England ran his fingers through his shaggy blonde hair, as he finished buttoning his night shirt, and let out a yawn.

The day had been long, and he needed some rest. It was already almost midnight, and he had been doing paperwork all afternoon. He had done so much of it that he felt if he saw another pen again he'd surely die.

So he cleaned his teeth, and ran a brush through his hair, before leaving the bathroom, flicking off the light behind him.

The hall was dark, and England decided it would be best to light a candle for his two little brothers in case they needed to use the restroom in the night.

After all, Canada was afraid of the dark; and America wouldn't admit it, but England knew he was too.

England smiled and shook his head, as he stuck his head back through the bathroom door, and rummaged around in the dark closet until he found a candle and a stray match. Even though Canada and America could be troublesome, he couldn't help but love them.

He lit the small wax stick, and started down the hall to his room. As he went, he could hear rain beating down on the roof of the huge manor. It was a relaxing sound, and he liked to think that was what lulled the two offspring nations to sleep without his help.

England took a quick look behind them at his brother's rooms, before placing the candle on the nightstand outside his room, and heading to his bed.

As he shut his door quietly, and turned off the light, he heard a rumbling sound.

He paused.

It sounded like thunder, but he wasn't sure. He sure hoped it wasn't.

He shook the thought from his mind, and sauntered tiredly over to his bed. He fluffed up the pillow, and settled down into the cold blankets.

He wouldn't really mind if there was a thunderstorm, he thought, as he stared at the ceiling.

But Canada and America on the other hand—

Just then, lightning flashed, and the sky roared.

England jumped, and blinked in surprise. He could only guess what would happen next.

As if right on cue, England heard the opening and slamming of a door, and wild, tiny footsteps running down the hall.

He heard the door to his room open, and a soft light poured through.

England sat up, and looked to the opened door.

There stood a tiny blonde figure, shaking and quivering, his big lavender eyes shining with an orange glow from the candle in his hands.

England suppressed a sigh. "Canada…are you scared of the thunder?" He said, rubbing his eyes.

Canada bit his lip, and hurriedly placed the candle on the floor near the door, keeping it propped open, then running quickly over and jumping on the bed, diving under the covers with record speed, just as another flash of lightning lit up the room.

England peeked under the blankets, and smiled weakly. "Oh, Canada…do you want to sleep here with me?"

Canada nodded timidly. "Yeah…" He muttered in his naturally quiet voice, wiping his watery eyes.

England held his arms open wide. "Come here,"

Canada crawled across the bed, and snuggled himself into England's lap. England patted the young nations head softly. "There, there…It'll be all right, the storm should pass soon…" He smiled slightly again.

"Now…how long do you think it will be until America comes running, hmm?" He asked, looking down at Canada. "I bet he'll be in here by the next roar of thunder."

Canada looked up in confusion, for a moment, forgetting his worries. "What do you mean? America isn't scared of thunderstorms…he's brave, he told me he liked them…!"

Lightning flashed for a third time, and Canada squeezed England's waist as hard as he could (which really wasn't all that hard,).

And, sure enough, stumbling footsteps could be heard down the hall.

Both brothers who where in the bed looked toward the door.

There America stood, standing stock still in the door way, his bright blue eyes huge and wide, and his hands curled into tiny shaking fists.

England shook his head, and exchanged glances with a fairly shocked Canada, before looking back at America.

"America…you're not afraid of the storm…are you?" He teased.

America shook his blonde head vigorously. "N-No…I-I'm not scared…I-I was just checking in on you guys to see if you were," He stated, with a nervous nod.

England raised a large eyebrow. "Really…? So you don't want to sleep with me and Canada here…?"

America opened his mouth to say something, but thunder and lightning went off again.

Soon, the little country was squeezing England's arm tightly. England rolled his eyes and shook his head.

He was starting to wonder if he would ever actually be able to sleep tonight.

"Why is the thunder so loud, England?" America asked after a moment, slowly letting go of his grip on the older nations arm.

England blinked, and then tilted his head in thought. "Hmmm…well, the lightning and thunder are in an argument. The lightning teases the thunder by flashing very brightly, and the thunder yells at the lightning for being a showoff."

Canada looked up innocently. "Like you and France…?"

England laughed. "Yes…yes, like me and France…"

Canada smiled slightly.

America tugged on England's sleeve. "But England…it's still scary...how do you make it not scary?"

England sighed, and tilted his head again. "Hmmm, well…" He snapped his fingers.

"Ah, do you remember that movie we watched? The one with the pretty lady, and she was singing to the grumpy man's children when they got scared of thunder, and they all lived in Mr. Austria?"

America nodded, "The Sound of Music?"

"Yes. Do you remember the song they sang?"

Canada tugged on England's other sleeve, "My Favorite Things?" He asked excitedly.

England nodded. "Yes, yes. Should we sing that?"

America frowned. "But I don't remember how it goes…" He looked up at England sweetly. "Can you sing it to us by yourself…?"

England looked from Canada to America, both staring at him hopefully.

He sighed, giving in. "Well, alright. Here it goes:" England closed his eyes, and began to sing softly,

"…Raindrops on roses, and whiskers on kittens,

Bright copper kettles, and warm woolen mittens,

Brown paper packages tied up with string,

These are a few of my favorite things…"

England opened one of his eyes. "What are some of your favorite things?"

Canada bounced up and down excitedly, "Maple syrup!" He cried.

"Fried food...!" America shouted.

England chuckled, and continued,

"…Thick maple syrup, and delicious deep fry,

Canada's nose and America's blue eyes,

Fish and chips with different seasonings,

These are a few of our favorite things…!"

Lightning flashed again, and England covered his two little brother's eyes, and he began to sing louder over the thunder,

"When the dog bites,

When the bees sting,

When I'm feeling sad…!

I simply remember my favorite things, and then I don't feel…so bad…!"

England continued to repeat what he had just sang, and every time the thunder and lightning would crash, he would sing louder, and after a while Canada and America started singing too.

And soon, America grabbed a pillow, and whacked Canada over the head with it.

Canada for a second was shocked and offended, but then he smiled and grabbed one as well, hitting England with it.

A pillow war broke out, and the three brothers started laughing and singing as loud as they could.

And before long, they forgot about the storm entirely.

And then, without really any reason, England started singing slower.

The pillows gradually fell back onto the bed, and eyes of blue, lavender, and green started to droop.

Canada was the first to drift off, America close behind.

And soon, England was between two snoring child nations.

The rain continued to fall down on the roof of the manor, but the thunder started to sound distant.

England smiled to himself, before his eyes closed as well.

This was definitely going to be one of his favorite memories.

But that wasn't going to stop him from being exhausted in the morning.