A/N: SQUEE. This chappie opened up a whole idea for a sister fic to this one; an explanation as to why Pouncival knows better than any cat about the whole pity thing. Oooh, I should get to work on that one… so many fics, so little time…

As usual with me, this chapter got posted a lot sooner than planned, but I guess no one minds. I'll probably be slower with the next chapter; I have a lot to do with the winter holidays so close. It's CRAZY. So yeah, if you don't see me for a while, it's 'cause I'm going out of my mind drawing and writing up presents for people.

Chapter Two

Off of the Chest, Onto the Heart

We know in our lives, that pity can never replace true caring and that those who try break every heart they touch.

"Quaxo?" she sounded so scared; it hurt his heart to hear it, "Quaxo are you ok? Did you step on something? Did you trip?" She was carefully examining his paw pads, his eyes, his ears, every inch of him that could possibly have made him fall over. He tried at a nonchalant laugh, and it came out far more convincing than he had expected. He was getting good at this.

He'd never had a chance to answer, as number one on his list of rivals had just come sauntering up.

He knew he was imagining the sneer in his smile, he knew Plato was a kindhearted tom.

But what he "knew" meant nothing when the primitive instinct to kill kicked in.

Sweet Heaviside, he needed to get away from them before he did anything drastic.

He politely excused himself from their presence, wincing when he heard their warm greeting. He knew they would be nuzzling, but he couldn't bear to turn around and watch. Just because nuzzling didn't have to mean anything romantic didn't mean it wasn't taken that way, and he was afraid to see the blissful look that would be on her face when her and Plato's pelts touched.

It was hours later that Pouncival found him, and in a terribly pathetic state, too. He was curled up on the hood of the TSE 1, head on his paws, tail swinging in lonely misery. Pouncival crept toward the other tom warily, watching as Quaxo's eyes followed him with little interest. When he was sure he wouldn't be berated for it, he leapt onto the hood next to Quaxo in one fluid motion.

The tip of his tail twitched rhythmically as he stared down at the dejected tuxedo cat. He waited—impatiently—for Quaxo to say something or at least move, but nothing happened. The other tom didn't even look his way, only stared blankly ahead with sorrow radiating off of him in waves.

"Oh, come on!" Pouncival whined in aggravation after several minutes of silence. He lay down with an irritated grunt next to Quaxo, shooting him pointedly frustrated glances. "I've been here for like, and hour and you still haven't said anything! What is it?"

Quaxo turned to look at the patched tabby with eyes so full of pain that they took Pouncival by surprise. "W-whoa," he stuttered, "Sorry… uh… you don't have to talk about it…" His ears fell back in embarrassment. "Erm, sorry." He started to stand, but Quaxo shook his head.

"I want to talk about it, but it doesn't make sense, even to me," Quaxo mewed forlornly.

"Try me; I'm sharper than you think." Pouncival risked a half-smile.

With a sigh of reluctance Quaxo let everything that had been troubling him spill out. It was an almost peaceful half hour, where he was finally able to release the flood that had been building inside him for so long. Pouncival sat and listened, remaining expressionless. Occasionally his whiskers would twitch or his eye would take on a slightly sympathetic glaze, but Pouncival knew better than any cat that pity wasn't what he wanted. When he finished his long and baffling explanation Pouncival frowned, his face contorting into a look of deep thought and concentration.

"Well…" he began. Quaxo waited. "You lost me." He laughed in a gentle way. Quaxo tried to hide his bitter disappointment. When Pouncival saw the look in his friend's eyes he touched his tail comfortingly to the other tom's shoulder. "I'm sorry that I don't understand exactly what you're going through, but I know well enough. You can always talk to me; I'll listen, you know?"

Quaxo managed a sad smile. "Thanks."

Pouncival was worried about his friend. Quaxo had fallen deeper and deeper into a clearly serious depression. Victoria had noticed too, and was almost constantly with him now, but that only seemed to make things worse. The longer she sat with him the more tormented he became. Pouncival almost wanted to go tell Victoria that Quaxo was in love with her, that his depression was on her account.

But he knew that was wrong. Not only would it be cruel to Victoria, but she and Quaxo were such close friends, she was sure to want to become his mate only to save him.

A relationship based on pity. Painful memories flooded back to him and she shoved them away angrily. "Damn it, Quaxo, look what you've gone and done. Just tell her already so I can leave the stupid past behind me," he hissed to himself, not even realizing he'd spoken aloud.

Electra had been lounging nearby, and had heard him. Without even knowing what he was talking about, she felt pity toward him. How was she to know that to Pouncival pity was was a cat's greatest sin?

Victoria sat by Quaxo's side, both of them tucked neatly into the pipe he called home. She was close, her smell wafting around him—a tantalizing reminder of what he could never have, what he would never have the strength or the will to take for himself. Not to mention that now she was making his home smell like her, so that would be several weeks of lasting, prodding reminders.

"I'm really worried about you." She'd been quiet for so long that her sudden speech startled him. He glanced up, too tired to even fake a smile anymore.

"Why?" He sounded indifferent; he was far from it.

She went on as if she hadn't heard him, unable to meet his eyes. "I can't help but think this is my fault."

"It's not." It is. It is. "It would be easier if you weren't so completely loveable, though." The startled expression on her face made him gasp. He hadn't really spoken aloud, had he? He couldn't have.

"I…" she blinked rapidly, unsure of what to say.

So he had.

He groaned and buried his head in his paws. He felt a ripple in his skin and braced himself. Things like these—strong emotions that he couldn't keep in check—almost always brought a change to him. His fur prickled, random patches of it rising and standing on end, mainly the white parts. He could feel his body elongate and become leaner—if that was possible; he wasn't a stout cat by any means. Though he wasn't really aware of the change, he knew the white patches of his fur were going dark except for on his face and chest.

Victoria had seen this happen once before and didn't comment, though she probably wouldn't have even if she'd never seen him change seeing as she was still left speechless by the implications of his words. Cats are blessed—or cursed—with the uncanny ability to sense emotion and she knew that it was not a friendship sort of love.

He didn't know what to make of her silence. At first he'd allowed himself to hope that she was shocked because she felt the same, but the longer she remained speechless the more and more that hope died.

The transformation was completed finally by a shift in personality. Though he and Mistoffelees were, in essence, the same cat and shared the same consciousness, there were minor differences in their behavior. They were both quiet cats, but Mistoffelees had a tendency to make a show of himself, where Quaxo was content with remaining fairly unnoticed. Mistoffelees had t he confidence—or dogmatism—to face any problem head-on without consideration or second guesses. Quaxo was far more reserved: thinking everything over and often not following through with whatever risky idea he'd managed to come up with.

But for all Mistoffelees' extra confidence, he was still Quaxo; he could still feel the turmoil that boiled inside his counterpart's—his own—thoughts. It was this fact alone that stopped him from staying where he was and caused him to disappear in a flurry of sound and light.

A/N: hm… well… I don't like this one quite as much as the last one, but probably because I really, really liked the ribbon metaphor and I didn't really get much of a chance to use it this time.

My idea of Misto and Quaxo's relationship is a little confusing, so for any who are confused, here's how things are in this fic (Note: This is NOT how it is in my other fic, Captivated. In Captivated I was trying to make it simple and not do this, but I decided you could handle it in this one so there):

Mistoffelees and Quaxo are the SAME CAT. They share one conscious mind and one set of thoughts. They share the same opinions, the same feelings, everything. Only two things shift when Quaxo becomes Mistoffelees or vice versa- A) His appearance (obviously) and B) there is a SLIGHT shift in personality. Not so much, to restate, that he would be a different cat, just some confidence boosts and such brought on by having such limitless magical power flowing through you. Gotta love it.

Okie doke, so REVIEW, REVIEW, REVIEW!!