Disclaimer: All rights to the name "K-On!" belong solely to their creators. I neither own this franchise nor do I profit from the writing of this story.

Author's Note: Just wanted to give thanks to all those who have followed the story so far I really appreciate it.

To Tiza-Chan: I know you had sent me a link of some concept art regarding the story but unfortunately the link isn't working. PM the link whenever you get a chance.
To DisChingisKhan: I apologize for that wall of text I PM'ed you the other day. It was unprofessional of me. I'll be sure to keep our correspondences in topic.

Aside from that enjoy the next chapter.

The next morning came and as Ui Hirasawa awoke from her slumber she noticed that the futon she was laying on felt much warmer than normal. Not that she totally minded. From what she could tell it was very cloudy outside and there was a lingering chill about her room that felt out of place for the season. Her eyes still felt very heavy and the source of warmth near her was just so comforting that, without a second thought, Ui had wrapped her arms around it.

Not once did Ui ever question why her futon felt so warm and what had compelled her to hug said warm object in the first place. She was sure that she did not have any dolls with her, having outgrown them already, but still she did not question why it felt like something was next to her. All she cared about was succumbing to those sweet tendrils of slumber as her eyes began to close and the gateway to dreams about to reopen once more.

A small moan suddenly snapped Ui awake and, before she knew what she was doing, instantly flung the comforters off of her body and was shocked to find herself sleeping next to her best friend, Azusa Nakano. While initially alarmed Ui soon calmed down as she started to ponder as to why Azusa would be sleeping next to her in the first place.

The chill of the room cause Azusa to instinctively curl up. Not wanting to wake her guest before she was ready Ui placed the comforters back on their bodies as she lay down once more. Ui had thought about maybe trying to carry Azusa back into the bed and tuck her in but Ui dismissed the thought immediately. Though Azusa was smaller than her Ui did not have enough confidence in her strength to lift the petite guitarist and place her on the bed above them without waking her.

Ui then thought to perhaps take leave and sleep on the bed herself but also dismissed that idea immediately. She did not want to appear as a poor host, forcing her guest to sleep on the floor while she took the comfort of her bed. While there was no one around to actually accuse Ui of being a bad host Ui took pride in her ability to make others feel at home at their house. She wasn't about to start breaking those habits anytime soon.

This left her with sleeping next Azusa for the rest of the morning.

Ui looked over at the digital clock at the desktop above them and saw that it was still five thirty in the morning. Much too early to be up during the weekend. That meant that she was going to have sleep next to her best friend for at least the next three hours or so, depending on when Azusa wanted to get up.

Sighing, Ui soon lay on her back as she stared at the ceiling her arms behind her head.

Truthfully she did not know why she felt so uncomfortable sleeping next to Azusa. Ui thought about this and had come to the conclusion that perhaps it was because she had never slept next to anyone before other than her older sister. Ui had never made such close friends with anyone to invite them over to her house. In fact, now that she thought about it, this was probably the first time she had ever invited anyone over without her sister being around.

However Ui was sure that was not the only reason why she felt uneasy right now. Much of the conflicted emotions she was experiencing at the moment was perhaps due to that conversation they last night. It had come as a shock to Ui that Azusa had trusted her enough to share such an intimate secret with her. In some respects it even scared Ui a bit. Azusa confiding in her suddenly changed the dynamic of their friendship. What had once been a pleasant acquaintance had suddenly deepened into something more. Ui was not sure what to make of this.

On one hand she was mortally afraid of letting her first and only best friend down. While she wasn't a blabber mouth in the slightest Ui wasn't sure how she could keep her silence around Mio. From what she had gathered so far from Azusa she was under the illusion that Mio would never reciprocate her feelings.

Ui really had to bite her lip as she thought about that.

She cared about Azusa, now more than ever, and now Ui wasn't sure whether to respect Azusa's wishes and remain quiet or do something to try and spur her relationship with Mio along. How could she stay quiet around Mio-sempai when she knew that Azusa so desperately wanted to reach out to her? How could she not want to help Azusa and tell Mio what she knew? Would that make her a traitor or worse, a terrible friend? Yet could she truly justify spilling the beans by claiming that she was only trying to help?

As much as she was honored that Azusa had entrusted this secret to her Ui very much felt pressured now. She was torn between respecting Azusa's wishes or taking action and doing what she could to make Azusa happy even if that meant jeopardizing their newly deepened friendship.

Ui could not help but think that the despite her wanting to help Azusa she would leave the matter be. Azusa had already stated that she would talk to Mio when the time came. Ui was sure that if she told Mio anything, despite her good intentions, it would devastate her friend. Not only would it come as a betrayal but it would also expose the fact that Ui had no confidence in Azusa's ability to direct her own life. That was the last thing Ui wanted Azusa to think of her.

Even so coming to terms with her decision was difficult and Ui was sure that her resolve would be tested more than once in the coming days. She could only hope that she would keep her silence and honor Azusa's wishes.

Then there was the kiss Azusa had given her last night. That had come out of nowhere and it caught Ui completely off guard. Ui could not say that she was disgusted, more than anything her reaction to the kiss had been pleasant. Ui was not sure whether that was a good or bad thing.

It was at that moment that Ui looked over at Azusa's sleeping form and noticed the smaller girl's lips for the first time. They shone out as a light pink contrasting slightly to the girl's fair complexion. Ui was sure that Azusa was the type of person who didn't need to wear lipstick. Ui wondered what it would be like if she kissed her on the lips.

The thought of kissing Azusa that intimately sent Ui's body into a sort of nervous giddiness. Her heart started to accelerate, her stomach felt light all of a sudden and the urge to make physical contact with the girl started to become unbearable.

Why am I thinking of Azusa-chan like this? This isn't supposed to be normal is it? It's not like I haven't kissed anyone else before. Yet why don't I ever feel like this whenever sis kisses me? I don't understand.

Ui reached out and started to softly caress Azusa's long, violet hair. Her fingers passed through the strands with ease and Ui could not help but think just how soft the smaller girl's hair was to the touch. Like her sister Ui had such a tough time with her hair in the mornings. Already she felt a tinge of envy for Azusa to have such long, beautiful hair and yet have it so smooth at the same time.

Almost as if in response to Ui's ministrations, Azusa let a small moan as she instinctively shifted closer to Ui's body. The sound of Azusa's voice in pleasure made Ui's breath almost hitch. Already her hand had shifted past the girl's hair and down to her face where she placed her hand on Azusa's cool cheek.

Meanwhile Ui's other arm had already encircled around Azusa's waist and, without even knowing it herself, had gently moved Azusa closer to her own body.

Ui looked down and could only gaze in astonishment at Azusa's form.

Azusa-chan…since when…?

Ui could see Azusa's lips coming closer and closer to her and soon she was so close that she could feel Azusa's warm breaths hitting her face. The smell of Azusa's shampoo barraged Ui's nose, along with the light perfume she wore the day before. Even the smallest traces of her the smaller girl's natural scent. All of this formed into a cacophony of aromas that served to drive Ui heady.

It was when Ui's lips were mere inches from Azusa's own that the younger Hirasawa girl suddenly realized what she was doing and pulled herself back in a near panic. Her heart was racing, in both arousal and fear of being discovered. Meanwhile Azusa seemed to have noticed anything going on as she mumbled something incoherently in her sleep and turned around.

W-Was I just going to kiss Azusa?

Indeed Ui was in disbelief as she held her fingers to her lips not wanting to believe that she was merely a moment away of locking lips with her best friend. The first emotion that welled through her was disgust. She was sure that she wasn't into other girls like that. She had once seen a very naughty thing on TV once when she couldn't get to sleep one night. The two women making out on the TV before her that night disgusted her and she immediately changed the channel when she realized the content in which she was watching.

The thought of having any sort of physical attraction towards other women was something that Ui could not get her head around. While she was understanding of Azusa's desires towards Mio, Ui herself found it difficult to relate to Azusa. That being said Ui did not feel much attraction to men either but she already made up her mind that she was going to marry a good, down to earth man when she got older.

It was understandable that Ui would feel disturbed by her current feelings at the moment. Never before had she felt aroused at anything. She didn't even know what it felt like to be aroused but she was more than sure that that was exactly what she was feeling when she had nearly kissed Azusa.

Ui could not help but feel anger towards herself. She could not believe that the first object of her arousal would be another girl. More than that it was her best friend, Azusa. She just thought it so crazy that her body seemed to move on its own, that it took every bit of her mental facilities just to overcome her instincts. It scared her to know that she was a mere moment away of ruining her friendship with Azusa forever.

For, when it came down to it, the most overwhelming emotion Ui was now feeling was guilt. How dare she try to claim Azusa like that when the girl had just stated that she liked Mio? Did she hold her friendship to Azusa so lightly that she was willing to throw it all away just to physically take her?

Ui shook her head violently.

She couldn't believe that she was capable of such despicable behavior. For a moment she shot an angry glare at Azusa and blamed her for making her feel this way. Why did she have to kiss her last night? A simple 'thank you' would have more than sufficed.

On a deep, primal level Ui knew that she enjoyed what Azusa had done to her and now she could hardly take her mind off of her. This conflict of interests between her Id and her Ego was something new to her and she could hardly put her emotions in place. She felt guilt for desiring Azusa that way, especially after she had confessed that she liked Mio. On the other hand Ui could not help but claim Azusa as her own and show her that she could make her much happier than Mio ever could. I

For, when it came down to it, Ui now thought that Azusa was very attractive. Her hair, her smell, her petite figure…everything. Mio would have to be a complete fool to turn this beautiful creature down. To rebuke her advances because of some archaic, societal dogma. To see her tears and then tell her that she was totally at fault.

It was not like Azusa could help who she loved.

Ui lay on her side, facing away from Azusa as these thoughts and more raced across her head. She was so confused now. Ui wanted to still be there as a friend, yet she now wanted more out of Azusa as well. Ui knew that all of this was terribly unfair to Azusa but she still could not help but sate her own desires as well. It was not like Mio even took the time out of her day to even be there for Azusa.

The thought of Mio made Ui angry. Azusa completely adored and looked up to Mio and yet the bassist had been standoffish and cool towards her kouhai. Ui knew she had no right to say this but the more she thought about the more she began to feel that Mio did not deserve Azusa at all. Mio had done nothing to contribute to Azusa's happiness. Yet she, Ui, was here doing everything she could to make sure that Azusa was happy. While Mio couldn't take the time of day to actually pay attention to Azusa, Ui was sure she would do anything to accommodate her petite friend.

Ui never thought she could be envious of anyone but now she was beginning to feel that towards Mio.

However despite all this Ui was still a person with a gentle disposition. She cared for Azusa more than anything and only wanted to see her happy. Azusa was her first best friend and that only gave Azusa a special place in Ui's heart. If Azusa truly wanted to her to keep secrets then she would. If Azusa truly wanted to be with Mio then that was fine too. Anything to insure that Azusa was happy.

Ui gave a glum smile as she made up her mind. It was in her nature to make sacrifices to insure the happiness of others. It was something she had to do ever since she was young. By now it was common place and almost expected of her.

She would play the part Fate had always intended her to play because she knew that it was for the best for everyone involved.

Ui turned around and soon hugged Azusa close to her. The smaller girl instinctively curled in closer to Ui's body. Ui smiled sadly as she tried to cherish this small moment for herself. She would do her best to relinquish her claim on this beautiful creature if it meant her happiness. Ui promised she would do so no matter what.

Even if she were to be made miserable in the process.

Azusa could not help but feel that Ui had been somewhat subdued the entire morning.

While Ui was normally a very reserved girl Azusa could not help but think that something was bothering her best friend.

Breakfast that morning had been a rather silent affair for though the food was very good Azusa could not help but feel that it was too quiet. Ui herself had not really eaten, instead just playing with her omelets a bit with her fork. However Azusa was never much of a confrontational person and so she let the matter be.

It was noontime and the weather was still very chilly. The TV was on a random game show neither girl was really listening to, Azusa working out some guitar parts on some sheet music she brought with her and Ui reading a romance manga.

Try as she might Azusa simply could not concentrate on her music. She was disturbed by Ui's melancholy behavior and, in some way, blamed herself for it. It was awfully rude of her to just go and sleep down next to her on the futon on the floor but the weather had gotten so chilly that she simply could not keep warm. So Azusa did what she thought was the most obvious thing and slept next to her best friend. There was no harm in that they were friends after all.

Apparently it had affected Ui and Azusa was feeling a bit guilty over it. Sure they had become best friends but Azusa could not help but feel that she may have been a bit too forward. It was hard for Azusa to realize that Ui wasn't her older sister despite their near identical looks. Ui was much more reserved than Yui and probably wasn't used to receiving physical contact with anyone outside of her family.

Azusa had wanted to bring this up but she was afraid of what Ui would say to her.

It's like I can never get this right. Why is being friends with someone so difficult? No matter what I do it feels like I just make things worse. I did not mean to make Ui uncomfortable but I thought she would be okay with it. Then again what do I know? It's not like I really had many friends before Ui.

I wonder if both Ritsu and Mio had gone through this sort of difficulty before. Though I'm sure that they have it's so much easier said than done. I have such a hard time imagining those two ever really hating each other. Man I wish Ritsu-sempai was here right now. She would now what to say to make things better.

Azusa looked over at Ui and could see that the girl was absorbed in her reading. Perhaps a bit too absorbed. Azusa could not help but feel that Ui was doing her best to ignore her. It made Azusa frown. Just yesterday it felt like their friendship had just gotten so much deeper and now, after just one mistake, they were back to square one.

Ui peered over her manga, getting the impression that someone was staring at her, and saw Azusa's red eyes bearing down at her.

At once the sight of Azusa made her retreat back into her comic. It was too much. The sight of Azusa was enough to make her heart race and the last thing Ui wanted was to do something to Azusa that she would regret. However Ui did not miss the frown on Azusa's face nor the glistening of her eyes.

Azusa's felt her heart stop when Ui gave her a look of fear and instantly retreated back into her manga. It was then that Azusa knew that she had royally messed up. In some ways perhaps she felt like she did not even deserve to be Ui's best friend. When she really thought about it she really did not know her that well. She made a mistake last night by crawling into her futon, thinking that she wouldn't mind the physical contact. If anything, Azusa was sure that Ui might have actually welcomed her, just like Yui would if they were in the same circumstances.

However it was because Azusa had thought Ui to be like her older sister that had led to this predicament now. Azusa felt guilty knowing that she simply assumed that Ui would act just like Yui when, in fact, she was her own, unique person totally set apart from Yui appearances be damned.

Mustering up all her courage Azusa soon spoke.

"Ui-chan I just want to say that I'm sorry. I shouldn't have just crawled into your futon like that without your permission. I made the mistake in assuming that you wouldn't mind, just like Yui-sempai. But you are not Yui and for that I'm sorry. Just please stop this already. I know I'm not the greatest friend out there but give me another chance…."

Ui looked up and could see that Azusa was actually crying now. The feelings of guilt that she had been experiencing so far had just magnified about ten times just at that moment.

Azusa actually thinks that she is at fault here when it is actually me who has been having this disturbing thoughts about her?

Now she has taken my behavior as a slight to her actions? No…no…no!

Ui gently placed the manga down at the table before them and walked over to Azusa and wrapped her arms around the smaller girl. Azusa leaned in, placing her head on Ui's bosom.

"Azusa-chan you have nothing to be blaming yourself for. If anything it is I who should be sorry. Though what you did surprised me it is not a big deal. No…I am to blame. For behaving this way. For being too cowardly to face my insecurities head on. You must think me such a horrible friend don't you Azusa?"

"No Ui-chan! I shouldn't have invaded your personal space like that. Not without your permission. I took a liberty in our friendship when I clearly hadn't earned the right to do so yet."

Ui looked down at her friend, so vulnerable and yet alluring. The desire to kiss her was overwhelming but she held herself back. She would dare not jeopardize this friendship with Azusa, not now…not ever.

"Then I guess we are both under the mutual agreement that we are bad friends. But then you should realize Azusa that two negative DO make a positive. We may be bad friends for other people but I think that just means we are meant for each other. Oh dear…that came out wrong." said Ui with a slight blush on her face.

The awkwardness of that response started to make Azusa laugh in mirth. While Ui was very embarrassed by what she said she could not help that it was worth it if it meant Azusa laughing in joy as opposed to crying. She supposed a little self-embarrassment was but a tiny price to pay.

"That was so corny Ui-chan! I can't believe you actually said that." laughed Azusa.

"I don't think it was that bad…."

"Really if I didn't know any better I swear you were actually coming onto me Ui-chan!"

Ui could not help but feel somber by what Azusa said for the moment.

So even if I did make my intentions known it would serve to be a source of amusement for Azusa. Well what am I supposed to expect? I really should know better. Still I just wish….

"Okay so it did sound kind of silly."

So both girls started to laugh, thankful that the awkward silence between the two of them had finally passed. Azusa had managed to wipe a tear off her eye before collecting herself.

"You know Ui, you really know how to make me feel better when I'm down. You may say that you're a bad friend but I don't think so. Really I'm so happy that you're here with me. You have given me the courage needed to finally come clean to Mio-sempai about my feelings. So thank…from the bottom of my heart…thank you for being there." said Azusa seriously.

Ui had to really keep herself in check lest she started to cry from gratitude. It made her more ashamed to see that Azusa held total confidence in her. That it made her feel guilt for desiring Azusa in a more intimate matter. Ui did not feel she was deserving of such praise but that was okay. As long as she was there to wipe the tears from Azusa's eyes then it was fine. As long as she smiled and was happy then Ui was content to being the best friend. And if Mio ever broke Azusa's heart then she would be there to mend the pieces to the best of her ability.

She would always be there for Azusa…her first and only best friend.

"No Azusa-chan thank you for being my best friend."

Author's Note: I know that this chapter is a bit short but I plan to update the next one soon. Hopefully this chapter wasn't too redundant but really wanted to focus a bit on Ui before moving back to the main cast. Anyway let me know what you all think hook me up.