shallow bowl and carried it all into his sparse living room.

Gaara plopped down on the couch, the only place to sit in the small room, aside from the floor. He picked up the remote from the otherwise bare coffee table in front of him and switched on the television, more for the background noise than for something to watch. Large, dark eyes watched him from the floor, following his hands as the pored milk into the bowl and set in on the ground. He made sure that he could see the cat at all times, not yet trusting the little thing alone in his apartment. It immediately began to lap at the milk, offering its thanks with a loud purring that almost drowned out the sound of the TV.

The insomniac let his mind wander as he stared blankly at the television screen, popping cheetos into his mouth at random. After a while, the sound of the cat lapping at the milk, purring, the noise from the TV, and the images on the screen all began to blur together. Gaara closed his eyes for a few moments, trying to let himself drift into unconsciousness.

"There's a reason I don't sleep, you know." Gaara spoke out loud randomly, startling himself as he heard his own voice. He blinked a couple times before looking down and meeting deep black eyes.

"Why else would I still be awake right now? It's past one in the morning." Gaara continued, only now realizing that he was talking to the cat, and not just thin air. Said cat mewed softly at him and stalked forward, abandoning its half drained milk bowl. Its ears were perked, listening intently to Gaara voice and watching him with large eyes, almost as if it understood what he was saying and was trying to be polite.

"I had night terrors constantly as a kid. Every time I'd close my eyes and try to rest, I'd see demons and monsters and horrible things. No child should have to go through that. Most of the neighbors could hear me screaming at night, and some even thought I was possessed." Gaara looked away from the cat eyes riveted on him. He stared blankly at the flickering screen, absorbing only the colors and not really seeing anything specific.

The redhead jolted slightly as he felt a small, fluffy weight land on his lap. He blinked blankly at the cat as it rubbed itself soothingly against his chest, purring as if in an effort to comfort. Gaara frowned, but didn't move to touch the little thing. It weighed almost nothing, and its little paws were gentle on his lap.

Gaara hesitated for a moment before lifting his hand toward the feline. He paused again for just a second as it sat down and looked up at him expectantly. Carefully, barely touching, he petted the cuddly little thing from its head to its tail, eliciting a pleasant purr for his efforts. It arched its back into his hand, prompting him to continue. He stroked it again, a little more confidently than before. Gaara wasn't used to touching people, much less animals. He was finding it to be a soothing experience, especially when the little thing would rub back against him purring like mad and even beginning to lick his fingers when he held still enough.

"I don't have nightmares nearly as often anymore," He informed the cat softly. He scratched lightly behind its ear and on the top of its head with his fingertips like he'd seen other people do. Its body was warm like fresh bath water, and its fur was like silk threads in his hands. "So I really shouldn't fear sleep. It's not that, though. After the worst of the night terrors faded away, I started an even worse habit. I sleepwalk. It can be dangerous."

The cat mewed softly in sympathy, rubbing its cheeks against Gaara's stroking fingers and looking up at him with gentle eyes. Gaara sighed and leaned in closer, looking it up in down in thought. The cat's fur was slightly rumpled now, but still fluffy and inviting. Gaara never talked to anyone about why he couldn't sleep at night. He didn't talk to people in general, if he could help it. Even Naruto had learned ages ago that being Gaara's friend meant enduring long silences and being answered in monosyllables. Now was the first time in years he'd openly spoke about something so personal, and he was talking to a cat. He hardly appreciated the irony.

"Cats don't have problems with sleep, though, do they?" He continued rhetorically, lifting the little thing off his lap before it could get too comfortable. It let out a disgruntled mew as he set it on the cushion next to him, obviously not wanting to abandon its perch on his lap. Gaara leaned forward so that he was on eye level with it. It sat down and looked back at him steadily, its fluffy tail flicking silently behind its back. "You guys sleep for half the day, minimum. Or so I've heard. I wonder if that's just a myth."

Gaara's eyes widened minutely as the cat leaned forward and nuzzled the insomniac's face, rubbing their cheeks together and even scrubbing his jaw with its rough tongue. Its nose was cold and wet, but Gaara didn't pull away. He almost started to purr in return, liking the affection he was receiving.

"Maybe I won't take you to the pound." Gaara mused, more to himself than the cat now. "If you did have a previous owner, they were irresponsible to lose you without a collar. You shouldn't miss them. Maybe I'll keep you."

Feeling unusually affectionate tonight, Gaara felt an unfamiliar impulse sneak up on him. He frowned for a second in thought, before giving in to his rare little desire. Moving slowly, he leaned forward and placed a gentle kiss on the feline's little pink nose.

"Thank you."

Gaara jolted back as he heard a strong, male voice in the apartment with him. His head darted around wildly while he searched for the intruder. There was no one in sight… he glanced back to the cat, doing a double take with wide eyes. The little creature was growing fast, doubling in size within seconds. The thick, fluffy fur that covered its body was receding back into its skin. Its miniscule, furry muzzle withdrew back into its face. Its whiskers retracted, and the hair on its head grew longer. Its limbs extended, its neck lengthened, its body grew larger and larger, until it was obviously not a cat anymore. Sitting on Gaara's couch, was a naked man.

Gaara leapt from his seat, eyes wide and alarmed as he watched the stranger. The man seemed tall, even while sitting. His skin was tan like leather in the way that can only be achieved by standing under the sun for hours. His eyes were abnormally rounded, with dark irises that vaguely reminded Gaara of a starless sky. His pupils were vertically slit like a cat's, making his whole face transform into something raw and animalistic. His lashes were long like a girl's, framing his eyes like a picture. His bright teeth were visible as he smiled, incisors flashing on either side of his mouth. His hair was dark black, and shined in the flickering light of the television. And on his head was… a large pair of perky, black cat ears.

"What the… hell?" Gaara mumbled, confusion and alarm coloring his deep voice. The man on the couch smiled wider at him. His incisors flashed even brighter, making Gaara take a cautious step backward. The redhead wasn't frightened easily, even now, but some things were strange enough to make even the bravest men cower for a few brief seconds. Things such as naked were-cats in his living room. That was definitely worth being concerned about.

The thought of having a naked person in his home, even if it was a potentially dangerous shape shifter, made Gaara's eyes trail down to the man's uncovered groin. Definitely male, and well endowed at that. He mentally shook himself and wrenched his eyes away as soon as he realized what he was doing. He forced himself to watch the man's face, and winced as he locked eyes with somewhat intimidating slit pupils.

"Thank you for helping me out of the rain. I am grateful for your hospitality." The man's voice wasn't quite as deep as Gaara's, but it still held a notable tone of masculinity. His eyes suddenly became hopeful and pleading as he spoke. His tone was eager and excited. "Do you really think you would let me stay? Will you keep me?"

"I haven't decided anything, yet." Gaara stated, pleased that his voice was steady, despite the small amount of residential shock he was feeling. "I don't even know you."

The man pouted pitifully, his cat ears visibly wilting. His eyes became watery, and his lip protruded. He looked like he might actually cry.

"You did not know me before, either, but you said you might keep me." He voice took on a pleading edge, and his large eyes glistened in a way that would have brought a lesser man to his knees, slitted pupils or no. "What has changed?"

"I thought you were a cat." Gaara stated obviously, not the least bit bothered by the man's potential tears. "If I'd known that you were a nudist hybrid, I wouldn't have brought you into my apartment."

"But… I am a cat…" the man mumbled, his ears wilting even lower, nearly disappearing into his fluffy bowl cut hair style.

"No, you are a man, and you are naked on my couch. Get out before I call the police." Or an exorcist, Gaara mentally added, wondering if that was who you were supposed to call in a situation like this. The tiny kitten he'd rescued from the rain had morphed into a large, clawed cat-man. Weren't you supposed to call someone spiritual to deal with these things when they got out of hand?

Gaara nearly flinched as the cat-man let out a pitiful whine that sounded eerily like the mewls that Gaara had heard coming from under his car earlier that night. It was a miserable, abandoned sound that made Gaara hesitate for just a moment. The cat man's eyes glistened pitifully, and his body seemed to slump in on itself dejectedly, like he'd already given up. His ears hung low and wilted, and Gaara noticed a long, black tail sweep around from behind to wrap around the man's waist almost protectively.

"I am sorry." The man murmured, beginning to snuffle as he spoke. "When you said that you might keep me, I got my hopes up. I thought you were serious. I will… I will go now. I will not bother you again. Thank you for the milk."

Gaara frowned and stepped back even further as the man stood from the couch and started walking towards the door. Gaara frowned unhappily as he realized that the cat man was a couple inches taller than him. Gaara leaned his head to the side, staring blatantly at the tail as the man walked away, noting how it flicked and swayed, furred in a perfect triangle from the small of the man's back to a smooth extension of the man's spine. The cat man paused as he passed the coffee table before turning and bending down to pick up the milk bowl from where Gaara had left it on the floor for him. Gaara's eyes widened in shock and his cheeks tinged pink at the very intimate view the man had just revealed from beneath his tail. The cat man continued to the kitchen, his stance slouched and his ears drooping as he placed the dish carefully in the sink and started walking for the front door. He didn't seem the least bit uncomfortable blatantly walking around in his birthday suit.

The man hesitated in front of the apartment door, turning to look back at Gaara with teary eyes. His tail drooped as he met the redhead's gaze, and he quickly averted his gaze.

"Thank you again." he murmured softly, turning back toward the door. "Good luck with your sleeping."

"Where are you going?" Gaara asked, his voice flat and inflectionless. The jolted at the sound, but kept his head down and his eyes submissively averted.

"I do not know. Somewhere out of the rain, I suppose."

"Name?"

"My… my name?" the man replied, looking confused. "My name is Lee."

"Lee." Gaara stated, as if he'd used the name a million times before. "Stay there and hold still."

Lee's furry brows creased, his ears twitching and his pupils widening as he watched Gaara approach with cautious steps. Gaara didn't know what he was doing. He didn't know if this was real, or if he was having a very vivid dream. But there was something that was driving him insane with curiosity.

Gaara stopped when he was well within the man's personal space, examining him with seemingly apathetic eyes. Lee's body quivered minutely under the redhead's gaze. Gaara reached up with one hand slowly, touching the man's dark bangs with tentative fingers. Lee held still, and his pupils rounded even more, no longer intimidating slits. Gaara slid his fingers up the man's head, noting the fluffy quality to Lee's hair. It felt just like his cat fur. Gaara paused as his fingertips brushed the base of the man's ears before he began to rub them like he'd done on the couch.

Lee's cat ears were definitely real. They were warm like any skin, furry, and twitched in Gaara's hands. Gaara examined them with his eyes as he ran his hands across them, feeling the way they seamlessly melded into the side of the man's head.

Lee closed his eyes and leaned into the touch, relaxing and beginning to purr in a feline way. His lips pulled up in a soft smile, and his tail flicked from behind him in satisfied brushes across both their legs.

"You'll take the couch tonight. I'll find you something to wear that will accommodate the tail. No promises for the future, but you can stay for the night." Gaara decided out loud, his voice almost apathetic in tone, but still firm. Lee's eyes popped open and his loose ears perked tall on his head.

"Really? You mean it? I can stay?" he asked eagerly, his voice excited and his tail swishing faster.

"I only said for toni-" Gaara started, but cut off with a sharp gasp and shocked eyes as Lee leaned forward and pressed himself against Gaara's form, rubbing his cheeks against the redhead's shoulders and purring like a motor. Gaara flushed as he realized just how much bare skin was pressed against him right now. The man was still naked, after all.

"Thank you so much!" Lee exclaimed happily, clutching at Gaara's shirt front with the tips of his clawed fingers. Gaara held completely still, not sure how he should react. Lee continued to rub happily against him, oblivious to Gaara's uncertain demeanor. Finally, after much nuzzling, purring, and rubbing on Lee's part, Gaara pulled back.

"Go to the living room. I'll find you some clothes. Get your milk on the way, you haven't finished it, yet." Gaara instructed gruffly, motioning where Lee should go. The cat man obeyed right away, padding toward where he'd left the half drained bowl with light feet.

Gaara watched the man reenter his kitchen, raising an eyebrow and being unable to help a peak at Lee's naked ass. His tail swished and flicked across either round globe, curling around his thighs when he stopped.

Clothes, Gaara reminded himself. He tore his eyes away from the excessive amount of bare skin on his new roommate as Lee began to drink thirstily from his bowl with both hands. Gaara started toward his bedroom, mentally running through his wardrobe for things that wouldn't get in the way of a tail.

Just what the hell had he gotten himself into?

Thanks for reading! Please remember to review! Just so you know, I won't be able to update this nearly as often as I'd like, because Creating Memories is my top priority. I'm sure if you leave me reviews, first, I'll be more eager to continue. (wink)