Ivan nervously played with his thumbs as he stood on the outside of his school. All of the other kids had already gone in for classes two hours before. His mother dropped him off late after he had slept in. He cringed at the thought of sleep, instinctively looking over his shoulder. Why couldn't he just stay awake all of the time? Why did he have to pass out due to exhaustion every night? When he was asleep he was at his most vulnerable and Winter did not pass up a chance to make every moment of his life stressful. While awake, Winter wasn't so bad compared to his dream form. Chills ran up his spine at the thought of his ugly miss-shapen face filled with rows and rows of jagged teeth staring at him. Winter seemed even more real while he slept, he could hurt him then. During the day, he was blessed with an invisible barrier that protected him from the old man's deadly grasp.

"Oh come on, even you know that isn't true, Vanya." The old man's voice echoed around him. Ivan whimpered and cowered into his scarf.

Old man winter blew a gust of cold air over towards Ivan with a curved grin. "I can give you frostbite whenever I please and you can't do anything about it." Ivan's hair buffeted in this sudden force of air, revealing his reddening ears. He chuckled darkly as a visible shiver wracked the boy's body.

"S-stop!" He begged, clenching his fists.

Winter's grin only grew. "You've a long day ahead of you boy."

Ivan's eyebrows furrowed and he turned to the man. "What do you me-"

"Ivan! What are you doing out here?! Classes have started hours ago!" Ivan jumped in surprise as the front door was swung open to reveal his teacher. She stood in the frame with her hands on her hips and angered scowl pulling on her usually delicate features.

He felt his ears and neck grow increasingly hot and he stumbled over his thoughts. "I-I umh, w-well..." Before he could finish, he was pulled forward by the wrist.

"I should call your mother young man! Behavior like this isn't good Ivan! I expect a good boy like you to come straight to school, not lolly gag outside!" His teacher said with an exasperated sigh.

"I'm sorry Ma'am" Ivan murmured, looking down at his boots.

His teacher lead him towards the classroom, stopping right before the door. She sighed and knelt down to face him. "It's fine Ivan, just please don't do that again. Your mother called and told us that she dropped you off late, I was worried that something had happened when you didn't come right in." She flattened a fold in his scarf. "Promise me that you'll come right in next time?"

Ivan nodded slowly. "Yes, ma'am." He answered, turning to the door.

His teacher gave a small relieved smile. "Good." She stood up and turned the knob. The door pushed in to reveal a brightly colored classroom filled with all toys and playthings imaginable. This was Ivan's kindergarten classroom. His teacher lead him in, gently pulling him by the wrist. Ivan shrunk further into his scarf as he viewed the chaotic scene of kindergartners running about unsupervised.

Winter was right, today was definitely going to be a long day.

Children ran about, chasing each other with all colors of finger-paint splattered on their clothes and in their hair. Their laughter was deafening, Ivan wondered how he hadn't heard it from outside the door. His eyes scowered the whole scene to see if he could find any clear spots to sit. There was one spot beside the cubbys, perhaps he could hide there until everyone calmed down a bit. He glanced to his side to find that his teacher had disappeared in the direction of her desk, leaving him alone in the front of the classroom. A nervous wave washed over him and he made a small whimper. Sucking up his courage, he entered the crowd of rowdy children. He ducked left and right as wooden blocks were tossed back and forth between two children, nearly hitting him. He quickly threw himself to the side as another classmate came running like a blur in his direction, just nearly causing a collision. Ivan quickened his pace, tightening his hold on the strap of his book-bag.

He felt like he was surfacing from a thick pool of water as he stepped into the safety of the cubbys, letting out a breath he had unknowingly held. Ivan stopped near the corner where his own cubby sit labeled "Ivan Braginsky" with white duct-tape. He slipped off his Winnie the Pooh backpack and hung it on the hook, resting his head against the cool wood. A sigh escaped his lips and he slowly slid down onto the ground, landing on the pile of coats that had been carelessly tossed there. "Peace and quiet." He thought. "Sort of." Ivan watched as the children played a few feet in front of him, not a care in sight. No matter how much he hoped to make friends with one of them he was doomed to be an outcast with his fears and personality. Some of them made fun of him for his fear and some were freaked out by his descriptions of his unintended companion. Usually they would just keep to themselves and leave him be. He was glad for that even if it wasn't a great thing.

He reached up and unzipped his bag to retrieve his own play-thing. Ivan slipped out a book and set it down on his lap. The cover was decorated with a bright sub-urban scene with a little blonde girl holding the leash to a large red dog. Three other colorful dogs followed them, each one in the middle of either jumping or running. Ivan smiled. He loved Clifford the Big Red dog, it was his favorite book. Opening it to the first page, he began to read the simple sentences aloud.

"Clifford goes to the beach."

He flipped a page.

"One summer day, Clifford and I went on a trip to the beach to cool off. He was very excited!"

Flip.

"We had to pack sunscreen, towels, and an umbrella before I hopped onto his back and we left."

Flip.

"On our way, we bumped into two of Clifford's friends who also wanted to come with us. They also brought their things for the beach."

Flip.

"When we got there, we made sand castles with the sand!"

Flip.

"I found a pretty shell in the sand and put it on top. Clifford went swimming in the water!"

Flip.

"When he came back, he shook all of the water from his fur and got us all wet!"

Flip.

"We laughed and laughed as I chased him back to the water."

Flip.

"We all had a splash fight and Clifford won with his big red tail!"

Ivan giggled at the picture of the dog wagging his enormous tail through the water. He continued to read until he reached the end, closing up the book again to eye his surroundings. His classmates were all still being rowdy and obnoxious as usual. In the corner of his eye however, he caught the image of someone coming over. He turned his head, tilting it slightly in question. He had never seen this person before.

They had unkempt blonde hair and bright emerald eyes, though his most striking feature was his enormous eyebrows. Ivan felt instinctive to pull his book tighter to his chest, afraid that this new child would try to take it from him or pick on him. To his complete surprise, the boy held no anger in his face, only slight curiosity.

The boy cam up to him and sat down beside him, glancing over to his book. "I see you're not like the other kids, you like the quiet too. What's that you have there?" He asked, pointing a pudgy finger towards his book.

Ivan blinked in confusion, glancing down at his book. "O-oh, uh well, this is my favorite book..." His eyes flicked over to the boy's confused face. "Would you like to see?" He asked nervously.

The boy "hmm'ed". "Sure."

Ivan offered the book to him, smiling with an embarrassed blush. The boy took it from his extended hand and eyed the front page. Ivan nervously twiddled his thumbs, watching as the boy flipped through the pages. He hoped that they weren't thinking of ripping or damaging it in any way, he might cry if he did.

"Hmm... Clifford goes to the beach? Not one of my favorites, but nice none-the-less. Thank you for letting me read it." He handed the book back over.

Ivan hummed with a smile. "No problem..." He watched the boy look around the room with a frustrated expression.

"I hate it here, it's always too loud. The stupid gits don't know when to shut up." He crossed his arms with an agitated grumble.

Ivan shrugged. "I guess you're right. It's not so fun, but mama says that school is a good opportunity to make friends."

The boy glanced over with a raised eyebrow. "Friends? More like idiots."

Ivan tilted his head curiously. "What's your name?" He asked.

The boy offered his hand. "My name's Arthur, I just moved here from England a few days ago."

Ivan took his hand in his own, feeling giddy to meet someone not rude towards him. "My name is Ivan, I came from Russia last year."

Arthur nodded and broke the handshake. "Nice to meet you."

Ivan smiled warmly. "You too."

They both watched as the other children ran around like maniacs, Arthur rambling on and on about how stupid they were being while Ivan just silently agreed. He wondered if this was what it was like to make friends, being able to openly talk to someone without worrying about them bullying him. Though sometimes as Arthur spoke, he wondered if he was even talking to him.

"Hey Ivan?" Arthur asked, breaking into his thoughts.

He turned to him. "Hmm?"

Arthur looked a bit awkward with what he was about to say. He looked down at his palms for a moment before speaking. "Do you... eh, see fairies.. like I do?" His eyes bore into Ivan, looking for an answer.

Ivan cocked his head to the side. "What do you mean?" He asked.

Arthur waved a hand in front of himself. "Well, do you see things that others claim not to?" Ivan could see how his eyes seemed to stare, pinpointed on things like the floor or the windowsill when nothing was there.

He struggled to answer. "Um... well..."

Arthur sighed. "My mum says that it's just my imagination and my brothers say it's because I read too many fairy tales. But I know what I see, they just pretend to ignore it."

Ivan placed his hand on his shoulder reassuringly. "I know what you mean. My mama says that I just need to nap more often, but then it get's worse." He felt a shiver run down his spine. "What kinds of things do you see?"

Arthur seemed to relax a bit with his answer. "All kinds of things, but usually I just see flying-mint bunny. He's my best friend." He brightened up. "Whenever I'm down, he's always there to cheer me up."

Ivan saddened at this. Why couldn't Winter be nice like that? "I only see one, but he isn't very nice." He pouted.

Arthur turned to him, furrowing his caterpillar eyebrows. "Why is that? What is he?"

Ivan shifted uncomfortably. "He's mean and doesn't let me do very much. Whenever he's around he makes me cold."

Arthur frowned. "Is that why you're wearing such heavy clothing?" He asked, gesturing to Ivan's scarf and winter coat.

"Da."

"Why don't you tell him to be nicer? I'm sure he's just a little grumpy."

Ivan looked down at the ground. "He's scary. I'm not sure if he would listen to me."

Arthur put his hands on his hips. "I doubt that! You should tell him to be nicer!"

Ivan nodded his head with a small embarrassed squeak. "Okay."

Arthur patted his shoulder. "It's okay, he'll listen. I've had some mean sprites visit me before, you just have to show them kindness. They'll learn."

Ivan smiled in appreciation. "Okay, thank you, Arthur."

The brit nodded. "No problem. It was nice talking to you Ivan." He stood up and brushed off his clothes.

Ivan smiled warmly. "I'll talk to you later?"

"Sure, I'd like to introduce you to some of my fairy friends some time." Arthur turned and walked over to the other side of the room where a ton of other books lie strewn out across the floor.

Ivan wondered if he should follow him, but just decided to stay where he was. When lunch time came, he reached up and took out his spider-man lunchbox from his bag. He followed the rest of the children out of the room in a single file line, taking up the back. As usual, he sat alone at his own table, enjoying his usual turkey sandwich. Though to him, he wasn't very alone. Winter sat on the other side of the table, a mischievous grin on his face. Ivan tried his best to ignore him and pretend that the old man wasn't even there.

"How was your little chat with that pansy Arthur? You think a few nice words will really change me?"

Ivan frowned and glanced up, clearly his plan of ignoring him hadn't worked. "There's got to be some good in you. That's why you haven't eaten me like you say you will."

Winter's grin melted into a scowl. "Who says I'm not going to have my fun first? You still fear me, no?"

Ivan sighed and looked away. "N-no." He knew it was a mistake to say just as it escaped his lips. Being brave with Winter never worked.

He could feel the frigid howl of wind blow around him, chilling him to the bone. A little whimper escaped his mouth and he closed his eyes, not wanting to see the horror of Winter's 'angry face.' Icy cold hands wrapped themselves around his arms and he began to shake.

"Open your eyes Ivan~ Watch your fears unfold!" The claws began to dig into his skin, causing him to whine. "Come now, I know you're afraid of me~"

Ivan shook his head. "N-nyet!"

"You're a pitiful excuse for a boy! Go ahead and pee your pants little baby! You're a coward and you're afraid of me! Open you eyes before I cut them!"

"Stop it! Stop!" His voice became increasingly louder. "L-let go!"

"Face me Vanya! Look at me while I'm speaking to you!" Ivan could faintly smell rot on his breath.

He snapped his eyes open and screamed. "Go away you monster!"

The whole lunchroom instantly became silent. Everyone stopped what they were doing to face him. Ivan blinked his teary eyes a few times, allowing th person before him to come into focus. His stomach churned and his cheeks burned red.

Arthur was gripping both of his arms, an agitated frown on his face. "What has gotten into you!?" He asked, staring straight into Ivan's fearful eyes.

Ivan hiccuped and looked down at the table. "I-I... I'm sorry... I just... mph." He pushed away and looked down at himself. "Oww." He rubbed his arms, shaking his head. Arthur tried to grab his arms again, but Ivan quickly stood up and rushed for the bathroom, tears running down his reddened cheeks.

The room erupted with laughter, all of the children joking and giggling about Ivan's little episode. Arthur shook his head and furrowed his eyebrows. "Wankers! The lot of you!" He yelled, staring angrily at them with his smoldering emerald eyes. They quieted down the slightest bit, but still giggled amongst themselves. He got to see first hand just how cruel they could be, and he hated it. "Just because he can see things you can't doesn't mean that you should laugh at him! You are the ones who should be laughed at!" He balled his fists and walked out in the direction Ivan had disappeared.

One boy sat at the same table Arthur and Ivan had been at, a frown on his face. He watched as Arthur walked away, sighing. "You guys have really done it this time." He returned to his lunch and waited patiently for his friend to return. Francis had been made fun of when they were all in preschool because of his sense of fashion, he knew very well what it felt like. They told him that he looked like a girl with his long blonde hair and flashy clothes. Afterwards, he had taken on the roll of helping new kids adjust to their school, and Arthur had been his newest friend. Now with Arthur, Ivan, and him, they seemed to have formed the outcast clique. It didn't bother him much, at least he wasn't with a bunch of jerks.

Arthur listened on the outside of the bathroom door as Ivan cried inside, feeling pity for him. He hated it when someone made fun of him for what only he could see, he could relate to how Ivan must have felt. Taking a deep breath, he pushed the door in and walked inside. All of the stalls were open except for one, and when he bent down to look at the floor, he could see Ivan's scarf tails dragging on the floor.

"Ivan? Are you okay?" He asked, gently knocking on the stall.

Ivan immediately became silent, sniffling up his tears. "I'm f-fine." He stated, his voice shaky and unsure.

Arthur sighed. "It's alright, those gits out there don't know what their laughing about. Their stupid."

Ivan hiccuped. "I-I'm sorry. I didn't mean to shout at you..."

Arthur shook his head. "That's fine, I can understand. You were scared, sometimes I can get scared too."

"R-really?" Ivan asked.

He nodded. "Yes, but you just have to remember that no matter how scary the thing is, it will always have some good in it, you just have to find it."

Ivan sniffled. "B-but he said that he wouldn't change... t-then he tried to hurt me!"

Arthur leaned his head against the stall. "Can you come out?"

There was silence for a moment.

Then Arthur saw Ivan's boots make contact with the flooring and he heard the click of the lock. He took a step back and waited for the door to open. Ivan stood in the frame, rubbing his puffy red eyes, tears still pouring down his face.

Arthur reached out and wrapped his arms around him in a hug. "It's alright, I'm your friend, I'll be here for you."

Ivan cried into his shoulder, wrapping his arms around him for comfort. "O-okay... Th-thank you A-arthur."

"Your welcome."

They stood like that for a few minutes before the bathroom door opened again. Francis poked his head in. "Hey guys, we're going back to the classroom." He glanced over and spotted the two, a warm smile spreading across his face. "Are you alright now Ivan?"

Ivan stood back from Arthur and nodded. "Da, I think so."

He stood back and held the door for them. "Good. My name's Francis by the way."

Ivan and Arthur both walked out, continuing towards the lunchroom to retrieve their lunchboxes. Arthur murmured something as he passed by Francis. "More like frog."

Francis giggled. "Yea, yea, whatever you want to call me, I'm still older than you."

Arthur became visibly irritated. "Only by a few months!"

Ivan felt a small giggle rise in his throat. Now he had not only one friend, but two. Today wasn't as bad as Winter had predicted. Dare he say it was his best.

When he was sitting in the backseat of his mother's car on the ride home, he couldn't help but smile and wave to the buses as they drove away. Two little faces smiled back from the windows, waving to him.

"How was your day Vanya?" His mother asked, glancing up in the rear-view mirror.

Ivan surprisingly for once said "Good."

A/N Nyawww~ Wittle France and England make wittle Russia feel better! Awe! *explodes*

Okay so with the few references to Winnie the Pooh, Clifford and Spider-man, I was just going with the kind of stuff I remember from when I was younger. The book Ivan reads isn't really based on a real one, though I can guess that there was a Clifford book about going to the beach.

(No I'm not shipping Russia and England, their just friends with something in common!) Right flying-mint bunny?

See you guys next chapter ;)