Billy was going to regret this.

He knew that.

It was impossible to miss.

Billy Batson was going to be in so much trouble that it was not even going to be funny. He was going to die, eviscerated by the big bully currently chasing him down the empty street.

WHY? WHY ME? I CAN'T SHOUT SHAZAM EITHER! The power of the wizard wasn't meant for big old bullies, no matter how much he wanted too-

WHAM!

Billy slammed into another person (he could tell because this person was soft and squishy instead of brick hard like a wall and oh crap he had just run into an adult- "S-Sorry! I'm so sorry, are you okay? Please be okay-" He was panicking.

A low grunt was his answer, and Billy frowned, puzzled by the man. He had gray hair, from the top of his head to the big, bushy eyebrows, tired, worn creases lining his face as he stared up at Billy, one eyebrow rising in slight surprise. Work coveralls were covered in dirt- more dirt then if Billy had knocked him down.

"Mister?"

The man blinked, before smiling, a small tilt to his lips. "It's Dudley. Dudley H. Dudley. You are?" As he spoke, he pulled himself to his feet, casually slapping one large hand against the coveralls, sending dust flying.

Despite the fact that bullies were chasing him, Billy grinned, "It's Billy. Mister Dudley, you okay?"

"Fine kid. Now where are you off too in such a big rush? School just ended two minutes ago."

Billy barely covered his wince. He hadn't- couldn't go to school. He was far too busy just trying to scrounge enough food to stay alive, and with winter soon approaching… "I know. I was just running from-"

"YOU LITTLE BRAT! YOU'RE DEAD! DEAD YOU HEAR ME? DEAD!" The angry roar, backed by the sound of cans falling made Billy jump with a yelp, looking behind himself wildly.

If only he could change into Captain Marvel, and then he could take care of them! But Captain Marvel had his own enemies, and Billy Batson had his enemies, and a couple of bullies were Billy's enemies.

Billy ducked beneath an upraised arm, waving desperately, "It was really nice to meet you Mister Dudley, gotta run! Bye!"

Dudley reached for him instinctively, but Billy missed it, already off and running down the street. Quickly the nearly nine-year-old darted around trashcans, dodging other pedestrians in the mad rush for safety.

Wheezing and panting for breath, he paused at a corner, glancing behind himself for any sign of the bigger boys. There wasn't even so much as a sign that any of the bigger boys were chasing him.

Billy's brow creased slightly, as he considered the empty street behind him, before with a joyful, happy shrug, he turned facing forward again. The streets were clear, and he happily began to walk down the road, whistling softly to himself.

"I'm not going to get any dinner tonight, but that's fine." He murmured, more to reassure himself then anything else- Billy had already had two nights without dinner, and his stomach was caving in, trying to eat itself from inside out. Billy sighed, stopping on the lonely road.

"I hope that I get a call-"

"From where?"

Billy jumped, and whipped around with wide, surprised eyes. "O-Oh! Mister Dudley!"

"Just Dudley." The man eyed him for a moment. "What call?"

"Uhh- no call?" It wasn't like he could say that he was expecting a call from the Justice League. Mr. Dudley wouldn't believe him, and Batman would get mad for spilling his secret identity.

"Sure. Whatever you say." The man had a newspaper tucked beneath one arm. "C'mon kid."

Dudley began to walk in another direction, leaving Billy flummoxed behind him. "Wha-"

"C'mon. I'll buy you lunch." That sounded really good, but Billy knew what happened to kids who accepted strange offers from people off the street. So Billy shook his head, and waved an awkward goodbye.

"Sorry, but I gotta run-"

Dudley just looked at him for a moment, kind of like how Batman looked at him, and Billy smiled weakly. Then, Dudley shook his head. "Fine. Go ahead and go. But if you ever want to talk, I live down this road." He jerked his thumb at the small apartments.

They weren't high-class, nor were they low class- they were on the lower end of middle-class, or pretty near low-class.

Dudley turned his back and began to walk away. Then, abruptly he paused, hand reaching into his pocket to pull out a large, red, ripe apple. The child's mouth instantly began to water.

"Oh, and an apple. Avoid those bullies from now on, got it?"

Billy watched him for a second, before his pager beeped signaling that it was time for him to be Captain Marvel, and with a wild grin, the child took off down the streets.

Dudley was not a stupid man, despite what people may think. He knew the difference between a child who had a poor home life, and a child that didn't have a home at all. And the little scruffy kid that had run into him didn't have a home at all.

It was too soon after school for elementary kids to be out, especially fourth-graders. Moreover, the kid had the too-thin look of someone out to starve on the streets.

The newspaper in one hand crinkled, and Dudley took a deep breath, reminding himself to breathe. His face didn't change- he was a con man after all. Retired, but his poker face was legendary. But still…

Those wide blue eyes had made his heart stutter to a halt just for a second.

Dudley stormed up the steps, opened the door, sat himself down on his own couch and attempted to read his newspaper. Attempted. He couldn't concentrate, mind coming back to the homeless boy.

Which didn't make sense.

Fawcett City was a city of homeless, parentless children. It was a sad, sad fact of life, but runaways, those without homes, those without parents, were drawn to this old city that hummed of older times, supposedly simpler times.

So, lots of homeless children, so why was his mind coming back to this eight-year-old?

The apple he had give would be enough for a meal for a day.

And, if he wanted to be a creep, it would also be a tentative essay into friendship. Dudley turned another page, groping blindly for the tv remote. The apartment was always so silent, and there was never a friendly voice.

The middle-aged man sighed, as the TV came on, in the middle of an empty apartment, with no one to talk too. "You are crazy Dudley."

He had no business butting into a child's life. None. He didn't belong in a child's life, because he would mess it up. What business did a middle-aged man with no wife or girlfriend have with children? He was their janitor, sometimes dispensed wisdom, mostly yelled at them for sticking gum on the inside of their desks.

The newspaper was picked up again, as Dudley shrugged. He would bring another apple with him tomorrow, and wait in the same general area he saw Billy at. If the kid didn't show… no skin off his nose, right?

The next day instead of Billy, he ran into Captain Marvel.

It was actually a funny incident. Dudley had been rummaging through his bag, searching for a paper that he had been trying to fill out, and then a mighty crack of thunder that generally heralded Captain Marvel's arrival filled the air.

A second later, the bright red with white and gold flashed by him. It stopped half a block down, and backed up, until Captain Marvel was floating in front of him. "You might want to move sir." (Dudley always held a soft spot for Captain Marvel. He was the nicest out of the superheroes other then Flash, and had this childish innocence that proclaimed him to be one of Fawcett's own) "Black Adam is attacking the area."

"Alright. You take care of yourself now."

Captain Marvel blinked, before grinning, "C'mon, you saying that to me? I'm almost as good as Superman you know."

"Yeah. But still, you take care of yourself. Here. An apple." If he couldn't give it to Billy, he might as well give it to the next best person.

CM looked surprised as the red fruit was tossed towards him, before grinning again, and Dudley could've sworn just for a second that he saw Billy in those warm eyes, a pure childishness that annoyed most, but Dudley had always enjoyed.

"Thanks." CM rose into the air, white cape fluttering, still holding onto the apple. Dudley watched him go.

The next day he approached the area to find the abandoned building nearby completely leveled, and Billy staring at the scene with a sad look on his face. Third day, third apple. "Hey kiddo."

"Oh, Mister Dudley!"

"Just Dudley."

Billy nodded, smiling slightly now that his attention was taken away from the scene. "How are you doing?"

"Fine." He didn't point out that elementary school in any reasonable walking distance wouldn't be getting out for another ten minutes. "I see you came to see the damage."

"Yeah, somebody got hurt, and I was afraid that it was y- well, somebody that I know."

"Yeah?" Dudley held out the apple, feeling just the slightest bit bad for bribing the kid to come to him. Billy practically lit up when he saw it though, so Dudley figured he wasn't doing any harm there.

Except, you know, really beginning to enjoy this kid that talked way too fast, hands moving and arms flailing, bright blue eyes dancing with mirth and laughter. Maybe he wasn't a homeless kid, because most homeless kids had this kind of stuff beaten out of them by now. Even a few months of living on the street could pull out the worst in a person, especially kids.

They separated that day, Billy with a half-eaten apple, Dudley with a lighter heart.

It became tradition; at first Billy didn't come around too often, skittish of strange people. But Dudley won him over (all the food he was sure, even when he tried, he wasn't the worlds most welcoming person) and Billy started visiting every day.

Even when the weather began to get colder, he'd still show up in a threadbare jacket, and Dudley found himself making excuses to buy Billy second-hand stuff, warm and thick.

Captain Marvel began popping up a little more often, talking to him, as Dudley nursed his own suspicions. It was silly to think that Billy and Captain Marvel were the same- but at the same time, it wasn't. Magic did strange things after all, and after his announcement that his powers were granted through magic (not broadcast through the city, more of something that slipped out in warm conversations between hot cocoa that he mixed up for Billy) the suspicion remained.

Captain Marvel, despite his wisdom, was a kid at heart. Probably a real kid.

Though it was hard to imagine him as homeless Billy. Wouldn't somebody in the League of noticed by now and gotten him to a real home?

Dudley tapped his fingers against the edge of a wall, and then ran a hand through graying hair.

Whoever- whatever- Billy was, Billy was his kid, and he was going to take care of him. So that was why, as Billy coughed softly into his gloves, shivering in the bitter cold, Dudley finally asked a question that he had been meaning to ask for a long, long time.

"Billy."

"Yes Mister Dudley?"

"You don't have a home. Now don't panic- I was just going to offer, if you aren't scared of little old me, you could always come stay at my place. For as long as you want- ooph!"

"..."

"What was that?"

"I said thank you. You're the greatest."

"Yeah, yeah. C'mon. Let's go home."

"I- I shouldn't."

"And why not?"

"Well- I got a secret. You're okay to tell because you're a really nice person despite your gruff exterior, Solomon's wisdom says so- but- I'm actually Captain Marvel. You should know, because sometimes Black Adam comes after me-"

"I believe you. Still, let's go home, it's getting colder out here."

"Okay… Uncle Dudley."

-end-