Warning: This will be somewhat OOC, so if this bothers you, do not read this story. I don't want any flames, thank you very much, although constructive criticism is helpful.

It IS MattxMello, shounen-ai, and the rating probably wont go above T (for language)

Disclaimer: I don't own the characters Matt and Mello.

-This is an edited version of the original, in case you were reading back over and wondering about changes-

Normal type= Matt's reflection back on the events

Italics= his thoughts at the time at which they were happening

"'Night, Matt."

"G'Night."

I rolled over carefully in the too-small queen sized bed, and fiddled with the light switch on the hotel lamp until it clicked off, plunging the room in darkness. I lay carefully on the outside edge of the bed, facing out, trying not to fall off my little corner of the bed which was much too small for two people. I took the spot on the outside, nearest the bathroom door, and Mello had grabbed the window side.

Lawliet and Light, our friends from college, had wanted to chill all together over spring break near Malibu, so we all pitched in and got two bedrooms, one for me and Mello, and another room for the two of them. We were all exhausted from a long day spent at the beach. It was about 1 A.M. by the time we got back to our room, and I was so tired I could have been dreaming before my head hit the pillow. But despite every effort I gave, I couldn't calm my thoughts enough to drift into the sweet oblivion of sleep.

The problem? I had a longstanding attraction to the guy lying peacefully next to me. Of course, I had never said anything, but Mello was the only guy I had ever felt this way about. I had dated a few girls in the past, and I still considered myself for the most part straight, with one exception: him. It had taken me a while to realize what it was I was feeling, but I had always known how much I respected him, cared for him, wanted to protect him (an irrational feeling, considering that he was much stronger than me), wanted to hold him, be part of his world. I just hadn't realized what exactly that meant; that is, until I realized I had developed a physical attraction to him as well.

That was about a year ago, and I thought I had gotten over it by now, as I understood he was straight and had no indication of ever liking me back, not to mention I was most definitely not ready to out myself as a bisexual or whatever the hell I thought I was over someone who wouldn't reciprocate my feelings. After a lot of thought and some research, I had eventually come to the conclusion that I am "pansexual" or "omnisexual", which basically means I fall in love with the person inside, regardless of gender. Despite my internal acceptance however, I still wasn't ready enough to tell anyone else.

This brings us back to my predicament; lying next to the beautiful, one of a kind, compassionate, intelligent, artistic genius who I was sure was completely oblivious and alien to the feelings that I was trying to suppress while simultaneously adopting a feigned mask of sleep as the minutes ticked by relentlessly. About half an hour after we first lay down, I assumed everyone was asleep, and I was starting to drift myself, until I heard shifting sheets and felt the mattress shift. Confused, I suddenly realized he had been slowly inching his way towards my side of the bed. Unable to believe was I was feeling, I shifted and turned over so that I was facing into his back Sure enough, he was much closer to my side of the bed than he was to Light's. Sighing, I reluctantly convinced myself that he was only seeking warmth in his sleep, and crept towards me probably because I was so embarrassed and flustered I think I was radiating heat from every pore.

Closing my eyes again, I tried counting sheep, although the method had never worked for me in the past. I was just starting to relax when I heard the sheets move again. Feeling foreign warmth seeping into my area of the bed, I opened my eyes a crack, and my heart nearly jumped out of my throat in shock. He had moved even closer to me, and this time, he was facing me, eyes closed, and mouth slightly open, looking so innocent and vulnerable and utterly beautiful. I felt my pulse quickening at our proximity, and I figured I should probably move away before he could wake up and notice me staring at him with a blush that was by then permanently fixed on my face. Still, I couldn't help but enjoy the chance to stare openly at his smooth skin, his hair falling gently around his face…

Hesitantly, I reached out, drawing my hand back several times in indecision and caution. Finally, the feeling in my chest overwhelmed my inhibitions and I gently stroked a strand of soft hair lying on his cheek. In that moment, everything was perfect, his usually light, nearly unnoticeable smell surrounding me. It was a mix of chocolate, skin, and something lighter, almost floral, but so completely unique and beautiful. I was completely caught up in him, lost in the feeling that was flooding through me. I continued to lightly touch his hair, and I could have sworn I heard him sigh.

"So beautiful…" I whispered, under my breath, so quiet that it was unintelligible to anyone but myself. I was so close I could feel his breath on my face. Slowly and softly, I lifted my head and pressed my lips into his hair, breathing in his scent and loving every minute of it. His breath seemed to hitch for a moment, but it was so soft, I wasn't sure if I heard it. I leaned my head back into my pillow heavily, the reality of the whole situation slowly setting in, my thoughts whirling at a million miles an hour as I continued to gently stroke his hair.

What if…. What if I'm not imagining things? What if he really did want to be close to me, thinking I was asleep already? What if… he's awake right now? Do I dare risk leaning over and kissing those tempting lips that are so close to my own? If he were awake… would he kiss me back?

My fingers paused, hovering over his hair without actually touching it, halting as my thoughts took a new turn. What if Mello is asleep, and he wakes up when I kiss him? How would I explain that one? But… what if he wakes up, and kisses me back?

He interrupted my thoughts by stirring slightly in his sleep, his head rubbing up against my fingers, as if encouraging them to move again. What… is he dreaming about right now? It couldn't be me, could it? No… he isn't… he's asleep and completely unaware of what I'm doing… But… what if…?

"No… I can't…" I whisper insistently, more to convince myself than anything else. Almost immediately after I spoke, he rolled over so that his back was facing me again and put more distance between us. I was shocked. It was almost as if he HAD heard me, and was frustrated with me for not having the guts to get what I wanted. I could almost imagine him telling me to grow a pair and just kiss him already. Almost as if that's what he had wanted… I shook my head, worrying that it was becoming harder and harder to convince my imagination that nothing was going on except in my own head.

Suddenly, my throat was very dry, and although I was reluctant to get up, I couldn't stop swallowing, and it was starting to become uncomfortable. Slowly, I rose, sliding out from under the covers and making my way somewhat ungracefully to the bathroom. Afraid that turning on a light would possibly wake up Mello, I fumbled around in the dark for one of the hotel glasses and filled it with water, quickly gulping it down. I stood there for a minute, staring and my shadowy figure blinking back at me from the bathroom mirror, trying to calm my heartbeat and work up the courage to go back into the bedroom. I glanced over at the bedroom door, briefly wondering if he had any idea at all how much his presence alone seemed to affect me, and seriously considering spending the rest of the night in the bathroom.

With some reluctance and much anticipation, I turned away from the mirror and stumbled my way back to the bed, crawling as quietly as I could underneath the covers. I lay awake for another couple of hours, staring at the ceiling, deep in thought. Occasionally I would glance over at Mello's figure lying next to me, and sigh, unable to contain the feeling that swelled inside my heart when I saw his peaceful sleeping face. Finally, at about two thirty, I rolled over again so that I faced away from him, and closed my eyes once again attempting to fall asleep.

About half an hour later, after I had just finally started to get adjusted to relaxing with his warm body so close to my own, I heard the sheets move again.

No. He couldn't be. But… what if…?

My thoughts were interrupted as I felt new warmth against my back and felt a leg brush up against my thigh.

Oh God… is he… is he doing this on purpose…

Adrenaline resurged through my veins, bringing a vibrant blush back to my cheeks, and making my breathing shaky and irregular. I could feel my heartbeat pounding in every part of my body, but this time, I could swear I felt another heartbeat, pulsing so hard I could feel it through the mattress, coming from the increasingly warm figure behind me. The heat was becoming stifling, trapped by the bed covers and returning tenfold to blaze across my already burning skin. When I felt his warm breath on my neck, the adrenaline reached a point where it was almost too much for me to contain, and the couple of mamosas I had cheated off the bartender earlier came back to bite me; I felt almost violently sick. Cursing my weak stomach, I clutched at my abdomen and brought a hand up over my mouth, throwing of the covers and rushing into the bathroom. I retched dryly into the sink, shivering uncontrollably from the adrenaline that had taken over my body. I shakily poured myself another glass of water and rinsed my mouth, then sank to the floor by the sink, breathing in rapid gasps.

I brought a hand to my chest, feeling my heartbeat thump against my hand as if it were trying to beat its way out of my ribcage. Looking down, I could actually see my chest jumping up and down with each frantic beat. As my breathing slowly began to slow, I became aware of several things. One: I was a complete and total douche. If Mello actually HAD been awake, which it certainly seemed like he had been this time, he probably thought I was disgusted by his approach to the point of physical sickness. Moaning softly, I lowered my head into my hands and slumped weakly against the sink cabinets.

I have to explain. I have to let him know why. I have to talk to him, I have to... have to… to…

What if he wasn't awake and you call him in here thinking he is and tell him everything, and he freaks out? What if he was suspicious of your feelings and was simply testing his theory and really doesn't feel anything at all for you? What if… no. It doesn't matter. I still need to tell him. He needs to know, I don't think I can hide this for any longer.

Yet, no matter how much I try to convince myself to open my mouth and call him into the bathroom, my throat clenched and my mouth went instantly dry, and now sound would come out. I can't. Even if he does feel the same, I don't think… I don't think I'm ready for this. My whole life would change, everyone would see me differently, I would have to tell my family, my friends… Is he worth it?

Something deep inside me told me with no room for doubt, yes, yes he is, but it still couldn't shake the fear that swelled within me, didn't stop my limbs from shaking. I sat there like that in indecision, listening to his breathing and occasional sighs, for what must have been only a few minutes, but felt like I few hours. I can't go back in there with my heart beating wildly like it was, I wouldn't get any sleep...

So I curled up on the floor of the bathroom, facing the bedroom door, and fell asleep there, tossing and turning and shivering on the tile.

I woke up again about an hour later with stiff shoulders and neck, but considerably calmer and less tense.

Slowly I rose to a sitting position, and then stood up a little stiffly, and slunk quietly back into the bedroom. I listened to his soft breathing for a moment to be sure he was really asleep, then after sufficiently convincing myself, I slipped back under the now cooler covers. I lay there without moving, letting my heartbeat and breathing slow to normal. Glancing over at the clock, I noticed that it was about four fifteen. I sighed internally, and rolled onto my side. The faint sound of the water from one of the other rooms was soothing, and I felt much more relaxed, my eyelids drooping heavily. I slipped into a dreamless sleep, followed by the faint scent of chocolate... Mello…