AN: gah! I am so overwhelmed by the positive response that I have already received on this silly little fluff fest! I tried to wait to post the next chapter, but I'm so excited!

So a couple of things in response to some reviews. This is completely AU- so no senshi! And also, I feel like I should warn all of you, this fic is a slow burn. It's not going to be a quick coming together! Sorry! though the moments getting them there will be sweet!

Also, I am one of the authors of an FF group called Elite squad. This is a collaboration between my very best moonie friends and Bae-tas. Revy679 and Ninjette Twitch. We are all working on a collaboration called What dreams May Come! a New chapter co-written by me and Ninjette Twitch will be posted soon! If you are interested, check it out!

Hope you all enjoy this chapter! please review if you do!

Chapter 3

He woke with a start; the visions in his nightmare, screeching metal, and approaching headlights intermingled with the sound of the resonating, booming thunder effectively pulled him from a restless sleep. It took a moment to orient himself as he raked a hand over his face while his eyes adjusted to the darkness in the interior of his bedroom. The thick blue curtains that hung over his bedroom window, (courtesy of Usagi, otherwise they'd still be bare) were partially opened. It normally afforded him a breathtaking view of the Minato skyline, painted against the backdrop of the night sky. Tonight, though, nothing was visible beyond the sheet of rain that pounded furiously against his window.

There was so much rain, and it was accompanied by the thunder that… with a muttered curse he bolted upright into a sitting position. A thin black cotton sheet fell from his threadbare t-shirt clad chest, as glanced over at his phone that sat, plugged in, on his bedside table. He hastily reached for it and angrily swiped at the screen, which did not light up. Damn. He'd known it was going to storm tonight, and he'd purposefully set his alarm. But based on the fact that his bedside table light was also not turning on, it was clear that the power had gone out and his phone had never charged.

A blinding flash of lightning momentarily lit up the darkened contours in his room, and it was closely followed by another loud crash of thunder that exploded outside. Usako was probably terrified.

With a groan of irritation at himself for having fallen asleep, he swung his legs over the side of the bed. His movements were hurried, and so he almost fell over when his black blanket, tangled around his legs, didn't move with his limbs but was met with resistance.

He twisted his torso around to find the source of the snag and his eyes widened at the sight of a shivering lump, burrowed underneath the comforter, with tresses of cascading golden hair peeking out over the top seam to fan out over the bed. He frowned as he reached back, running his hands over the silky strands that were soft and damp.

The muscles in his shoulders, that had instantly tensed with his earlier sense of urgency, relaxed as he pulled himself back into the bed with an exasperated sigh. He was normally on top of when a storm was going to happen. The plethora of weather predicting meteorologists were not always accurate, but still. He was usually prepared to go to her when it stormed. It was easier, of course, when he'd lived with the Tsukino's, and on most stormy nights he'd barely been awake, acting solely on instinct, when he stumbled into her room to pull her into his arms.

Usagi's fear of thunder was deep-seated, and he'd seen first hand the effect that it had on her. The memories of her full-blown panic attacks, and her severe anxiety at the mere mention of thunder had prompted him to spend hours pouring over books researching a plausible condition.

For him, it didn't make sense that his fearless, bright little ball of sunshine would crumble over the thought of a loud noise that was only due to the expansion of rapidly heating air. So it became easier for him once he'd been able to associate a name to the debilitating terror that had always plagued her.

Usagi suffered from astraphobia, and between him and her parents, they had gone through the multitude of therapy options that were available for this specific disorder. She'd discussed all of the options with her parents at length. Everything from cognitive behavioural therapy, to exposure therapy to anti-anxiety medication. They were all unacceptable to him, though. A lot of intrusive things for only the slight possibility that it would help her. Especially when the one sure way they'd found that actually worked was when he held her in his arms at the onset of any storm.

This was the first storm since he'd moved into his apartment, though, and he sighed remorsefully as he peeled back the blanket that covered her. His heart constricted painfully in his chest at the sight of her curled into a ball, her eyes clenched shut, and her entire body stiff and shuddering with very real terror.

He was gentle as his hand firmly clasped her arm, and he inwardly cursed at himself in irritation again for having fallen asleep, because the flannel pink shirt of her pyjama was also damp. He knew what it must have taken for her to leave her house and brave the storm to come here, and he loathed the idea of her venturing out, on her own, this late.

His hand shook as he tenderly tightened his hold on her arm and gently pressed his thumb into the cotton fabric of her shirt. "Usako?" He murmured softly, and her eyes flew open. Big round glistening blue eyes peered up at him from beneath lacy black lashes, wet with tears, and he swallowed at the sorrow-filled fear that was pooled in them.

She attempted a smile, though it was strained and shaky. "Mamo-chan," she whispered hoarsely. "I'm sorry. I didn't want to wake you. I used the key you gave me," she breathed and visibly swallowed. "I tried those breathing techniques… the ones from that book you gave me, and I wanted to try and do it on my own, but I couldn't," she said, then choked on a whimper. "Is this okay?"

That she even needed to ask, still, after all this time, was an indication that his little Usako was not herself during a storm. She was many things; clumsy, silly, a little forgetful at times, but she wasn't insecure. Not about their friendship; not ever.

In one swift movement, he gently pried an arm under her side and pulled her against him. One arm, the one beneath her, wrapped around her waist and pressed her more tightly against his chest, while the other tucked her head beneath his chin as he tenderly smoothed back her hair. "Usako," he murmured, as his heart began to race from the feeling of her small, dainty fingers curling into the fabric at the front of his shirt. "Of course this is okay. I planned on coming to you, but the power went out, and my phone died," he replied, his voice unintentionally raspy, his lips pressed against the soft, silken curls at the crown of her head.

He felt her nod, and they fell silent as her labored breathing slowly calmed, and the fingers that were desperately clutching at his shirt above his pounding heart relaxed and slowly eased in their tight grip. He continued to stroke the wispy curls at her temple, just as he always did, until he felt her trembling stop.

Another loud bout of booming thunder exploded over the city, but Usagi's breathing had already evened and she'd already melted into his arms and succumbed to sleep. The tension and the shuddering anxiety was gone now that she was safely tucked into his arms. Just like every time he held her like this, for as long as he could remember, from when they were just kids, he'd successfully managed to chase away her fear.

The only difference now, though, was that he loved her. And as much more than just his best friend. So her warm breath fanning across his neck in her sleep, the way her legs intermingled intimately with his and the sweet smell of lavender and vanilla that was distinctly Usako, was practically torture.

He took a deep shaky breath and clenched his eyes shut, even as he tightened his arms around her. It would be so easy to lean down and press his lips onto hers. But Usako was his best friend; he loved her and he would protect her from everything. Even himself. He would do anything for her, and that included holding her through a storm, and languishing in blissful torture way into the early hours of the morning.

oOo

The sunlight that poured in through the window and warmly washed over his face is what woke him the next morning. He was slow to open his eyes, and when he did, he winced and squinted into the brightness. His eyes burned, not only from the light but from the lingering exhaustion that was present as he'd not been able to fall asleep for hours after Usagi had crawled into his bed.

He groaned and rolled onto his back as he pressed the heels of his palms into his closed eyes in an attempt to rid the bleary remnants of sleep away. He exhaled deeply, and reached out, stretching his fingers listlessly across the sheets that he knew would be cold and empty. He already knew that Usako wasn't there with him, because he would have woken up with her still in his arms if she was.

He opened his eyes, and fixed his blurred gaze onto a scuff mark on the ceiling, as his brows furrowed in quiet contemplation. He'd spent months pretending that his feelings for Usako, the less than pure ones that wanted her as more than a friend, didn't exist. He'd tried everything; from convincing himself that he was going insane, to telling himself that his feelings were natural, primal, just an unfortunate result of spending so much time with someone he cared deeply for that just happened to be of the opposite sex.

He'd realized quickly that he was an idiot for even trying to explain it away, and slowly, and painfully came to terms with the fact that he was in love with her. Which, interestingly enough, was ten times worse than being in denial.

He yawned involuntarily as he pulled himself up into a sitting position, and swung his legs over the side of the bed as he stretched the painful kinks out of his neck. He'd considered telling Usagi on more than one occasion about how he felt. Especially when the need to kiss her became overwhelming. Which only happened when she laughed, with bright, shining eyes. When she blushed as she lightly teased him or after she'd unintentionally tripped over her own feet. Or, when she did that head tilt thing, her nose adorably scrunched up when she was confused about something. Then there were the times her face turned red, her eyes blazing as she petulantly stomped her foot or when… he raked a hand through his hair and sighed with frustration. So, always. But Usako had no idea, and if he lost her because he couldn't help the way that he felt… there really wasn't another choice but to keep it to himself.

The sound of his front door that opened with a resounding crash and Usako's harshly whispered curse of dismay pulled him from his inner musings. More than likely she'd stubbed her toe or tripped over something, and he rolled his eyes even as one corner of his lips lifted into a half-smile of amusement.

"Maaamo-chan?" she bellowed brightly, unusually chipper for this time of the morning. In his experience, Usako liked to sleep, and she was not generally a morning person. "Where are you?" Her tone was laced with startled surprise, and he stood and gingerly made his way out of the bedroom. He padded barefooted down the hall and into the living room, barely suppressing another yawn as his eyes fell onto her lithe form perched on the step of the genkan.

She was fully dressed, pink-cheeked and bright-eyed as the corners of her lips curled up into a dazzling smile as he approached. It momentarily took his breath away. Beautiful. He wished that she wouldn't look at him like that, and he cleared his throat uncomfortably, inwardly irritated with himself for not being able to find a way to deal with all this inner turmoil so that he could be the friend that she needed him to be.

He noted, for the first time, that she held a brown paper bag in one hand, the insignia for Mont Thabor, a local French bakery, etched onto the front, and a brown take away coffee cup in the other. She giggled as she held the coffee cup out for him, "Were you still sleeping, Mamo-chan?" she questioned, her tone tinged with disbelieving laughter. "As if. I wish mama could see this! You sleeping in, and me all up and ready to go! Being productive and stuff," she exclaimed merrily, as he took the cup from her with an exasperated shake of his head.

He lifted the cup to his lips, the brew hot and bitter on his tongue, a dark roast, with one milk; his usual. He studied her silently for a moment as she pulled out a lemon tart from the bag, and licked her lips in anticipation of the warm treat. His appreciative stare quickly turned into a frown, though, because she was right. It was unusual for her to be up and about so early. "Usako," he began, his voice still tinged with sleep. "What time did you go home?" He asked, as she'd apparently gone home, had time to shower -as evident by the enticing lavender and vanilla scent wafting from her- and then still had time to go to her favourite bakery.

It was almost comical the way she snapped her mouth shut before biting into the tart that was poised on her lips. Her brows drew together as she thought about it for a minute, "Ummm... 5:00 am, I think?" she said then bit into the lemon tart with gusto and a sigh of pleasure as a bit of lemon syrup drizzled down the side of her mouth. "Dinnit wannta freak out my parents," she mumbled, the words barely audible as she spoke them through a mouthful of pastry.

His frown deepened. "Usako," he began, his tone reproachful. "Don't come here without at least leaving a note for your parents," he scolded gently. The very last thing he wanted to do was upset her parents, whom he respected too much to have them ever mistrust him. "It's not like your parents wouldn't have known why you were coming here, Usa," he continued to scold, though it was half-hearted as she was distracting him with the way she swiped the lemon from her lips, and licked the liquid sugar from her index finger.

She smacked her lips together and rolled her eyes. "Oookay, Mamo-chan," she sighed dramatically, though there was a glint of tender amusement in her eyes. "No wonder they like you better than me!" She exclaimed brightly, as she winked and promptly took another bite of the tart.

Her forehead creased suddenly as her eyes swept over him. She quickly swallowed, "Mamo-chan!" She demanded, as her voice rose in pitch.

He rose an eyebrow in question as he took another sip of coffee. "What, Usako?" He replied, imitating her tone, as the corner of his mouth quirked up into another amused half-smile.

Her cheeks reddened becomingly as she shook her head. Her glossy tresses of hair, always in their signature odangoed hairstyle, swirled around her shoulders with the movement. "Why aren't you dressed?" She demanded, propped a hand on her hip and leaned forward with narrowed eyes. He shook his head in confusion, which only frustrated her further. "Mamo!" She whined, stomping her foot (though she claimed that she never did that) "What's wrong with you! We have to meet Mina-chan and Rei-chan at the festival in like 30 minutes!"

He grimaced without thinking because he had forgotten that he'd promised her that they would go to the buskers festival that was in town for this weekend only. He didn't mind Rei, though the quiet Shinto Priestess sometimes made him nervous. Minako, though, drove him insane. "You know, why don't you just-"

She interrupted him with an indignant gasp. "No! You are not bailing on me!" She proclaimed as she waved a finger in the air. "I want to spend the day with you, and we already promised Mina-chan and Rei-chan that we would go!" In other words, she'd promised them that she would go.

She was a little spitfire, a hurricane of energy and blonde hair, as she flew towards him and twisted her tiny form behind him, and placed small, warm hands onto the small of his back and tried to forcibly push him towards the bedroom. She couldn't, of course, he barely felt it, but he stepped forward with a lopsided grin with the pretense that she was genuinely making headway.

He was not a fan of large crowds or buskers. To be honest, the thought of a festival filled with excited, over-eager, people was not his idea of fun. But then he pictured Usako's face lit up, her cheeks pink with a warm blush as she enthusiastically consumed one of the many treats that would more than likely be available in various roadside carts, just like she had eaten the pastry in his living room. That vision alone was enticing enough that there was nowhere else that he would rather be.

oOo

This year's festival would undoubtedly be considered a successful crowd turnout. With nearly 20 spots, all within short walking distance of each other, designated as 'stages,' the streets were teeming with people. Men and women of all ages had turned out to watch the various street acts, choose from the variety of festival foods and peruse the baubles and handcrafted Knick knacks offered by multiple street vendors.

He was feeling a little claustrophobic as Usagi excitedly pulled him through the dense crowd of people, and though he admired the way she was expertly dodging the masses, he winced multiple times as elbows accidentally connected to various parts of his torso. They passed a contortionist, a magician (that was also singing opera to xylophone music at the same time, for some reason?) and an interpretative dance troupe dressed as tropical birds before they finally found Minako and Rei.

The black-haired Miko and the blonde-haired fashionista that were Usako's friends were watching an acrobat flying through the air, while also manipulating fire, with awe-struck expressions on their faces. He, personally, was not interested in the show, (though he appreciated the talent required for the routine). So, it was easy to keep his gaze trained on Usako's face, who took in everything with a wide-eyed delight that managed to be alluring and innocent at the same time.

He trailed behind, hands in his pockets, as she skipped excitedly to her friends. "Mina-chan! Rei-chan! We found you!" She exclaimed happily, and slightly out of breath as she skidded to a halt beside them. He cringed when she nearly fell, but she was used to it, and managed to steady herself fairly quickly.

His mouth twitched in amusement, and he shook his head. Usagi had the figure of a ballerina, and when she wasn't moving, it was easy to imagine her being just as graceful. That was not the case, though. His little Usako was a burning ball of seriously clumsy energy. Just another quality that distinctly made up Usagi's personality, and another reason that he loved her so much. Though it did make watching over her a difficult feat not suited for the faint of heart.

Rei's purple irises flashed warmly at Usagi's approach, though her facial features remained smooth and impassive. Minako, on the other hand, squealed excitedly, and bounced up and down on the balls of her feet, her blonde hair fluttering around her with the movements. She instantly hooked her arm with Usagi's, and he sighed with resignation as he finally made it to the threesome.

Minako and Usagi could be twin sisters; their resemblance was uncanny. That, in his opinion, was where the resemblance stopped.

Minako glanced over her shoulder and quirked a perfectly shaped brow at him. "Chiba," she muttered with a smirk and a suggestive wiggle of said eyebrow. "You look miserable, as always," she quipped in a bright, sing-song voice that made him grit his teeth.

He rolled his eyes and shook his head. "I would say that it's nice to see you again, Aino… but… you know," he retorted, with a sardonic smirk of his own.

She rolled her eyes, in a deliberately slow and dramatic manner before turning back to Usako, who had missed the greeting as she'd become deeply entranced by the show of daring acts in front of them. He glanced over the two blondes to Rei, who was watching him with an intense stare and a half-smirk of her own. He nodded his greeting to the Priestess, and her smile widened as she nodded in return.

"Why did you guys take so long?" Minako complained, leaning into Usagi with excitement. "Don't you know that fast and hurried wins the race, Usagi-chan?"

He snorted at the mangled proverb, but Usagi shot him a silencing look of warning that made him sigh and clamp his mouth shut instead.

Usagi leaned in towards Minako and giggled. "We got distracted by the magician," she breathed conspiratorially as if she were relaying a secret. "Have you seen him yet, Mina-chan?" He couldn't help but smile at the awe in her voice. It didn't take a lot to delight and please Usagi. She was constantly enthralled by the tiniest things that he might have otherwise overlooked if it were not for her.

Minako grinned, her eyes bright as she regarded her friend. He smiled softly and grudgingly admitted that despite how much Minako purposefully annoyed him, there was no denying that the blonde-haired diva truly loved Usagi. "Oh, I saw him alright," she giggled, in a suggestive tone that irritated him to no end. "He was pretty cute - you know- for a busker," she said imperiously, as she casually flicked her hair over her shoulder. "You know, he kind of looks like my ex," she said, as her brows drew together in quiet contemplation.

He closed his eyes and prayed for the patience that was required in order to get through an afternoon with Aino Minako. "Do you mean Kaito?" Usagi asked, her head tilted to the side curiously.

Minako opened her mouth to respond, but Rei interrupted her. "She means Hinata," the Priestess murmured with an exasperated sigh of her own, though Rei's was more resigned and her eyes were filled with loving amusement.

Usagi's eyes grew wide, and she nodded. "Ah, right, Hinata," she said, and he suppressed a grin. Usagi had no idea who Minako was talking about.

There was a flash of fire above them, and he became distracted as a female acrobat, dressed in a lime green leotard soared through the air and landed with startling precision onto a raised platform.

He was so preoccupied contemplating the calculations required to pull something like that off, that he almost missed Minako's next words. "Speaking of boys Usagi-chan, do you remember that movie we went to a couple of weeks ago with some friends from my school?" She questioned covertly, with a sly smile that made Mamoru frown.

Usagi smiled ruefully and shook her head. "I remember the movie… but not all of your friends. Sorry, Mina-chan. It was such a big group," she murmured sheepishly, with an apologetic tilt of her head.

Minako waved her hand dismissively. "Oh, don't worry about that, Usagi-chan," she reassured sweetly. "Sometimes I can't even recall all of their names!" She giggled, prompting an inward sigh of irritation from him. "Anyways, there's this boy. Kou Seiya. He definitely noticed you. He wondered if he could have your number?"

Mamoru froze, the blood drained from his face, and it felt like his heart stopped as he carefully studied Usagi's expression in order to gauge her reaction. Stupid, Minako. Of course she'd want to give Usagi's number to one of her many guy friends.

Usagi looked taken aback for a moment, as she blinked several times in confusion. "He - He wants my number?" She stuttered, as if she couldn't conceive the idea that a boy wanted her number. He clenched his hands into fists, and uncomfortably shifted his weight from one foot to the other. He'd known, of course, that there would come a time when a boy would undoubtedly want to go out with her. It didn't stop the sour taste in his mouth at the thought, though.

Minako snorted disbelievingly. "Girl, have you seen yourself? You're stunning! Of course he wants your number! Can I give it to him?" She questioned brightly, and though he agreed with Minako, Usagi was indeed stunning, he needed to resist the urge to clasp her wrist and forcibly pull her away from this damn conversation.

His breath hitched painfully in his throat as her expression shifted from confusion to a look of excitement and delight. "Oh! Well, yes… I guess that would be okay, Mina-chan!" She exclaimed brightly, and he swallowed past the lump of jealousy that lodged in his throat, though he couldn't stop himself from the words he blurted out next.

"Usako, I don't think it's a good idea to give your number out to random strangers," he snapped with unnecessary harshness. He internally cringed at the crisp tone that sounded condescending, even to his own ears.

Both girls turned towards him. Minako with a questioning smirk, and raised eyebrows and Usagi with a crease between her delicate brows, as she tilted her head and peered up at him with confusion.

He exhaled slowly, inwardly cursing his stupidity. He didn't have any right to dictate who Usagi gave her number to, and he wanted to kick himself for being so obvious.

Usagi's frown melted away and, surprisingly, she offered him one of her breathtaking smiles. "You're probably right, Mamo-chan," she shrugged, then lightly squeezed his arm. "You're always looking out for me," she said light-heartedly, with a playful wink before turning back to the show.

He was glad that she'd turned away because she missed the guilty grimace that washed onto his face. He glanced up and met Rei's gaze, who peered at him with a knowing look in the depths of violet eyes. She offered him a sympathetic smile before turning back to the show herself.

He sighed miserably, as his shoulders tensed and his face contorted into a sullen scowl. He was terrible at hiding his feelings for her, and he knew that everyone, including the raven-haired Shinto priestess, knew exactly how he felt. His eyes fell onto the soft contours of Usagi's awe-filled face. Everyone except for her.

oOo