06-16-11: For those of you who received a notice that I updated this story - all I did was fix a couple grammatical errors that were REALLY bugging me. Nothing in the actual story was changed. I apologize if it misled you. please forgive me.

06-22-11: Omg! I can't believe I had "suitcases" written where "sleeping bags" was suppose to be! I've read through to edit this story at least 20 times! How have I never caught that before now? UGH! So sorry folks. I hate my brain sometimes .


AN: So it's 2:22am, I have to be up at 7am to go to work, and i still can't get to sleep. So I think I needed a little FLuff before bed. ^^


Marik laid with his hand behind his head, staring blankly at the wall of his tent. The small battery-operated lantern on the floor was set to "dim" and cast a gentle glow over the black and tan canvas. He'd been sure to pack extra batteries for it. No way was he sleeping in the dark way out here.

From across the medium-sized campsite, he could faintly hear Joey snoring from the large tent he shared with Tristan and Duke. Marik sighed. The noise was far off enough it didn't bother him. But it made him very aware that he was by himself. Of course, Yugi had a tent to himself, but he had the Pharaoh for company if he needed it. And Ryou was in his own tent on the far side of the clearing, no doubt already asleep. He had the Ring Spirit to talk to if he wanted. And Tea was sharing a tent with Serenity.

Marik tried to push aside the feeling of loneliness that was clutching at his heart. He missed Odion. He wished he had invited him along… but then, Marik was sure his older brother wouldn't have much fun camping with a bunch of teenagers. Sighing again, Marik scooted deeper underneath the plush blankets he'd brought, thankful for the warmth. 'At least the sun will be up in a few hours or more.' He frowned thoughtfully. Why did that sound familiar?

His thoughts were interrupted by footsteps outside. Someone must've gotten up to use the bathroom, he thought. But the sound stopped right outside his tent. Silence. Marik tensed and listened hard.

"Marik?" came a small whisper through the canvas.

"Yeah?" he answered hesitantly.

"It's Ryou. May I come in?"

"Sure, come in," Marik propped himself up on his elbows as the loud sound of zipper filled the tent. The light of the lantern spilled over Ryou's white bed-messy hair as he crouched and stepped inside. He wore a grey t-shirt and blue-striped pajama bottoms. His feet were bare.

"Cor, it's freezing out!" he said in a quiet voice as he zipped the opening closed again. "I've got goosebumps just coming from my tent."

"Here," Marik pulled back the blankets to reveal several open sleeping bags laid over one another on top of a large thick comforter. The bed he'd made was wide enough for three people. (Marik liked room to move around freely).

Without delay, Ryou crawled over and quickly laid down, pulling the plush covers over himself.

"Thank you," he panted from the cold. The blankets were already warm from Marik's body heat and it was a wonderful relief from the air outside. "At least you were smart enough to bring warm covers."

"You didn't?" Marik asked, scooting over to give Ryou more room.

The pale boy shook his head, "Bakura did the packing and all he brought was the one sleeping bag. He likes the cold, but I don't."

Marik smiled as the whittete frowned to himself and snuggled deeper into the covers.

"So you couldn't sleep?" he asked, propping his head in his hand.

"Nope," Ryou answered. "Also their tent is right next to mine and Joey's snoring is just a bit too much for me."

Marik gave a small laugh, "I bet, I could hear him from here."

Ryou listened. They heard another faint snore. "Oh my goodness, you can!"

Marik smirked. Ryou looked up at him, his brown eyes shining sweetly in the dim glow.

"Is he keeping you awake too?"

"No. Actually -" he trailed off, unsure whether or not to finish.

"What?" Ryou asked.

Marik shifted awkwardly and opened his mouth to continue but froze when Ryou's eyes shot wide open.

"Oh my - I'm keeping you up aren't I?"

"What? No, I -" Marik was caught off guard.

"Oh, I'm such a sodding pain!" he threw the covers off and lifted himself up. "I'm so sorry, Marik, I wasn't even thinking."

"Ryou-"

"I'll let you get back to sleep. I'm sorry," He rose and headed for the tent opening.

"Wait. Wait!" Marik grabbed hold of Ryou's arm. "You didn't wake me, Ryou. I was up already, I swear."

Ryou's face still flinched with guilt. "But I shouldn't be here keeping you up longer-"

"It's fine, really."

Ryou didn't hear him. He kept talking, almost to himself. "That's not fair to you. I was just nervous. Bakura was teasing me about being out here in the woods at night and he wouldn't quit talking about crazy weirdo's sneaking into the campsite - and when he finally went to sleep I felt lonely and the others all have someone sharing their tents and -"

"Hey!" Marik raised his voice slightly and Ryou blinked at him in confusion. "It's okay, Ryou. Really. I'm glad you're here. Honest."

His friend looked confused, "You are?"

"Yes, I am," Marik gave him a warm smile. "I was feeling alone too, before you came over. That's why I couldn't sleep."

Ryou didn't look completely convinced, but Marik gave his arm a light tug and pulled him back down to the bedding. "You can stay here if you want to."

"You sure?" Ryou asked, pulling the covers back over himself.

"It beats sleeping by yourself in the cold doesn't it?" He was wearing his kind "Namu" face and Ryou blushed at the smile he couldn't keep off his own face. He hid it with the blankets.

"I'm sorry I sounded so foolish, talking about weirdo's in the woods. I guess I let Bakura get to me… again."

"He has a way of getting under your skin," Marik said. "Literally in your case."

He'd meant for it to be funny, but Ryou's tone was mostly serious as he agreed, "Yeah."

Marik's brow twitched with some concern, "Are you okay?"

"Yes. I just… yeah," Ryou's eyes glided over the inside of the tent, uneasily.

Marik couldn't help but feel pity for the poor little one bundled up beside him. He knew Bakura could be mean. He was sure Ryou had to put up with his morbid sense of humor all the time. What else had the thief frightened his poor host with over the years?

"Come here," Marik said softly and pulled Ryou closer to him. The shy british boy eagerly snuggled up against him. He was trembling. He'd been trying to hide it under the covers but Marik could feel his whole body shaking along his own. The Egyptian wrapped his arms around his friend and held him close. Ryou shut his eyes tight and nuzzled into Marik's chest, embarrassed but still grateful.

"Don't be scared, Ryou," Marik murmured, gently stroking the soft white hair. "No one's gonna harm you here."

Ryou nodded but clung to Marik all the same.

"Forget what Bakura says, try thinking of nice things."

Ryou didn't think that was possible at this point, but he gave it a try. Soon he stopped trembling and a small smile spread across his face. "Have you ever seen those containers of whipped cream that come in the aerosol cans?"

"What?" Marik blinked and looked down at him.

"I just remembered something," Ryou looked up into Marik's amethyst eyes. "When I was very little - maybe three or four - my father use to always keep a can in the refrigerator for bedtime."

Marik cocked his head to the side curiously, still unconsciously petting Ryou's hair very lightly.

"It was a routine we had back then," Ryou continued. "After I was in my pajamas and had brushed my teeth, he'd call me to the kitchen and tell me to hold out two fingers. Then he's spray a dab of whipped cream on my fingers and I would put it in my mouth." He shrugged. "Then I would go to bed."

Marik looked puzzled, "Why did he do that?"

"I'm not sure." Ryou thought for a minute. "It doesn't make much sense now that I'm looking back on it… But it was always special at the time. Like something we just had between us, you know? I've never heard of anyone else doing that."

"I've never heard of it ever," Marik mused.

Ryou lowered his head, "Sounds pretty dumb, I know."

Marik smiled, "Nuh-uh. It sounds kind of sweet to me."

Ryou looked back up at him.

Marik met his soft gaze, "It's like your father wanted you to have sweet thoughts as you went off to sleep. Did you have nightmares back then?"

Ryou blinked at him, "No… No, I didn't. Ever." He sounded surprised, as though he'd just realized it.

Marik's smile grew and he held Ryou closer to him, "There ya go."

Ryou wrapped his own arm over Marik's chest and snuggled against his warm, tanned skin with a small sigh.

"Thank you, Marik," he said softly.

Marik gently stroked his back and whispered, "Sweet dreams, Ryou," before kissing him softly on the head.

Woodland weirdo's and loneliness forgotten - both teens let the warmth of the covers, the lantern glow, and each other carry them smoothly into sleep.

When the sky was just beginning to light up, and the earliest of the early birds began wishing each other good morning, Bakura opened his eyes to find a strong tan body sleeping underneath him. He looked up toward Marik's unconscious profile turned slightly away from him. He felt his face flush and he closed his eyes tight. Bloody hell, Ryou. He felt the gentle rise and fall of Marik's torso underneath him and he relaxed, despite himself. He sighed. Might as well enjoy it for now. Carefully, he raised his hand higher on the Egyptian's chest, until it was level with Bakura's face. He felt Marik's strong arms give him a slight, sleepy squeeze, and the Ring Spirit closed his eyes… smiling.


AN: That bit about the whipped cream is a true story. My dad use to do that for me up until I was about 5 yrs old ^^

Reviews are loved. Thanks everyone.