It was a night like any other and they were making their slightly tipsy way home from a jazz club that Matt had convinced Foggy they go to. Deep piles of crisp autumn leaves lined the footpaths of campus and they were wading through them gleefully, one on either side of the path. Matt was trying to use his cane as a golf club to flick leaves at Foggy, who was teasing him relentlessly about having the hots for the vocalist from the second act, while also keeping up the fiction of being not at all good at using his cane for flicking purposes.

'… and I could totally tell that you – Shit!'

Foggy broke off and stopped dead. Matt stopped too, and in the ensuing lack of rustling leaves, he noticed that the world had gone a bit too silent. No more street lamps humming, for one. But he had to ask.

'What?'

'The lights just went out!' Foggy sounded rather shocked by this development and stood rooted to the spot.

'The street lights?'

'All the fucking lights, dude! I can't see a goddamn thing! What the hell?' He was looking frantically about himself, rustling the leaves some more, and his voice rose in pitch. 'Matt?'

Matt had been about to giggle something along the lines of "Welcome to my world!" but Foggy sounded genuinely scared now. So instead he headed straight on over to him and grabbed the familiar crook of his arm. Which was currently trembling slightly.

'It's fine, Foggy, I'm sure they'll come back on soon.'

'It's not fine, it's pitch black, how the hell does all of Manhattan just black out all at once, how am I supposed to –' He ran out of breath and couldn't seem to get it back. His heart was going a mile a minute.

Matt twisted him around to grab both his shoulders, speaking gently. 'Hey, Fog, take it easy. I'm here with you and I don't know if you've noticed but I'm kinda used to the dark. Let's get home, 'kay?' He might have made his voice calm, but Foggy's blatant terror was making his heart clench in sympathy.

Foggy nodded without even remembering to narrate it, but he didn't otherwise move a muscle.

'Okay?' Matt repeated.

'Yeah,' Foggy panted. He took a deep breath, swallowed hard and tried to sound cheery when he added, 'Lead the way!' Matt usually said that.

'Sure thing, pal!' he replied. Foggy sometimes said that. He grabbed Foggy's arm again – having Foggy grab his would just feel totally backwards, plus Foggy could use all the normal he could get right now – and they resumed their trek. Foggy was trying very hard to breathe evenly, but his heart rate was still in the alarming zone and Matt could feel him quivering. He knew Foggy usually (mostly, always) slept with his small wall lamp on, its minute hum a comfortable constant in the night, but he had never mentioned it. Matt had suspected that Foggy was not too comfortable in the dark, but he had never thought it this bad. Because this? This was bad.

Guiding someone was nowhere near as easy as Foggy made it seem. Matt wasn't used to tapping the way for two, and Foggy didn't exactly have the mental or emotional wherewithal to make it easier, either. Besides, the near-total lack of electronic background noise made it considerably harder than usual to find the way. When they finally made it back to the dorm, up the stairs and through their door, Matt was more than a bit spent – and increasingly worried about Foggy, who had flipped the light switch on instinct and proceeded to almost hyperventilate when that didn't do anything.

Matt flung his coat on his bed, propped his cane in a corner and lead them both over to Foggy's bed where he let them collapse clumsily side by side.

'You all right?' he asked.

Foggy shook his head vigorously. Tears fell out of his eyes. 'No,' he said in a tiny voice. 'Matty – fuck – how do you do it?'

Matt didn't bother asking what "it" was. He didn't have a good answer, anyway, and he wasn't sure he could even trust his voice right then. Hearing Foggy like this – voice breaking, heart beating like furious fists on a punching bag, breathing so shallow he must be dizzy – it actually hurt. So he simply reached for his shaking hands and rubbed his thumbs along them gently. Foggy's head tipped forward and a tear splashed onto the back of Matt's left hand, breaking his heart some more. He leaned his own head against Foggy's, making their hair mingle, then found his voice to try to be constructive.

'Foggy, first of all, please try to breathe. Secondly, do you have a flashlight somewhere?'

'Yeah, but –' without warning, Foggy yanked his hands free and jumped further up on the bed, sitting on top of his folded legs. Matt frowned, perplexed, then remembered in a sudden, vivid flash how he had used to make his dad check beneath the bed for monsters before bedtime when he was little.

'Under the bed?' he guessed. Foggy hummed assent. 'Cool. Sit tight, I'll find it.' Matt slid off the bed and rummaged underneath it. 'Box or bag?'

'Bag.'

It was a backpack of the hiking variety, and by the time Matt had dug through enough pockets to locate a tiny metal tube with one end capped by plastic and the other attached to a toggle cord, Foggy was making the whole bed frame tremble. He had shrugged off his jacket to keep from overheating and was clutching it on his lap hard enough for his knuckles to creak.

'Here.' Matt handed over the small lamp. 'I don't know where the switch is on this thing.'

'You twist it…' Foggy explained, '… and it's dead. Of course it is. Fuck. Matt, where are you?'

'Right here.' Matt sat next to him, toed his shoes off and mimicked Foggy's position. He took the flashlight from his trembling grasp, banged it against his thigh, twisted everything his could find. 'Nothing?'

'What?' Foggy's voice was half an octave higher than normal and far quieter. He clearly hadn't connected Matt's question to the lamp's function.

'You, uh, you don't have any extra batteries, do you?'

'I don't think so…'

'Want me to go and try to scrounge some off the neighbours?'

'No!' Foggy yanked the useless cylinder back in frustration and threw it against the wall, then rammed his shoulder into Matt's. He was absolutely, totally freaking out now.

'Okay, it's okay, I'm not going anywhere. Foggy. Foggy, hey, come on.' He put an arm around him, pulling him closer. There were fresh tears on his face; Matt could smell them. 'Try and close your eyes?' he suggested. 'That way the dark is normal, right?'

Foggy nodded, foregoing narration again because his head rubbed against Matt's with the movement. 'Done.' He took a deep breath, in, out, sniffed, then said, 'Matt? You think it'll come back soon?'

'Probably. You know, I'm like a thousand percent sure this is Tony Stark getting up to something ridiculous and burning out the power grid. And you know what Stark's good at?'

'Flying?'

'Yeah, and fixing stuff. He'll get this fixed in no time. Don't worry.'

'Kinda late for that…' Foggy almost-giggled. He sounded sort of hysterical, but the shaking had mostly subsided in Matt's one-armed embrace. Then he winced and slapped his forehead. 'My phone!' he exclaimed and began rummaging through his jacket.

'What about it?'

'It has a flashlight!'

'It does?' This was news to Matt, who hadn't had any need for those since cell phones still had buttons and antennae and he used to read covertly under his blankets at night with the aid of a flashlight as long as his upper arm.

'And a backlit screen! Fuck's sake, I'm so stupid! This is so stupid!' Foggy clearly had the phone on now, and he should be feeling better, but instead he was shaking again. Relief, maybe?

'You are not stupid,' Matt declared. 'Is it working?'

'Yeah. I can see your face now.' He put the phone down on his pillow. 'You know what is stupid, actually?'

'No.'

'Wearing sunglasses – indoors – in the dark!' The sentence was all chopped up because Foggy was laughing hysterically again, but Matt could tell he was right on the edge.

'Will it make you feel better if I uh, take them off? Here, put 'em, put 'em on your nightstand?' He did, while Matt internally berated himself for stammering when his friend was the one who was upset. Foggy grabbed a pack of tissues from the drawer and wiped his face.

'I'm sorry I'm being so silly…' he muttered.

'Not at all, buddy. Hey, wanna know what I'm scared of?'

'Pretty sure you're not scared of anything.'

'Ants.'

'… seriously?' Foggy was grinning now, tremulously.

Matt had never told anyone this – although Stick had figured it out anyway, obviously, and used it against him in more ways than one. But now he just nodded and willed his voice to obey. 'Seriously. They're everywhere and they get all swarmy and stuff, plus they smell awful and they tickle and they're impossible to keep track of all at once and… yeah. If we're ever out picnicking and I start running screaming for the hills, you know why.'

Foggy punched him gently on the leg. 'Thanks, man.'

'Hey, don't mention it. Come here.' Matt wrapped both arms around him and pulled him to his chest. 'You're okay now, right?'

'Yeah, well, ish. Okay, no. My phone's almost out of battery.' Foggy's voice was muffled by Matt's sweater but reverberated through his ribcage. 'They better get this fixed, like, ASAP, I swear, it goes dark in here again I'm gonna have a fucking panic attack.'

'I'm sure my cell has a light too.' He raised his voice. 'Hey, Galaxy.' The phone chirped from his coat, eager to please. 'Turn on the flashlight?'

'Sorry, I am unable to do that,' the mechanical voice responded.

Okay then. 'Want me to go get it and you can try and find the app?'

'I want you to stay right here.' He punctuated the final words by jabbing the air forcefully.

Sometimes Matt really envied Foggy for the way he was able to admit and voice his wishes, needs and feelings. He must have grown up learning that this was a safe thing to do. It wasn't so much that Matt wanted to be that candid, he just wished he'd been brought up to be. It was very endearing, no matter what, and he loved Foggy for his honesty and his open heart. He hugged him closer, eliciting a small grunt.

'Staying right here,' Matt echoed, smiling into Foggy's hair. It smelled of flowers he didn't know the names of, and rain, and sweat, and Foggy.

Foggy sighed and looped his arms loosely around Matt's waist. He was still on edge, heart rate up, back a bit stiff. Matt started telling him the story of how he had been reading in bed by flashlight at his grandmother's house one time, and how she had walked in on him and he had totally thought she would chew him out for not sleeping at half past eleven at night – but instead she had sat down on his bed, pulled him onto her lap and had him aim the light carefully so she could read to him instead. This was a memory he had replayed in his mind many times over the years. He was almost at the part where his dad came in, lay on Matt's bed to listen, and then started snoring like a bulldozer, when Foggy's hands tensed around the folds of his sweater, making him stop mid-sentence.

'Foggy?'

'My phone died.'

'Oh.' Foggy's breaths hitched unevenly and the shaking was returning with a vengeance. Matt cast about for something useful to do or say. Getting his phone was clearly not an option, not with the way Foggy clung to him like a lifeline. 'Breathe, buddy…' he said, taking a slow breath to demonstrate.

Foggy gasped a few times along with him, obviously doing his all to keep from panicking completely, then said, 'Keep… keep talking?'

'Yeah? Okay, so, we were reading about the, the White Witch, right, and I asked Gran what, uh, what Turkish Delight tasted like' (Dammit, Matt, get a grip!) 'and then Dad, from the door, said "Roses!" And we didn't, we hadn't even known he was there, you know, 'cause we were so wrapped up in the story. And he…'

Foggy abruptly stopped breathing altogether – and then he practically melted against Matt, drawing a deep if shaky breath.

'Lights on again?' He knew they were; he could hear them humming and the neighbours cheering.

Foggy just nodded, and then he was sobbing into Matt's chest. He kept saying 'sorry, I'm being stupid, sorry' and Matt kept saying 'it's okay, you're really not, it's fine' until eventually Foggy calmed down and sat up straight. He grabbed another tissue to blow his nose.

'So that was horrible,' he said at length. 'And you're all slimy.'

Matt laughed. 'I'll bill Stark for the dry-cleaning,' he joked, and then Foggy was laughing too, not at all hysterically this time.


A/N: So this turned out way more H/C than I had originally planned. My brain just took hold of a small what-if scenario and ran with it. I am obviously incapable of not writing at least one fic with phobias and/or panic in it for every single fandom I join... Thank you for reading!

I'm likely to post even more stories set during Matt and Foggy's cohabitation at Columbia. I just really like to imagine the different ways they might have cared for and supported each other at uni – as well as random hijinks they would have gotten up to because let's face it, they're both kids at heart!

(Sidenotes: I tried to "Ameri-pick" this (like how American writers "britpick" works for Sherlock and Doctor Who and such), but please tell me if you spot any incongruent word choices! Also, I don't have an Android phone, so I made Matt's paraphrase what Siri told me when I asked my iPhone to turn on the flashlight...)