Disclaimer: I don't own Cats.

Tugger watched as the kittens chased each other around the clearing, a heavy feeling in the pit of his stomach. He had been feeling like this the past couple of days and no amount of flirting could make it go away.

Bombalurina was making eyes at him across the clearing, but he couldn't bring himself to walk over there. He gave her an apologetic smile and she seemed surprised as he walked away.

Not only was there a heavy feeling in the pit of his stomach, there was an ache in his heart.

'What is wrong with me? Why do I feel like this?'

He sat on a junk pile, a little ways away from the clearing. He could still hear the kittens squealing and laughing, and Jenny and Jelly's voice ringing out as they tried to keep the kittens from hurting themselves too bad, but he couldn't see any of them.

He stared down as his paws, a slight frown on his face. These feelings had come so suddenly and he wasn't prepared for them.

He was getting older, and while it was fun to flirt with Bomb and the other queens, and hear the kittens squealing over him, he couldn't help but feel... lonely. Everyone seemed to have a mate. Munkustrap and Demeter, Jenny and Skimbleshanks, Jelly and Gus, Alonzo and Cassandra, and the kits were even starting to pair off. He couldn't help but feel that the longing in his heart was the desire to settle down with one queen and have a family.

But there was another problem; he couldn't see himself with any of the queens. Sure, Bomb was gorgeous, but what else did they have in common besides their uncommonly good looks? He liked Rumpleteazer well enough, but Mungojerrie was so damn protective he couldn't even look at her. Plus, there was the whole knowing Macavity thing. Tantomile was nice, but she and her brother were a little... well... weird.

He agitatedly raked a hand through his mane, pulling at a few knots and sighing heavily.

"Tugger?"

He looked up at the soft voice, to see a black and white body moving towards his, the coat glimmering slightly.

"Oh, Misto. Practicing magic again were we?"

A smile appeared and then Mistoffelees was sitting beside him, smoothing his fur out as the sparkles disappeared. Tugger watched in amusement. He had always been quite fascinated with the younger, smaller tom. His magic was extraordinary and he looked forward to his shows. He was learning to do new things every day and it never got old to watch him make someone disappear or to watch him shoot out lightning bolts.

"Are you okay?" Mistoffelees asked, "You seem awfully quiet tonight. Where's your fan club?"

Tugger sighed, stretching his arms as he popped a couple kinks in his neck, "I decided not to entertain tonight?"

"The Rum Tum Tugger doesn't want to entertain?" Mistoffelees teased him, "Oh what has this world come to?"

Tugger laughed heartily, pushing slightly at the magical tom's shoulder. Mistoffelees laughed with him and after they quieted down a comfortable silence draped over them.

"Can I ask you something?" Tugger asked quietly.

"Uh oh, I don't like it when you sound serious," Mistoffelees was teasing him again, but he did look slightly concerned. After all, Tugger really wasn't being all himself tonight.

"Do you ever feel... lonely?"

The smaller tom looked taken aback at the question.

"Tugger, do you-"

"I've been thinking lately," Tugger interrupted him, not meaning to be rude but wanting to get this out, "And I think it's time I settled down."

Mistoffelees was indeed surprised by this statement, if his wide eyes and open mouth were anything to go by. Tugger merely smiled, waiting for this younger tom to say something.

"R-Really?" he cleared his voice, curiosity shining in his eyes, "With who?"

"That's a problem. I haven't decided with who. I just..." he sighed and ran a paw over his eyes, "I've just been feeling... unfulfilled lately. Like something's missing. Oh Everlasting Cat I sound so lame right now."

"Tugger," Mistoffelees murmured as his tail flicked against Tugger's own, softly, almost affectionately.

Tugger looked up. Mistoffelees was smiling, affection shining in his eyes. His face was so cute. His eyes were soulful and looked so innocent. Mistoffelees was really something. Not only was his magic amazing, but he was a great cat too. Always wanting to help out and always humoring the kittens with their requests. He got along great with everyone, and was a truly good friend to Tugger.

"That's the most mature thing I think I've ever heard come out of your mouth," Mistoffelees told him and Tugger laughed.

The air around them was intimate and warm; Tugger felt like he had a blanket wrapped around him. Their tails were intertwined and somehow Mistoffelees' paw had ended up on his fore arm.

"I think you'll make a great mate and father," Mistoffelees admitted, some what shyly.

Tugger examined the younger's face.

'He really is adorable. Any one who ends up with Misto is lucky.'

The air seemed to change around them as they locked eyes. The paw on his arm suddenly seemed to burn and he felt the need to shake it off. Or perhaps he needed more of that heat and he wanted to pull Mistoffelees closer. The other's eyes seemed to be trained on where his paw was, as if he looked away or blinked this moment would be over. Could this be classified as a moment? Tugger wasn't sure. He'd never been in one like this, all his moments had been rushed and full of lust. This one made him feel nervous and anxious, as if one wrong movement could scare off what could be a great thing.

"Tugger?"

Tugger crashed back down to Earth, realizing he had been staring at Mistoffelees' face as he thought. His gaze fell on the other's lips as he moistened them.

'I want to kiss him.' His eyebrows furrowed slightly. How was he supposed to voice that thought without seeming like more of a flirt or without Mistoffelees taking him seriously? Just come right out and say, "Hey Misto, is it okay if I just kissed you right now?" He would surely get hit for that comment.

"Why are you staring at me? It's starting to get a little weird."

"Sorry. I just... sorry."

"The Rum Tum Tugger saying sorry? You really are out of sorts tonight aren't you?"

"Can I kiss you?" Well, that was smooth.

Mistoffelees paled and Tugger felt like hitting himself. Now Mistoffelees thought he was a creep and wouldn't want to talk to him anymore, which was kind of lame because Tugger really did like his company. He watched as Mistoffelees swallowed and prepared himself as he opened his mouth.

"I-I... sure," it was whispered and Tugger barely heard it, but it sent his heart into over drive.

"Really?" that definitely surprised him. He didn't think the younger cat would agree.

Mistoffelees nodded his head, shy once again. The older cat really had to be careful now. One wrong move and he could screw all of this up.

Tugger shifted closer and Mistoffelees copied him. The older tom laid a paw over the one on his forearm and felt it twitch under the contact. Was the tuxedo cat just as nervous as he was? Was it normal to feel like one was going to puke before kissing someone?

Their eyes met again as Mistoffelees gained enough courage to look up and Tugger stopped breathing. This was it.

It was a light touch, a bare press of lips against lips. Tugger couldn't find it in himself to try and do more as he was starting to shake. It was so sweet and Tugger wasn't used to sweet. He was used to raw hot passion and this was on the opposite side of the scale. But he had to admit, he liked the change of pace. He liked not having to choke on a tongue being shoved down his throat or trying to keep up with wandering hands. It was sweet and innocent and Tugger felt himself longing for more.

They parted and their breaths came out in short pants, not because the kiss had taken a lot out of them, but from the mere feelings the kiss had brought on. Tugger hadn't even realized he had shut his eyes until he opened them to see Mistoffelees sweet, shy smile in greeting.

"That was... pleasant."

Tugger nodded and rubbed his thumb in circles on the younger's paw, unsure of what to say or how to act after a kiss like that. But there was nothing to say as Mistoffelees moved back in for a second, slightly longer kiss.

Was this the Heavy Side Layer? Is this how cliché happy endings began? With oppressed feelings being brought out into the open and a sweet kiss? He grinned against Mistoffelees lips as he placed a paw on his white cheek, drawing him forward just a tad bit. If this was a dream, he never wanted to wake up.

They stayed hidden in the shadows, stealing quick, secretive kisses and thinking of the future, as they listened to the kittens play and laugh, as time ticked on, and as two beating hearts synchronized into a single melody. There was a different ache in Tugger's heart now, one he thinks he'll be able to live with.

AN: I'm not even sure where this came from. I found a prompt online somewhere, that was like 'I'm most afraid of...' and I thought of loneliness and then this came about. But I actually think I like this, surprisingly. If you know me, it is quite a feat if I like what I write.