A/N: Here I am back with some 3/4, Walluki cuteness :)

"Pleeeease, Wally?"

Numbuh 3 stood in front of him, her hands behind her back, and her eyes so big he could jump into them.

"What makes you think I'd want to come to some dumb old sleepover?", Numbuh 4 said, crossing his arms. "Because that sure turned out well last time."

"But this will be different, I promise!", she said, throwing her arms in the air. "You can come over to my house, and we can do whatever we want."

He raised an eyebrow. "Whatever we want?"

She nodded. "Yeah, my parents work a lot and my sister likes to stay in her room, so we'd be alone most of the night," she told him. "I've got games, and movies, and lots of snacks."

"Alone" was the word that stuck in his mind. Having a sleepover with Numbuh 3, or anyone really, seemed so dumb and boring to him. They were for girls to sit around and talk about girly things. When she asked him to stay over for a night though, he'd be lying if he said he wasn't at least a bit intrigued. Not every kid got to spend the night alone with their crush.

"Hmm," he put his hand up to his chin.

"Pleeeeaaaase?", she pleaded again, grabbing his orange sweatshirt.

Numbuh 4 sighed. "Alright, fine," he said. "It's worth a shot, I guess."

Numbuh 3's eyes grew wide, and she jumped back, clapping her hands. "Yay! Oh, we are going to have so much fun!", she shouted. "We can play games, and watch Rainbow Monkey movies, and I can give you a makeover..."

She began rambling on and on, her words sounding like mumbles going in one ear and out the other.

The only thing he could think about was what in the world he just got himself into.

Wally put his fist up to the door, knocking on the hard wood.

A few seconds passed, and the door opened. There stood Kuki, her face lighting up when she saw him.

"Numbuh 4!", she exclaimed, jumping from the doorway to hug him. "I'm so glad you're here!"

Her embrace surprised him, causing him to drop his bag next to his feet. "Glad to be here," he said, his voice monotone.

She released him and put her hands on his shoulders. "Oh, what should we do first?", she asked.

"Maybe we could go inside?", he said.

"Oh! Yeah, good idea, hehe," she said, giggling. She turned around and led him inside of her house. "Come on, Wally, I'll take your bag."

She grabbed his bag from his hands, leading him up the stairs to her room.

Before she even opened the door, he felt his stomach turn. Her door was covered in those things she loved so much, yet they made his stomach curl.

Those cruddy Rainbow Monkeys.

The door opened, and he found himself being dragged inside.

Kuki's room was covered in stuffed animals, and many other "girly" things like makeup and nail polish. It was nowhere near as many as her room at the treehouse, but it was enough for him.

She sat his stuff on her bed, then turned to him. "So, first we need to put on our pajamas."

Wally looked at his clothes, then at the window. The sky was beginning to turn yellow, the sun low. "But isn't it too early?"

She shook her head. "Not at all, silly," she said, walking over to her dresser. "This is a sleepover, we have to wear our pajamas."

"Alright, alright," he grumbled, reaching into his bag to grab his pajamas.

She went over to her closet, pulling out a changing screen. "Here, we can use this," she said, smiling. "That way you don't have to change in the icky bathroom."

He watched as she went behind the screen. Something inside told him to watch her silhouette, but instead he turned around.

"Okay!", Numbuh 3 said as she came out from behind the screen, wearing her purple nightgown. "Your turn, Wally."

He turned around, and walked over to the screen. Kuki was too busy to even think about watching his silhouette, as she was rummaging through her closet.

"Hmm, oooh, I have an idea," she said, holding up some bags. "I'll be right back, I gotta go get some snacks."

Her footsteps could be heard as she went downstairs. Wally zipped up his orange footies, and stepped out. In her absence, he took the time to look around her room.

Despite having been friends for quite a while now, he'd never really been in Numbuh 3's room. Well, her actual room anyway.

It was a lot different than her treehouse room, like it showed a different side of her. The room was smaller, though her bed took up a lot of space.

There was a small vanity on one side, with a dresser on the other. Her closet was neat, all of her clothes hanging on the rack.

A few posters lined her walls, most filled with Rainbow Monkeys or other cartoon characters she thought were cute.

The best thing though, was the picture she had on her dresser. It was the two of them when they first became members of Sector V.

They were the two new members, both joining around the same time. It was scary, yet exciting. There was something about her when they met that told him that they were going to be good friends.

His heart skipping a beat as he looked at the picture, those feelings flooding back.

The door creaked open as Kuki walked in with her arms full of treats.

"Look what I got!", she said, sitting everything on the floor.

Her bedroom now had a small section that was covered in candy, popcorn, and apple juice.

"I wanted some soda, but Numbuh 2 told me it probably wasn't a good idea," Kuki said. "Unless we want our party to be robbed of course." She laughed.

Wally sat down next to the pile of snacks, and grabbed a bag of popcorn. "Oh, I love these!", he said, reaching in a grabbing a handful. "Thanks, Kuki."

She sat down next to him, grabbing her own popcorn. "Of course, Wally!", she grabbed her own mouthful. "I got these special since I knew you were coming over."

Something about her words made him smile, and she did the same.

"So, what're we gonna do?", he asked.

"Oh!", Kuki said, reaching behind her. "I thought maybe we could give each other makeovers."

He choked on his popcorn. "No way, Numbuh 3," he said, standing up.

"Aw, come on, Wally," she said. "You can do my face, and I get to do yours."

He pouted. "No."

"Pleeeease, Wally?", she kneeled in front of him, with those big puppy eyes she knew he couldn't resist.

He sighed. "Fine, but nothin' too girly, okay?"

Kuki squealed. "Okay!", she patted the floor in front of him, signaling for him to sit down.

Wally obliged, sitting so that their knees were touching. He watched as she rummaged through a pink makeup bag. Her hands fumbled through many eyeshadows, lipsticks, and blushes, until she finally pulled out the colors she liked.

"You like orange, so maybe I should make you look like one!", she said, holding up a tube of orange scented lip gloss.

Her fingers dangled around the cap as she pulled out the wand. "Pucker up!"

He reluctantly puckered his lips, closing his eyes. The gloss was cold as the wand pressed up against his lips, small bits of orange slipping into his mouth. Her giggles filled his ears, and he tried his best not to smile.

"Done!", Numbuh 3 said, sitting back. She watched as he opened his eyes, putting a finger to his lips. "Aw, you look so cute."

Numbuh 4's face turned red, and he looked away from her. "Ehh, I'm not cute."

She giggled. "Oh don't be like that," she said, waving her hand down. "Of course you're cute."

He crossed his arms, still looking away. "Okay then, what makes me cute?"

Kuki put a finger to her lips, tapping them lightly. "Well, those pajamas you always wear are super cute, oh, and your hair too." She reached out and rubbed his hair, causing him to flinch.

He pushed her hand away. "You think my hair is cute?", he asked, fixing it with his hands.

"Of course, silly," she said. "You have the cutest hair in the whole Kids Next Door!"

His face burned a more intense shade of red. "Heh, t-thanks, Kuki," he rubbed the back of his neck. The bag in her lap caught his eye. "Okay, now it's my turn."

She let him grab it, and he sat it in his own lap. The small, pink bag left a trail of glitter on his lap. He grumbled as he pushed it off to the side, reaching for the zipper.

Wally's eyes widened as he looked through the bag, not recognizing anything. He knew very little about makeup. He knew his mom wore it, and he had vague memories of playing in it when he was little, but the actual application of the various items was lost on him.

His fingers moved through the bag, pulling out various tubes of lipstick and gloss, when one in particular his eye. It was a green, lime scented gloss made into the shape of a Rainbow Monkey.

"Eh, they make Rainbow Dorky makeup?", he asked, holding the tube in his hand.

"Yep!", Kuki said. "That one is from the new collection, "Rainbow Fruits", where every color has a different fruit that is, well the same color."

"Uh huh," he said as he moved the lip gloss around, making the liquid inside move from side to side. "Well, here ya go, pucker up."

Much like he had done a few moments ago, she closed her eyes and puckered her lips.

Wally opened the gloss, holding the wand up in front of his face. "Ugh, even the thingy looks like one." He looked at Kuki, who was happily awaiting her lip gloss.

He leaned forward a bit, his hand pressing the wand gently against her lips. It left a glittery, green shine as he moved it across her mouth.

"Mmm, I can taste the lime," she said, sticking her tongue out a bit. "Keep going, Wally."

He sighed, sticking the wand back in the gloss to get a fresh coating. The boy didn't understand how girls could wear that stuff, it was making his lips feel all tingly. He turned back to look at Kuki, who now had her eyes open.

"Here, I'll do this one," she said, grabbing the lip gloss from him.

The wand met her lips, leaving another coating of glitter. She had a smile on her face the whole time, and something about the way Wally was looking at her made her heart beat a bit faster in her chest.

His eyes seemed to be fixated on her lips, a small smile on his face.

She put her lips together, letting the gloss coat her top lip as well, and put the wand back in the tube. "Now, we both look pretty!", she said, putting the gloss back in the bag. Wally clearing his throat made her look up. "What is it, Numbuh 4?"

"I…um, well," he stuttered. "Y-You look really, uh pretty, Kuki." His face became a darker shade of pink.

Hers did the same. "Thanks, Wally," she said, tucking a piece of hair behind her ear, a smile on her face. "Now what-".

She was cut off as Wally suddenly leaned forward, pressing his lips to hers. The makeup bag fell to her side, and she closed her eyes. His arms moved to her back, while she placed one of hers around his neck.

The kiss was unlike anything either of them had felt before. It wasn't too rough, and the taste of their lip gloss melded together, creating a citrusy flavor.

It felt like hours that they sat there with their lips touching each other's, their faces as red as apples, and their hearts pounding in their chests.

Kuki used her hand to cup his cheek, using her thumb to play with a bit of hair that hung in his face.

Their lips released, leaving them inches away from each other. Their eyes met, and Kuki giggled.

"I…never noticed how pretty your eyes are, Wally," she said softly.

He turned away slightly. "T-Thanks," he said, scooting away from her.

She reached out to put a hand on his shoulder. "Are you okay?", she asked, concerned.

"I-I'm sorry," he said, looking away from her.

"Sorry? For what?"

"For…ya know, kissing you and all," Wally said. "I wasn't thinking, and you…you just looked so pretty and I just…"

She moved closer to him. "Y-You think I look pretty?", she asked, a sparkle in her eyes.

"Y-Yeah, I do," he said, his voice shaky. "A-And not just now," he turned to look at her. "I think you're always pretty."

Her blush deepened. "Oh, Wally…", she said. "I'm not sure what to say."

He sighed, looking away again. "I knew it…"

She turned her head to the side. "Knew what?"

"I-I don't know…sorry I just, I'm confused," he said.

Kuki scooted closer, giving him a hug. "It's okay, Wally, you can tell me anything."

He hugged her back, laying his head on her shoulder. "I-It's kinda hard for me to say," he said.

"I'm all ears," she said, rubbing his back.

He sighed. "Gosh, where do I start," he began.

"Anywhere you want."

He swallowed hard. "Well, ya see Num-I mean Kuki, I've always really liked you," he said, his voice shaky. "And I mean like like you, ya know?"

"The whole time we've been in Sector V together, all the missions we've went on, the birthday parties we've spent together with our friends…I was always looking at you."

He squeezed her tighter. "A-And I've never told you until now, because well…", his voice began to break. "I didn't think you'd feel the same way."

"I've always said to myself, 'how could she ever like you…you're a jerk, you're not smart, she can do so much better than you'," he continued, sniffling. "B-But there's always been a part of me that hopes…maybe you like me too."

Kuki felt her heart flutter as he spoke. "Wow…Wally," she said. "I'm sorry I never noticed."

"I just want you to know that I think you're really amazing, Kuki," Wally said. "I'm not asking you to be my girlfriend or anything…", he began to cry into her shoulder. "It just feels so good to finally tell you."

She felt a few tears run down her face as she hugged him harder. "I do, Wally," she said. "I do like you too."

"I will say that you can be really mean sometimes, but you always look out for me when I'm sad and…that means so much to me," she said, sniffling. "You're my best friend, Wally."

"You're my best friend too, Kuki," he said. "And I hope this doesn't make things weird."

She brought a hand up to his head, and began playing with his hair. "I don't think it will, silly," she said. "After all, what happened tonight can be our secret, right?"

"Heh, right," he said. "So…we're not even gonna tell Nigel or Hoagie or Abby either?"

Kuki shook her head. "Only if we want to."

He looked up at her, smiling. "Thanks for everything, Kuki."

She kissed his head. "You're welcome, Wally."

"So…now that that's over, can we play a game or something?", he asked.

Kuki sat back, clapping her hands. "Oh! Yes!", she said, getting up and getting something from her closet. "I just got the new Rainbow Monkey Amusement Park video game!"

Wally tried his hardest not to facepalm, but seeing how happy Kuki was made up for his hatred of those darn Rainbow Monkeys.

"Alright, let's try," he said, standing up.

They walked over and sat on her bed, he grabbed a controller, and handed her one.

The television screen began playing a cheerful tune, as many Rainbow Monkeys appeared on screen.

"What color do you wanna be, Wally?", Kuki asked, nudging him.

"Uhhh orange, of course," he said.

She smirked. "Okay, that means I get to be green."

They laughed.

Maybe things would be a bit different now that they both knew of each other's feelings, but one thing was for sure.

They had many, many sleepovers after that.