Hi guys. This is a short oneshot song-fic. As all of my other stories are like this is a take off of something that happened or is happening to me in real life. The song is Pale by Within Temptation, if you want to hear it go to Google Video and look up 'Code Lyoko Pale' Hope you enjoy. R&R

A chilled breeze seemed to flow around my ankles in a low current, barely caressing my burning cheeks that were facing into the sun as I tried to keep warm. Taking a deep breath I could almost taste his scent on the wind that blew from his direction somewhere behind me. Leaning up against the tree to my side I tipped my head resting it against the rough bark that was also lightly blanketed in a layer of fuzzy green moss.

Suddenly my heart lurched as his scent strengthened and I heard movement behind me, almost at the same moment his arms wrapped around my neck loosely pulling me against his chest so I could feel his heart beat faintly, muffled by the thick jackets that we wore to prevent freezing. Sighing contently I leaned into his warmth savoring our closeness. Gently he began to stroke my hair his breath splashing across the back of my neck tickling the little hairs that grew beneath my long strands.

Shivering pleasantly I felt my happiness spread slowly through my body as my heart beat steadily, trying to keep up with his. Soon I felt him move his face closer to my ear and I snapped out of my daze just in time to heard the words that made me want to melt into a puddle because I felt I didn't deserve them coming from someone so perfect.

"I love you" he breathed gently into my ear.

"I love you too" I said, my heart now racing, pumping blood to my face causing me to blush madly with pure joy.

The world seems not the same,
Though I know nothing has changed.
It's all my state of mind,
I can't leave it all behind.
I have to stand up to be stronger.

My eyes began to swim, with tears or just my vision I was not sure. I didn't dare move my hands for fear of him moving away. Blinking I leaned my head back a little resting it on his shoulder closing my eyes, and relaxing completely into his strong secure arms. The sun slowly began to sink as we stood pressed close together keeping the other warm.

My mind wandered no matter how hard I tried not to let it. Finally I gave in and submersed myself into my thoughts, full of worry, paranoia, and depression. Slowly my mind wove around the thoughts that always penetrated my dreams switching them to nightmares. I opened my eyes quickly as an image of him holding another girl close her face masked by a layer hair that fell across her, but his eyes were full of happiness completely unaware of the pain he was causing me as I looked in on their fantasy world.

'Why must I always think of things like this in moments like these?' I asked myself snuggling more into his chest, his heart sped up a little as I did so and I smiled slightly glad he was almost as happy as me. 'What if he leaves me?' My thoughts shifted again and I deflated visibly from my comfortable position, 'No, stop thinking that, he promised he would leave me,' I told myself sternly as he looked down slightly having felt me shrink away then come back.

"You okay?" he asked me quietly as I pressed against him again.

"Yah, I'm fine, just thinking," I answered twisting my neck as far as it would go to make eye contact with him.

"About what?" he questioned again.

"I'm just being paranoid, as usual" I whispered, half hoping he wouldn't hear me and just give up on it. But he heard and tightened his grip protectively around me.

"Nothing is going to happen, don't worry, I love you too much to lose you" he whispered causing me to melt again in happiness.

"Okay," was all I was able to utter through my haze of pleasure.

I heard him chuckle and he rested his chin against my cheek breathing deeply as I closed my eyes again. All thoughts of him leaving gone for the time being as I ignored the world around me, except for the guy who I leaned against seeking warmth and comfort from his body and mind.


I have to try to break free
From the thoughts in my mind.
Use the time that I have,
I can't say goodbye,
Have to make it right.
Have to fight, cause I know
In the end it's worthwhile,
That the pain that I feel slowly fades away.
It will be alright.


I soon began to notice he was shifting slightly, as if he was nervous about something or unsure. Curious I waited knowing he was about to act upon his thoughts. His body moved out from behind me and the sudden loss of heat hit me hard making me shiver immensely. But it didn't last long for he then stood in front of me and wrapped his arms around my waist pulled us close together again. His heart beat faster and faster and I began to wonder what was crossing his hidden mind.

A few moments later he pulled away ever so slightly so that now our foreheads rested together, and or nose tips brushed. My breath caught in my throat as I realized his idea and excitement and nervousness welled up inside my chest. His arms wrapped even tighter around my waist pulling us as close together as possible. Our breath was short and full of nerves as we gazed into the others eyes.

His eyes were deep and endless, there color were a dark liquid brown almost black. They seemed to be a void of emotion softened by happiness with a slight tint of nervousness that punctured the haze.

"I love you so much" he whispered breaking eye contact slightly as if ashamed to have admitted his feelings. His breathing quickened as he looked down, waiting.

"I love you too" I breathed moving my face closer to his, our lips now centimeters apart.

He grinned slightly, just enough for his lip corners to twitch upward and he gasped slightly as if trying to let out his breath quickly. As he smiled his lips brushed mine, closing my eyes slowly I leaned forward at the same time he did pressing our mouths together in an innocent kiss that lasted no more then five seconds.

I quivered happily in his arms completely melting into him with our lips touching so close. His breath was warm on my face as we kissed and I couldn't help but smile against his warm touch my heart fluttering as if it were about to burst. When we finally broke I let out a soft sigh and smiled cautiously, unsure of what to do now as an awkward silence surrounded us. Smiling back he pulled me back into a hug and we stood for a while longer, lost in the others world.

I know, should realize
Time is precious, it is worthwhile.
Despite how I feel inside,
Have to trust it will be all right.
Have to stand up to be stronger.

Pulling away he walked away at an angle to a tree near by and leaned against it staring off into the sky as if he was imprinting this moment in his brain, forever, just as I had already done, cotton clouds drifted by as I contemplated the feeling of his lips on mine that remained on my mouth.

A small voice in the back of my head began to thrust itself forward into my daydreams, spreading fear and nervousness once more through my body. The thought grew into a full memory causing me to glance sideways to make sure no one was around. Almost as soon as I did I regretted it, he had been watching me and now came over putting an arm around my shoulder asking "You okay? You seem nervous".

"My mother" I said simply putting my head gently on his shoulder.

"Oh, I forgot you were still on the kisses-on-the-cheek-only probation he mumbled looking ashamed.

"It's okay, I'll just tell her it was on sudden impulse" I said smiling up at him my eyes softening as his met mine just as they always did.

"I love you" he said giving my shoulder a squeeze. Smiling I rested my head back down on his shoulder, knowing I had no need to repeat myself.

I have to try to break free
From the thoughts in my mind.
Use the time that I have,
I can't say goodbye,
Have to make it right.
Have to fight, cause I know
In the end it's worthwhile,
That the pain that I feel slowly fades away.
It will be alright.

2 months later

"What do you want to do?" I asked him as we sat in the spinning chair in front of the ancient Mac computer. "I'm sick of looking up random things on the internet" I added turning to look at him my hair getting caught in the spikes his gel formed in his hair.

"I don't know" he said shrugging with a grin as I rolled my eyes at him.

Just then a memory drifted across my vision. "Hey, what did you mean in that e-mail when you said you knew how to make us happy but that you didn't want to spoil it?" I asked curiously raising an eyebrow at him.

"I'm not going to tell you" he taunted closing his eyes and wagging his head side to side.

"Please?" I whined blinking slowly not quite making puppy eyes seeing as I refused to use them on him.

"No" he said mischievously.

"Now your making me think" I said as my stomach lurched with every thought that crossed my mind, my paranoia raging.

Turning silently in the seat I tried to hide the shaking of my hands as I clicked on the first picture the mouse could reach. A few minutes passed and we sat in a silence that seemed electric with nerves. Slowly I began to give up on the thought of ever finding out that night and I let out a defeated sigh.

"Your really nervous about it aren't you?" he said leaning forward.

Turning to look at him again I nodded sheepishly looking away from his eyes which were full of caring making me feel guilty for not trusting him. "Don't be, this is all I was talking about" he said leaning forward and pressing his lips firmly to mine.

Surprised I leaned forward like usual expecting the same short kisses we had been having. He was usually the first to pull away but this time he didn't, and his mouth started to open slightly. Smiling in spite of myself I followed suit slowly opening my mouth and wrapping my arms around his neck. Opening and closing, we gently lipped at the others mouth, the moisture from our breath and saliva mingling slightly as stayed locked together.

My heart swelled with happiness and comfort in his arms and passionate embrace. No worry crossed my mind as I explored this new territory of a familiar planet. The only passionate kissing I had experienced before this had consisted of tangled tongues, saliva dribbling all over, and heavy breathing. This was much more enjoyable, we were soft and gentle yet still expressing the same amount of emotion maybe even more then the others I had experienced.

Eventually the sound of someone moving downstairs broke us from our embrace and we pulled apart just enough to rest our nose tips together. Closing my eyes with pleasure I sighed glad not to be out of breath and wiping layers of spit off my lips.


Oh, this night is too long.
I have no strength to go on.
No more pain, I'm floating away.
Through the mist I see the face
Of an angel, who calls my name.
I remember you're the reason I have to stay.

As we sat in the others presence I remembered having this same sensation with William earlier on in our relationship. Then I had been unaware of the fact that he had been using me, no matter how much he loved me he was still using me and he had admitted to it. Those were the wrong thoughts for a moment so similar. Opening my eyes wide I pulled away a look of pain flashing my eyes as he looked confused at my sudden movement.

"You're thinking about him aren't you" he asked pulling me down to lean comfortably against his chest.

"Yes, that was what ended us" I answered biting back the flood of tears the burned the corners of my eyes.

"What do you mean?" he asked curious.

"He was using me for his pleasure, not because he loved me," I explained jamming my tongue against the roof of my mouth to prevent the sobs.

"I would never use you" he said pushing me away and making eye contact as my barriers started to fall and the tears pooled. "I love you too much to ever use you" he whispered looking deeper and deeper into my eyes with his deep chocolate orbs.

"I know you wouldn't, it's just you remind me so much of him before I changed him" I whispered looking away and shaking at the intensity of his stare.

"How?" he asked his voice barely heard over the sound of the computer whirring.

"He was so carefree and loving then when his lips touched mine he began to long more and more for the taste of my spit." I mumbled as he pulled me into a hug and I inhaled his scent trying to be soothed by it.

"I love you so much, I would never let anything happen to us, I would never hurt you" he muttered into my hair kissing my forehead gently.

"You've made so many promises" I said furrowing my brow in concentration in trying to not cry.

"I intend to keep everyone" he said in matter of fact tone.

"Everyone has there limits as to how many they can keep with one person" I answered almost as curtain.

"I will keep then all, because I love you more then anyone, and I would never forgive myself if I lost you" he said hugging me once more then repeated "I love you."

"I love you too" I murmured then added "and that's why I'm so afraid I'm going to change you"

"You won't change me, it was Williams fault that he couldn't stay within the limits and it's his fault you guys didn't stay together." He breathed to me holding me close and never looking away from my eyes no matter how much I tried to look away.

"It's not his fault, he stayed within the limits that I set, but I got scared when he actually acted farther then I had ever gone, so I got mad and blamed it on him, he did nothing wrong" I said eyes wide with pain.

"Even though he stayed within your limits he should have had some of his own, and stopped the minute he sensed you were scared" he answered confidently. Unable to shoot back a comment I just leaned against him again and relaxed as best I could. Letting down the barriers completely and cried silently into his chest his heart beating fast and continuous comforting me in the way only he could.


I have to try to break free
From the thoughts in my mind.
Use the time that I have,
I can't say goodbye,
Have to make it right.
Have to fight, cause I know
In the end it's worthwhile,
That the pain that I feel slowly fades away.
It will be alright.

Hope you liked it. Not my BEST work but, good enough. Tehe. R&R please.

gRaCe