Author's Note: I just don't learn do I. Second time's the charm?

"Every now and then we find a special friend,
Who never lets us down.
Who understands it all, reaches out each time you fall,
You're the best friend that I've found."

Now, to be honest, his Dad's scream of utter terror wasn't really helping anything, least of all the dull pain in Spencer's head. It was just starting to fade too. As Spencer had walked out of the elevator into the kitchen and pulled his hand back from his temple, everyone had seen the gash over his eye. And everyone of course, had different responses.

His sister said she'd seen worse, (and she probably had) his Dad went paler than Spencer felt and almost hit the ground when he nearly fainted, (the table sort of caught him) and his mom rushed over and got him a chair and whipped her cell phone from thin air, dialing 911.

His mom was the best.

"I'm alright I just—Look maybe someone should help Dad up too," His mother cut him off as she got off the phone and promptly asked,

"What on earth happened!?" Spencer had the decency to look sheepish anyway.

"I, erh…I was taking some shots for a new movie and my special effects kind of…unaffected on me and I fell?"

They bought it, and he still doesn't believe that they did. He wasn't sure if that made him a great liar or them questionable parents.

The next hour was a blur of sirens and gurneys and EMTs putting a mask over him and telling him he'd be just fine. Cut wasn't even that deep.

He wrinkled his noise at the mask but obeyed and let them work, fading in and out.

Three stitches tops, kid. Pupils responsive, hey kid follow this light…good, good.

Spencer just groaned and knitted his eyes shut, starting realize his shoulder and side were feeling stiff. He'd slammed right into that wall, hadn't he? Of all the stupid stunts it was this that finally called for a trip to Emergency. Spencer couldn't decide if this made him incredibly lucky, or just incredibly stupid. He settled for a mix of both and did his best to stay awake like everyone ordered.

Billy'd poked his head quietly through the kitchen wall, and had spent the last twelve minutes tracking Spencer. And also bitching and moaning at the EMTs tracking dirt all over his favorite rug, but no one heard him and probably no one cared.

Really, Billy didn't care either. He was just so concerned about Spencer he was getting ruffled by every little thing. His dad's freaking out, his sister's apathy and almost glee, and of course, Spencer's wellbeing. And oh boy, was the guy who had his mitts all over Spenc sure asking for it!

"What the hell do you think you're doing—is that even sterile!? I see you groping for a pulse—it's right, look it's right there! Oh, you couldn't find your ass with both hands and a flashlight, could you?" The lights flickered and the microwave beeped irritably. The ignorance of his presence by every living human there made him even more disgruntled, but he streaked his long body after Spencer when he was loaded onto a gurney anyway. Besides, anytime he couldn't see Spencer he felt a vague tingly feeling in his center, and Billy didn't like it.

The ghost drifted over Spencer's form and watched him for a bit. Then he felt the ambulance moving and he shot into the driver portion of the vehicle to chastise the driver's mediocre at best driving skill.

"I don't care if that's a red light you've got the sirens! Use or loose 'em idiot!"

Spencer must have blacked out, or someone put something else in his mask because the next thing he knew, he was blinking up at a too bright ceiling. His head didn't hurt per say, it just sort of felt there. In fact all over his body felt like it was rather just existing. Not doing much of anything. Also he thought he could see the trash can melting into the floor—

That was strange.

Oh. Painkillers most likely. Spencer moaned and lifted a heavy hand. After two unsuccessful attempts his fingers met thick cloth and he realized sluggishly it was gauze wrapped around his head.

"Great. I look like a mummy." He spoke out loud, forgetting he was still surrounded by no Billy. His mouth felt like it had been stuffed with cotton and he looked over at his bedside for any chance of a glass of water. Zilch. 'If Billy were here he could find some.'

This thought made him frown and he itched at his neck distractedly. Spencer weakly started to sit up. His fingers twitched to automatically move the chain so he could get to the spot and he froze. He scrabbled, actually tried to bend his head down and around to see for himself which was of course impossible and only served to cause more pain. But either way the result was the same, his fingers met only skin, or hair, or fabric. There was no consoling weight of a thin chain at all.

"Wah? Oh no! The guitar pick!" Spencer cried, sitting up much faster than intended. The room spun dizzily and he moaned, vaguely aware of his Dad rushing into the room, calling his name.

"You're awake, great! I—"

"Dad! Dad, where's my necklace—you know, the one I always have on? It's red and—"

"That silly old charm thing from your cousin, son?" The man said cheerfully. Spencer gave him a tired look and deadpanned,

"…yes. Yes, that one."

"Don't worry; they probably had to remove it when you were in the ambulance."

That actually was pretty logical. Crap. He really was on drugs, if his Dad was starting to make sense.

"So, so it made it to the hospital too, right?" Spencer tried to reason, wondering why his voice was so high pitched all of a sudden. It's not like he cared Billy was gone. He was supposed to be mad at the toolbox. What was that about absence making the heart grow fonder?

"Well I'm assuming son! We'll find out for you, but visiting hours just ended. Mom left her cell if you need anything, but you've got to stay here a night for observation!" Spencer wondered why his Dad was better suddenly, and then remembered it was probably because the bleeding was contained, covered and cleaned. He was wearing a thin blue shirt and pants even. And he had to stay here a while night? Gross.

"But—"

"Oh! I've got to get the doctor in here to take a look at you, you hold tight bucko."

His dad patted his shoulder and excused himself, saying he'd "be back in a jiff" and "see what they have for you to eat in this place." Spencer didn't hear him; he was too busy patting his neck a second time just to see if maybe it had been left on after all. M-maybe he'd just missed it!

Orr maybe it was back home too! Yeah—that could have been it!

Spencer groaned and flopped back against the pillows. And maybe Lolo would marry Rajeev and they'd have 2.5 kids and live Happily Ever After. Mhm. There wasn't a snow ball's chance in Hell that guitar pick came off so easily. He and Billy both were anal about making sure the thing stayed around his neck. Wait—he and Billy…

A new thought struck the wannabe film producer then. It hit him so strong and was so forbidding Spencer's eyes widened.

What if Billy hadn't answered him…because he wasn't able to?

The idea came so fast and unbidden Spencer's temple throbbed for a moment, and the monitor next to him showed his heart had skipped a few beats. He ignored it though and stared numbly at the ceiling, blindsided. That was a really good point, and he blamed being slow on the uptake for the fact he had painkillers coursing through his system.

What if that Boss monster thing had managed to take down Billy? Had they taken down each other, had Billy gone kamikaze on him like the complete dolt he was?

"Argh—but ghosts can't!" Spencer moaned out loud, then realized what he was saying. Of course another ghost could harm another ghost—that made sense.

Cancelled each other out? Could Billy's ectoplasm be that strong it rivaled the strength of its maker? There were too many questions, to many unknowns and they made Spencer uneasy as Hell. It was alright for others to be dazzled by his special effects and stunts, but at the end of the day Spencer loved being able to know the inner workings of something. He craved answers, and up until he met Billy, he hadn't truly believed in ghosts and haunting. They had always boiled down to some cheap fishing wire, or faulty wiring in a lamp that caused 'eerie' flickers. There was a logical explanation for everything until Billy Joe Velcroed to his side.

The ghost of Billy Joe Cobra (who was arguably more lively than half the people Spencer had met in this fake plastic town) had proved everything wrong and changed the game so much Spencer was more than happy to put up with the ghost's stints in exchange for amping up the effects in his B rated movies. Why wouldn't he? He had nothing to lose with Billy's friendship (although certain arguments could be made concerning his sanity, he'd agree with that.) but either way Billy had proven on more than one occasion to be the solution to his problems as much as he was the cause of them. Sure Billy was a screw up sometimes, but overall he meant well and anyway he was Spencer's screw up. They were bros.

'At least I thought we were.' Spencer thought glumly.

So now Spencer had two answers when it came to the movies. Either it was some guy in a costume…or holy shit it was real. But this wasn't a movie right now, no one was gonna yell cut. Billy wasn't going to magically appear apparently, and make him feel better.

Spencer was alone here by himself, with nothing. No friend, no parents, he didn't even have an answer now, just confusion. And more than a little bit of hurt. Billy might have left on purpose, or he might not be able to reach Spencer. Yeah, that could be it! That really wasn't a positive answer, because he was currently held up in here and wouldn't be able to save the ghost right away. Because Billy was always the one who needed saving.

Or…could there be a third reason? Spencer frowned a little and rolled onto his side, wrapping his arms round his chest. He was careful of the IV but curled up under the thin blanket anyway, rubbing his arms. There could potentially be something Spencer wasn't seeing, and that was scarier than any ghost or lack thereof.

"Billy…" The boy moaned into his pillow before he could help it. It was low and quiet and had the tone of someone begging for something. For an answer. For a response.

For a hug maybe. Anything.

'Just when the hell had Billy become such a staple in my life? This is…this is so dumb. I'm such a looser for needing him this much. He's gone and I get that but I…I just want to know where he is.

If he's okay.'

Spencer stared unseeingly for a long time at the empty chair by his bedside. When his vision became to blurry from the tears, he finally closed them and drifted to into an uneasy and much too light sleep.

To say Billy Joe Cobra had strong willpower was like saying a wet paper bag was useful for carrying a bowling ball, or that bricks flew well.

In other words; he sucked at it. Big time. He was so used to instant gratification (and throwing a temper tantrum when that didn't happen) that it took way to much energy to not fly to Spencer's side the second he uttered his name. And in that needy little voice too! It broke Billy's heart, and he hovered anxiously over the kid, glad hospitals were naturally cold.

Alright so, he hadn't left, no. If anything he'd followed the boy in the Ambulance, and had only balked for a few minutes before the hospital doors before streaking in. (He didn't like hospitals. They gave him a tiny headache.) He never said he'd leave Spencer he just said he wouldn't cause him anymore harm and he couldn't do that if he the kid couldn't see him, right? Perfect plan! A plus! Billy really was a genius.

Except he didn't feel so smart now. He hadn't realized the weight of the situation until he spotted Spencer lying on this big cot all to himself. And god he looked small under those sheets, with the machines lying around him keeping better watch over him than Billy ever had. (A sobering, slightly angering thought.) The ghost had tried speaking to Spencer, the first time forgetting the kid could no longer hear him. The second time he'd forgotten again, and the third time he ignored. Who was he kidding? He had every right to be near Spencer, the kid was his family, his best friend! He belonged to The Cobra, oh yes he did.

Billy bit his lip as he listened to Spencer shift restlessly in the hospital bed. The little kid had been tossing all night and really, it was starting to throw off his sleeping pattern too. Now that was no good. (It of course, never occurred to Billy to leave Spencer. Because that wasn't something he was sure he could live through. Well, you get the idea. It just seemed scary.)

"Little Bro you're never gonna get rest like this." Billy said conversationally as he floated down.

Spencer of course, didn't hear him.

He hovered over the thin frame, wringing his hands a little bit. The action betrayed his true emotions and he knawned heavily on his lip.

If all of Billy was cold because he was dead and comprised of nothing more than that "tingly stuff when your arm falls asleep" then the current emotion taking residence in his chest could only described as the exact opposite. It felt like a molten, feverish throb of guilt. Hell he was riddled with it and the sentiment was still raw from the memory of Spencer lying there all lifeless and bruised and bl-hurt. His mind still couldn't wrap around how a scrawny little film nerd like Spencer had ever made him feel such an odd emotion. No one else had managed such at thing. Well, maybe his mother once, but that was a long time ago and Billy had a poor memory. All ghosts did.

Billy was dragged from his thoughts when he heard the soft noise of the bed sheets moving, and he zoned back in. Spencer's legs shifted and his torso tried to move into a better position. This didn't seem to be what he wanted, because the kid let out a noise of frustration and threw his pillow across the room.

It phased harmlessly through the ghost's knee and he frowned. Not because he'd had a pillow pelted at him, but rather because right after Spencer's fit of irritation the kid had given the softest of sniffles and rolled onto his side and curled up, wrapping his arms round himself in a pathetic attempt at warmth and comfort. That was a familiar position, Billy knew it well. Spencer sometimes had nightmares that affected his sleeping posture. He'd toss and turn, then finally curl his body up as if to make himself less of a target. Billy had often wondered what on earth Spencer was dreaming about, but after the second time the ghost didn't let him suffer. No, this was Billy's queue to swoop down and wrap his arms around the kid's body, try and talk him down. Sometime he sang to him, but no matter what his voice always permeated the kid's dreams and Spencer would eventually settle down and still into a more peaceful sleep.

A tremor so strong it was visible ran through Spencer's body, and Billy merely watched him for a split second, trying to process. This was new.

"…Spence?" Billy murmured, straightening his spine in surprise. Sniffles? Shivering? Spencer must be awake still. And if the noises and body language was anything to go by…shit.

"Aw, jeez…bro…"

And what little resolve the ghost held on to cracked and fell away. He was moving before he realized it, lying down behind Spencer before he noticed. But even when he did he only paused once, before continuing and stopping when he had his knees behind Spencer's and his chest against the little guy's spine. He didn't mind being the bigger spoon; in fact he often was when it came to Spencer. Blame it on his naturally towering height or the just the fact Spence was a scrawny little kid. But either way you sliced it Billy was bigger, and definitely stronger, and tougher but maybe only in the physical sense of the word. Mentally Spencer had him beat by a country mile and Billy was surprisingly alright with that.

The kid really was special. Not just to Billy, either.

"S'why I'm gonna take care of ya." Billy spoke softly, if only out of habit. He curled an arm round Spencer and rested his head glumly on the pillow behind Spencer's.

He absentmindedly looped a couple more feet of his lengthening appendage round the boy's waist and checked to make sure the blanket was pulled over him. Inanimate objects were only solid to him if he wanted them to be, and right now his main concern was keeping Spencer soothed and help him sleep. It seemed to be working, but that could have been his imagination, or wishful thinking.

"You'll be okay, Spencer." He placed a harmless little kiss to the top of that messy brown hair and settled back down, closing his eyes.

"I swear on my grave." He smiled with no mirth in his eyes at his dark little joke. Billy spent the rest of the night watching over his human, and was uncharacteristically quiet.