A/N: Yeah, I know, this is a relatively uneventful chapter. However, I felt that I needed some sort of intermission to kind of… oh, I don't know, do some explaining of sorts. Anyway, read on, enjoy, and, uh, feel free to review and stuff.

Gingerly, Todd walked with slow steps towards the bottom of the stairwell. The entire building seemed to be vacant, however he knew that behind nearly every closed door, there were silent inhabitants. Kind of like ghosts, he thought. Ghosts that could at any moment open their doors and find him, standing in the empty hallways at Welton.

Todd could recall many times during his life in which he felt anxiety. If fact, this happened nearly every day in one way or another. However, Todd could only remember a few times in which he had felt this truly terrified. He wasn't sure exactly why, either. It's not like Francis would rude to him. If anything, it seemed like she'd be glad to see Todd. But nonetheless, he worried. Especially if it did turn out that his presence wasn't welcome, something that Todd was always in fear of. He had always felt unwanted.

Despite his fear, he knew two things for certain. One was that he knew that Neil wouldn't let him back into the room until Francis' belongings had been returned, and the other was that, in truth, he was actually looking forward to seeing Francis, and he was glad he had a legitimate excuse to be with her, if only for a moment.

As Todd began to climb the stairs, he felt his heart beat at a terribly unsteady pace. He looked up, and to his relief, the door to Mr. Nolan's office was open, and all the lights were off. Which meant he had retired to his own quarters, with little likeliness of emerging until the morning. Still, Todd was as quiet as possible, and he inched up each stair with deliberate delicacy, nearly holding his breath the entire time.

Finally, he emerged at the top of the stairs, and looked about him. The hallway branched off into two directions, one heading down a longer, wider hallway to the left, and one smaller hallway to the right. Todd was struck with more terror and indecision. The books an ever growing burden in his arms, he made a slightly hasty decision. He decided to go right, seeing as it seemed like less of an important hallway. Todd hoped with all his being he was right.

As he approached the end of the hallway, he faced a little door with a stream of dim light coming from the bottom. From inside the room, Todd could hear muffled strumming of a guitar along with the raspy voice of a male singer, as well as soft female hums that did not sound like they were coming from a record played. Todd took a deep breath, glad that he had came to the right door, but still terrified at the task ahead. It took Todd a moment before he got the nerve to knock. It was a slow, soft knock, and a few seconds later, he could hear footsteps coming towards the door. He took one last shaky breath.

The door slowly clicked open, and Francis peeked out from a small gap in the door. Her face, initially seeming shocked, soon turned into one of her smirks as she opened the door wider. For a second, Todd wondered if he had been looking at a stranger. Francis' hair, usually done in her signature curls right at her collar bones, was now completely pinned to her skull in small, meticulous circles. Her face had been cleansed of any makeup, and she stood in a light pink silk bathrobe, holding a pair of tweezers in one hand.

"Well, well, well. What have we here? Is that my stuff?" Francis said, almost whispering, curiously raising an eyebrow. Todd, unable to find words, nodded. "Well don't just stand there, you look like your arms are going to fall off. Come in for a moment, will you?" Again, unable to summon any sort of verbal communication, Todd nodded once more and followed Francis as she gestured him inside the room. He stopped for a moment, and closed the door.

As Todd approached the main area of Francis' decently sized room, she gestured again, this time signaling for him to put the stack of books on her desk. As Todd set them down, he felt a great rush of relief surge go through his small arms.

Francis looked over Todd again, and began to speak. "So, is that all you came for? To drop off my stuff? This is a pretty strange time to be dropping off books, you know. Also, please excuse my appearance. I wasn't expecting guests."

Todd let out a nervous laugh, and responded. "Well, it was Neil's idea, I guess…" And before Todd's brain could catch up with him, he mumbled out a second part. "And you still look…" He trailed off, his cheeks beginning to flush.

"Don't worry about it, kid. Hey, you know how I went to the record store today? Well, you wanna hear some songs off the record I bought? They're really good. It's Billie Holiday."

Todd shrugged. "Sure," he said, as Francis was already taking the current record off the turntable and putting it back into it's sleeve. She added it to her moderately large pile, and took a fresh looking record off the top.

As she put it on, Todd couldn't help but notice Francis' nails. They were bright cherry red, and filed to perfection. He thought it was interesting, how she tended to herself so carefully, making sure every thing was in order, from her neatly organized room all the way down to her flawless cuticles.

Before she let down the needle, she looked up at Todd, and began to offer an explanation of sorts. "Now, let me just warn you Todd, I'm about to play some seriously emotional songs. Well, at least for me. I don't know about you so much. Like, I actually felt like crying earlier because they were so good. Anyway, just so you also know, I'm not as big on jazz as you think. I'm more of a blues and folk and rock n' roll type person. But man, something about these female jazz singers just get me. But this song, it's the third to last, it's called 'It's Not For Me To Say'". Todd stood there for a moment, digesting her words, as she let down the needle.

Todd stood in the center of the room, absorbing the sound that emerged from the speakers. He felt himself begin to relax, from his buzzing mind down to his tensing fingers, at the sound of the raspy yet brilliant sounding woman. Francis lit a cigarette and began to sway on her feet a little bit.

"You ever dance, Todd?" Francis asked, already starting to make her way to Todd. He shook his head back in forth vigorously. "Oh, come on now. It's not so hard. Here-" Francis said, as she draped her arms around Todd's shoulder. One of them clung loosely to the back of his head as the other, the one with the cigarette, hung limply off of his shoulder. Francis placed her head onto his shoulder, and was silent. He could smell her hair, that held a faint fragrance of soap and perfume.

For a moment, Todd stood there stiffly, as Francis silently swayed to the music. Then, against his better judgment, Todd placed one of his hands on her upper back as the other remained to his side. He followed Francis' easy swaying motions, and listened to the song as the vinyl spun sweetly. He didn't dare say a word.

The song was relatively short, and as the next one came on, Francis still remained in his shoulder, cigarette smoke trailing up behind him, curling under his ear and neck. As the next song proceeded, still slow and sweet, Todd slowly began to notice his shoulder was becoming damp, presumably from tears. Still, Todd didn't move, and pretended not to notice. He continued to follow the gentle sway of Francis, that reminded him of the way he'd seen dancers on T.V., caught in some gentle world of their own.

After the song ended, Francis brought her head up. The next tune began, which had a slightly quicker and upbeat tempo. She wiped her eyes, which were sparkling with tears, and patted her damp rosy cheeks. Most of the moisture had been absorbed by Todd's shirt.

"Oh God," Francis said, slightly apologetically and slightly beside herself. "I'm sorry… I didn't think I'd start crying like that. Well, at least I didn't have any mascara on… your shirt would have been ruined." She let out a short, sniffly laugh, and the last song on the record finished it's final notes.

"It's alright," said Todd, slightly less nervous and uncomfortable than he had been before. "But, um, are you alright?"

"Yeah, yeah, I'll be fine. It's kind of funny…" she said in a voice suggesting that it wasn't, in fact, very funny at all. "That was the first time I've cried since… since my parents died." She seemed to choke on the last words as she put out her cigarette and sat down on her bed.

Todd stood, his apprehension creeping back to him with the seriousness that now filled the room. He took a deep breath, and walked over to the bed, and sat next to Francis. Quietly, Todd asked Francis a question he was surprised he had the nerve to ask.

"Um, if you don't mind me asking, how did you parents die? I mean, you've never told anyone or anything…"

Francis tensed for a moment, and started talking in a feeble and weak voice that Todd had never imagined her capable of.

"I guess this had to come up eventually… I can't hide from it forever. You see, ever since before I was born, my father was totally nuts. He fought in the war, and moved out west after his service. He had attended Welton in his youth, actually. He started off living in California, and then slowly but surely, he kept being drawn further and further into the woods of the north. Eventually, he found himself in Port Angeles, Washington, which is where I'm from. He was a logger. He met my mother at a small little diner there… she was a waitress. God, my mother was the most beautiful person you could ever dream to see. Not to sound conceited or anything, but people always tell me I'm her spitting image. I agree with them, but she was still more beautiful than me. Anyway…"

Francis trailed off for a moment, lost in some sort of memory. Tears gathered at the corners of her eyes, more prominently than before. She continued with a breath.

"Anyway, they fell in love for whatever reason. Looks count for something, right? And so they had me together, and just after I was born, my father really started to head off the deep end. He was a God-awful drunk. And he…"

She let out a little chocking noise, and Todd's hand involuntarily moved closer to her. She went on, in a barely audible voice.

"He'd always abuse the both of us… in more ways than one, if you know what I mean." Francis couldn't contain her sobs now, letting them out gradually and painfully. "And so as I got older, I had to start kind of fending for myself, you know? But my mother didn't knew he hurt me like that… she just knew he hit me and whatnot. And I couldn't tell her. I could tell my mother everything, but not that. I couldn't tell anyone that. Well, I guess now you. You're the first person I've told…"

She was letting out terrible sounding sobs, and Todd was taken aback briefly by this revelation. He felt horrified. Francis struggled to continue, letting out sentences in between her almost childlike cries.

"And so… and so I just kept on living. Because there was nothing I could do about any of it. I just waited, and held on to my dream of becoming a musician. You know… my mother always told me I had the best voice she'd ever heard… God, I just loved her so much… Eventually my father realized to stop… you know… when I was a certain age because he knew I would start catching on. But I remember… he… he used to call me Franny. I hate that name, I hate it so much."

She said the last sentence intermingled with profound hate and bitterness, almost sounding like a temper tantrum.

"But then after years of this bullshit, I come home from school one day, and… and I find out that… that my father…" she was really sobbing now, having trouble catching her breath. Todd sat there tensely, and gingerly decided to put his hand on her shoulder. He didn't say a word.

"I found out that he had taken my mother out in the row boat we had that afternoon… he said he wanted to show her the water lilies… but then he took her too far out from shore, and… and he… and he just shot her. I don't remember exactly how… And then he shot himself, the goddamn coward."

Todd sat in silence for a moment as she chocked in muffled sobs. His hand still on his shoulder, she felt Francis move towards him and collapse in his chest. He put his arm awkwardly on her back, slowly taking his other arm and fixing it on her back as well.

They sat like that for what seemed like forever. Todd silent, and Francis crying like someone had opened up a dam that had been ready to burst. Finally, when she had calmed down, Todd spoke.

"I'm terribly sorry…" Todd said lamely, struggling for words, like usual. Expect this time, he really couldn't find a way to express how he felt.

Francis shook her head. "No, no, don't be sorry. It's not your fault. It's okay… really. I kind of needed to get this out. I haven't cried since it happened. They always say crying is good for you, right?"

"Yeah, it is. Do you think you're going to be alright? Do you, uh, need anything else?" Todd asked, as Francis began to untangle herself and sit up.

"No, I'll be alright. You should go back to your room, Todd. It's late."

Todd nodded reluctantly, and stood up. Francis stood up behind him, and gave him one last bone crushing hug.

"Thanks for listening to me," she said, her voice still broken, but sounding like it was recovering. "Now you go back to your room. Tell Neil I said 'hey'". She gave a weak attempt at smile, and Todd returned it, equally as weak.

"Okay, I'll see you tomorrow, then." He gave a small wave, and backed out of the room and through the door. Francis followed him, and gave him a genuinely sincere, however sad, smile.

"I'll see you…" She said, closing the door behind him.

When Todd returned to his room, Neil had been lying in bed. Upon hearing the door slowly creak open, he shot up and grinned.

"So how was it? You where gone for like… I don't know a half an hour or so. You must have had some riveting conversation or something."

Todd shook his head. "I don't really know if I should talk about it right now."

"Come on!" Neil urged. "What did you guys talk about?"

Todd shook his head again, this time more frantically. "I don't think she'd want me to tell you what she said… but she did tell me about her past, I guess. I don't really want to talk about it, myself."

Neil, noticing Todd's seriousness, dropped the question. "Okay," he said, "I trust what you're saying. But you guys must have done some serious talking… I'm impressed."

Todd didn't respond, and crawled into bed. He found himself now burdened with his new knowledge. Francis seemed to transform entirely before him, from the cocky girl to someone as secretive as he felt. Slowly, though, despite his racing mind, he felt sleep pull him into loving arms, and he forgot her bleary eyed glare, for a little while, at least.