AN/ Kay, so, this was written in a semi-omniscient POV. I had both of their thoughts down and figured that both of their thoughts were kind of important so I just included them both. (And if it's not obvious, this happens sometime during Nothing's Fair.)

also *hands you box of tissues*


29 cleared his throat, slowly pushing open the door. Joseph didn't hear him. He was too busy with that video game they'd got him just a few weeks ago. 29 studied the screen for a moment, not that he could make any sense of the game. There was a lot of green, though…

Anyway.

"Joseph?" he said, quietly.

Joseph heard him this time, and immediately paused his game so he could turn around.

"Yup?" he asked, grinning slightly.

29 bit his lip. He started to smile and opened his mouth, prepared to blow this all off and just ask Joseph hey, what game are you playing? What's it about? Are you having fun? But he caught himself. He closed his mouth and steeled his nerve. He had to do this.

"Um…" 29 made his way over to Joseph, and then sat down, facing him. "Can you… put the game down, for a second?"

Joseph nodded, and sat the game controller down and out of the way. He looked a bit skeptical, if not worried.

"Joseph, I need to talk to you about something," 29 said.

Joseph's eyes widened. "Oh, no, I'm not in trouble am I?" he asked, groaning. "What'd I do this time? I stayed here just like you said, I promise! Except that one time I went to Twilight Town… and… that other time."

29 chuckled, even though it was a bit hollow.

"But other than Twilight Town I haven't gone anywhere! It's been boring but I promise I've been good—" Joseph paused, noting the look on 29's face. 29 looked… frightened. And that scared Joseph. A lot. He'd never seen 29 look like this before, and suddenly he wasn't sure what to expect 29 to say next.

"I…" 29 swallowed, trying to find the right words. "Do you know what Saix has been up to?" he said, finally. That… seemed like a good place to start.

Joseph nodded. He understood that, at least. "Yeah. Taking over the rest of the Program." He pouted. "And being a jerk about it."

29 nodded. "Do you… know why I've told you to stay in Castle Oblivion?"

Joseph shook his head. "Not… really. I just assumed you wanted to keep me out of trouble while Saix was finishing taking over because things are rough and crazy and you didn't want me… yeah." He nodded, now, satisfied with that explanation. (Thankfully 29 understood what he meant.) "Then… we'd go back?" Joseph asked.

"We aren't going back, Joseph," 29 said, bracing himself for the worst.

Much to his surprise, Joseph lit up upon hearing that.

"So we're part of this Rebellion thing now, huh?" he asked, bouncing up and down slightly with excitement. "That sounds like it might be fun! What about-"

"Joseph," 29 interrupted. He knew what Joseph was going to ask and he couldn't let him. Joseph needed the truth before he could build up any more hope for himself. "Listen, I kept you in Castle Oblivion for a very specific reason."

Joseph sat back down, seeing as he'd been nearly on his feet in his excitement.

"Yeah?"

"It was to keep you safe," 29 said. He closed his eyes for a brief second. Now. He had to tell Joseph now.

That didn't make it any easier.

"Saix has…" 29 swallowed, steeled his nerve, "…killed all the other Experiments."

The light faded from Joseph's eyes, quickly replaced by horror.

"Wait. What?"

It was like his world had stopped, and suddenly he couldn't feel anything. He didn't believe it. He didn't want to believe it. But why would 29 lie about this? 29 wouldn't lie about this. 29 very rarely lied, ever.

"So, like, Raymond? And Patrick?" Joseph choked. "They're- and all my other friends?" His voice cracked. Tears were rolling down his cheeks. Saying it out loud—admitting it—made it so much more real. "They're… gone?"

29 just nodded. He didn't trust himself to speak.

"But why would Saix do that!?" Joseph demanded, shaking his head in disbelief.

"He thinks you're all useless, Joseph," 29 said, quietly. His voice cracked, too. "He's wrong. But—"

"But what about their caretakers? Why didn't they do what you did!?" Joseph's voice trembled, furious tears spilling from his eyes. "Why didn't they stop him!?"

"Joseph, some of them tried. Some of them fought and were killed and then there was no one in Saix's way to stop him." It hurt to explain. 29 shook his head, sadly. "No one thought to take such drastic measures, as I did, Joseph. They didn't think it necessary."

Joseph stared at him, looking angry, not just upset. "Are you saying some of them just stood there, and let Saix just- just-" His voice was breaking, and he tried his hardest to hold back tears, even though it was much too late to stop them. "Who would do that?"

Joseph clutched his head, fingers curling in his hair. He wanted to scream, but all he could do was sob. He didn't understand. How could anyone in these worlds be so terrible? Not just like Saix, who went around killing kids, but others, who just let him kill them and didn't try and stop it.

"Joseph, listen," 29 began. But it wasn't enough. It wouldn't ever be enough. He picked Joseph up, ignoring the minor protests that broke through his sobs, and pulled him into his lap, where he couldn't be hurt.

"It's not fair!" Joseph cried. "It's not fair, it's not fair, it's not fair!"

29 held him securely. "I know," he whispered. "I know it's not fair. But there's nothing we can do about it."

"What about you?" Joseph mumbled. "Did you do anything about it?"

29 sighed, and rested his chin on Joseph's head. "I kept you safe. I kept you alive. And, Joseph I wish I could tell you I did more. I wish I could tell you I fought to keep everyone else safe, but I didn't. I did what I could, but I could only do so much. If I had died, there would be no one left to take care of you."

Joseph slowly stilled, his sobs stopping, for the most part. He was silent for a moment.

"I'm glad you're still here…" he whispered.

"I am too."

Joseph laughed, though it was broken. "Glad that you're here, or that I'm here?" he asked.

29 chuckled, figuring it best for Joseph to laugh with him. "Both, I guess," he said. "But I'm especially glad that you're here. And that you're safe."

"Me too." Joseph frowned, then, realizing something. "But am I safe? Doesn't Saix want- want me gone, too? Won't he come after me?"

"Joseph, the likeliness of him actually stepping foot in Castle Oblivion is very slim," 29 assured him, gently. "And if I think that those chances get any higher—that you are in danger—I will move you somewhere else. Somewhere safer."

Joseph nodded. "Okay." His voice was small, like he was frightened.

29 gave him one last squeeze, then eased up on him. He was still holding Joseph, just, not as tightly. "Are you alright?" he asked. "At least, in a relative sense. I know you can't be feeling too well after hearing that."

"I guess," Joseph replied, voice still small. "It's- it's a lot to wrap my mind around. And it… it hurts a bit. Knowing I'll- I'll never see them again."

29 nodded, understanding.

"Would you like some ice cream?" he asked.

"Yes please."

29 smiled.

"Do you want me to go get it and you stay here, or do you want to come with me?"

Joseph looked up at him.

"Is it safe to go with you?"

"Twilight Town should be safe," 29 said. "As long as you're with someone."

"Then I think I'd like to come with you."

xxx

"Two ice creams, please," 29 told the storekeeper.

"What flavor?" she asked, smiling politely.

"Sea salt," Joseph said, automatically.

"Sea salt," 29 repeated, just in case.

"One second." The storekeeper turned around and started digging through the freezer. 29 fished into his pocket for his munny.

"Oh, hang on," Joseph said, once he noticed. He reached into his pockets, too. "I think I've got-"

"It's alright," 29 said, pulling out the required munny. "I can pay."

Joseph frowned. "But I've got-"

"Joseph, I'm allowed to spend munny on you if I want to." 29 smiled. "My treat today. Save your WINNER sticks for another time."

Joseph nodded, and then took his ice cream from the storekeeper. 29 handed over the munny, and took his ice cream, too.

"Do you want to go sit somewhere?" he asked, looking down at Joseph.

Joseph shrugged, already taking a bite of his ice cream.

"Alright, well… come on."

They headed out of the ice cream shop, and started walking around Twilight Town.

"Oh, wait!" Joseph grabbed 29's hand and started pulling him along. "I know a spot!"

Within a few minutes, they were seated in a relatively out-of-the way part of Tram Common. Joseph was nearly done with his ice cream, and 29 was… well, about halfway finished. He'd reached that point where it was nearly impossible to get the ice cream off the stick without dropping some.

He carefully took a bite, and managed to not send the rest of the ice cream falling to the ground. However, the ice cream had gotten melty, and a large glop of it fell right into his lap. He sighed. Joseph laughed.

29 shot him a look, and Joseph quieted instantly.

"Sorry," he said. "That was mean."

"No, don't apologize," 29 said, scolding himself internally. "It's alright. It's nice to see you smile."

"Well, sure, but I shouldn't have laughed at you…"

"It'll wash out just fine."

Joseph licked the last of his ice cream off of the stick, checked it—it wasn't a WINNER—then started playing with it idly, while he waited for 29 to finish.

"Joseph," 29 said, after a moment.

"Yeah?" Joseph asked, turning to him.

"Can you promise me something?"

Joseph nodded. "Sure."

"I know you're hurt right now, and scared, but promise me, promise me, that you'll smile," 29 said. The words came out more urgent than he'd intended them to, but… there was no fixing that. "Once a day. Every day. Please, Joseph. I know this is the worst news you could've possibly ever heard, and I know that it's terrible, and that awful things have happened, and it's not easy, but I want you to keep smiling for me."

Joseph broke into a grin. It was a bit uneasy, but that was to be expected after what he'd been through today. "You got it!" he said. "And you gotta smile too, okay?"

29 chuckled. "Of course."