Rain poured down from the dark gray sky and pounded onto the streets. Inside a certain building Madoka Amano tossed and turned restlessly in her bed. "man, I can't sleep with all that rain and thunder" she frowned. She got up from her sleeping position and let her feet land onto the soft carpeted floor. She and Ginga were currently in America visiting Masamune, Toby, and Zeo. Toby had offered they stayed at his house. She slowly opened the door to the room, careful not to wake anyone up. She walked down the stairs and into the living room. Masamune and Ginga slept on the floor while Zeo had taken the couch. She smiled and swiftly walked across the room and to the kitchen. She grabbed a glass from the cupboard and ran the water for a minute. "Madoka?" she turned to see Toby in the door way in his night cloths with his hair tied back.

"Oh, Toby did I wake you?"

"No, I've been up for a while" he took a minute to get a good look at the maroon haired girl "you look you haven't slept all night" he frowned slightly.

"The thunder keeps waking me."

"Madoka are you scared of the storm" he asked in a playful tone. Madoka didn't notice his playful attitude and looked down.

"Yeah" she admitted with embarrassment.

"huh, why? Its just a storm."

"My mom...when I was younger it was raining really hard and I was really sick. She had to run out to the store to get me some medicine. My dad was still at work so she told me to stay home while she ran down the street. So, I waited and waited and she never came back. I decided to go look for her and when I found her, but I don't what she did to make than man mad!" Madoka began to cry silently. She took a deep breath. "That man killed her and left her there...by the time the police got their she was gone and the man got away. And ever since storms just bring back those awful memories."

"Madoka I-"

"It's OK Toby. I've never told anyone that story, not even Ginga. And it felt good to get that of my chest, I kinda feel better now."

"Hey, how about you sleep in my room with me? Maybe you wont think about that." Toby didn't give Madoka a chance to answer before he took her hand in his and pulled her back up the stairs and to his room. He smiled and pushed he onto his bed and jumped onto the other side.

"I guess I have no choice" she laughed.

"you don't!" he smiled and pulled to covers over her and him. Toby settled down and fell asleep. Madoka layed staring at the ceiling, occasionally pushing Toby away; who wanted to cuddle. Soon Madoka found herself drifting to sleep thinking about what a great friend Toby was for letting her sleep with him.