Oz let out a breath he hadn't known he was holding. He'd finally finished copying down all the notes from the book.

The bell rang loudly and students began to leave for their next class. Oz packed away his things and returned the book to the shelf. Again, he waited back slightly, but just as he was about to walk out the door, he felt someone grab his shoulder and he was pulled back.

"What's your hurry Oz-kun?"

He turned around and faced Break, and again, he didn't like the way the man was looking at him. Break took a step towards him and instinctually Oz took a step back. Suddenly the man reached forward and grabbed Oz's chin, forcing the boy to look at him in the eye.

"Tell me Oz-kun, where in the world are you?"

Oz didn't understand what he meant and Break smiled an almost eerie smile.

"With my faded eyes…I just can't see you clearly at all."

Oz was beginning to feel very uncomfortable, the look in his eye said that he wasn't really expecting an answer, but wanted one nonetheless.

"What do you…?" Oz said quietly.

Suddenly he was pulled back again, this time, however, he was unable to stay on his feet and landed hard on his backside.

"So, your eyes have finally rotted out, you Stupid Clown!" A loud voice mocked. "Can't you see, Oz is right here?!"

Oz looked up from where he was sitting to see Alice standing over him, her grip still firm on the scruff of his shirt.

Where had she come from? When had she come back? Or…had she never left?

"My my, Alice-kun, this is a surprise. How odd of you to stand up for another student, is there something about this young man that you've taken a liking to?"

Alice smirked, tilting her head slightly.

"That's my business Clown." She said as she promptly hauled Oz to his feet.

He barely had time to place both feet flat on the ground before Alice practically shoved him from the room.

-XXX-

They walked in silence for a moment before Oz turned to Alice.

"Thanks for saving me, I didn't know what I would've done if you hadn't shown up" He said with a laugh.

Alice seemed to disregard him before replying.

"Anything to ruin the Clown's day." She muttered. "Stupid Clown."

He decided not to ask why she'd chosen to help him, one should never look a gift horse in the mouth. According to their timetable, they now had a morning break. When Oz looked over to ask Alice if she'd like to eat with him, he found that she'd disappeared. Slightly disappointed, Oz wondered where he could go, if he was going to be alone anyway, he preferred to be alone where he didn't have to watch everyone else with their friends.

He decided on the school roof, no one would go there and students were free to spend their breaks anywhere, including the school building, so that should include the roof as well.

-XXX-

Gilbert exhaled heavily, the cigarette smoke clouding his vision for a moment. He felt a cough rising in his throat, but suppressed it. He was ashamed of himself, he was only 24 and yet sometimes he coughed like 60 year old sailor with emphysema. He tapped lightly on his chest, leaning against the railing, hoping to keep his smokers hack at bay for just a little longer, the coughing fit itself was quite painful.

He could only smoke on the roof of the building if didn't want to be seen, and also because he wasn't supposed to smoke around the students, second hand smoke was more harmful than the initial inhalation, he certainly didn't need that guilt on his conscience.

Suddenly he heard the door open behind him, he hastily removed the cigarette from his mouth and hid it behind his leg as he turned around.

"Oz-kun?!"

"Gilbert-sensei?!"

Oz was frozen, the details of their last conversation came rushing back. He struggled to think of something to say to ease the tension that currently hung in the air.

"W-What are you doing up here?" He asked, nervously scratching the back of his head.

"U-uh…I was just…dammit!" He began to speak, but suddenly jumped and cursed.

Oz jumped at his yell and began to think he'd done something wrong, that was until Gilbert brought his hand up and began to wave it back and forth. He also noticed the cigarette butt fall by the man's foot at the same time.

"Ah, well, I guess I'm sprung aren't I?" Gilbert laughed.

Oz couldn't help but laugh too, the tension gone.

"So, you came up here to smoke?" Oz said as he went to stand by Gilbert.

He nodded and removed the pack from his back pocket, taking one out and sticking it in his mouth. He replaced the packet and brought out a lighter, he looked at Oz and seemed to think twice. He put away the lighter and removed the cigarette from his mouth.

"I'm not supposed to smoke around the kids." He said.

"Oh, I c-can go, if…you want to-" Oz stuttered, suddenly feeling like somewhat of a bother.

"Nah, it's probably better this way, I'm thinking of quitting anyway," Gilbert replied as he discarded the unlit cigarette in the nearby bin. "Why were you coming up here?"

Oz froze, suddenly very embarrassed, he turned his head so Gilbert would not see him blushing.

"I…uh…" He hesitated.

Gilbert watched curiously, he hadn't meant to make the boy uncomfortable.

"Well, anyway, I'll leave you to it." He said as he began to walk away.

Oz almost asked him to stay, but thought better of it for fear of creating future tensions. When he reached the door to the roof, Gilbert stopped and turned around.

"And Oz…" Oz looked up. "…about what you said earlier, forget about it, but if you ever need someone to talk to, I'll listen." He said with a sincere smile.

Oz couldn't say anything as he opened the door and disappeared inside. Oz sat down on the spot and stared up at the sky.

What was this strange fluttering feeling in his chest? And why did it feel so pleasant to Oz?

He wondered what else could possibly happen to him today: a rather frightening girl who seemed to have two completely different sides, an beguiling teacher who was forced to smoke in secret on the roof of the school, another teacher with blood red eyes and a curious looking doll on his shoulder, now he'd seen everything, but Oz also guessed that he'd barely scratched the surface of Pandora Academy.

"If you ever need someone to talk to, I'll listen."

Oz couldn't stop replaying those words over and over in his head, he was extremely adept at picking out liars and he hadn't been able to discern any trace of deception in Gilbert-sensei's words, it made his heart beat unexpectedly fast.

Gilbert-sensei had known him for not even a day and yet, he'd already offered Oz more than he'd ever hoped to receive from anyone; even his own family, his own father had never even-

Oz couldn't stop himself in time and thoughts of his father flooded his mind.

"It'd be better if that thing had never been born."

"Don't touch me filth!"

Oz covered his ears in a desperate attempt to drown out his father's voice, his hatred.

"I'll listen."

Warmth flooded his chest and his father's voice faded away, replaced by Gilbert-sensei's soothing reassurance and gentle smile.

How was it that a single sentence could seemingly purge a lifetime of hateful words? How had Gilbert-sensei left so much of a deep impression on Oz? How was it that he filled Oz with so much strength, so much hope, warmth?

Maybe it was the denial of any kind of acknowledgement from the one person he'd strived to impress for the entirety of his childhood, that had left him so receptive to affection, but he didn't care. To find someone who wasn't his family that…cared, it was overwhelming to Oz.

He decided then and there, that no matter what, he would become the best student he could, anything to keep himself in Gilbert's favour, anything to keep that affection flowing.

Anything.