I hope this one turned out OK. I like the way Axel and Roxas develop in this chapter. I tried at some Seifer x Roxas, but I can't do it in this setting. -sigh- maybe another time. Seifer is too much of a bully for now. Oh, and, Genki, sorry... I kinda stole your song idea from Cinderfella. Which is an AMAZING fic, by the way. All of you Riku x Sora fans go read it! now!

Demmy: Ame does not own any part of Kingdom Hearts, MTV 1, 2, 3, 4, 5 or 6, Blue October or any of their songs.

It was Monday when Roxas was back in school. He gathered his assignments as the day went on and finished them in a short amount of time. It wasn't as much torture as it had seemed while in his hospital bed. Hayner always was the type to exaggerate over make-up work.

In sixth period, the end of the day, Roxas had just finished up his algebra test when the bell rang. He grabbed his bag and fought through the crowd, trying to make it to the exit to meet his friends. When he got there, from as fast as he was going through the door, he stopped completely. A few people shouted and ran into him, giving rude comments, but Roxas didn't hear them.

"Oh, Roxas! Look who's here!" Olette waved then motioned to the other. Next to her stood him, the tall man with the mint green eyes, wild long red hair, and tattooed accents on his cheeks.

"Hey, you're looking spunkier today." The senior waved.

"Axel, right?" The boy's feet started to walk him forward towards the group, trying to hide his awkwardness.

"That's my name, if that's what you're asking. (Got it memorized?)" He grinned. Roxas blushed, either out of embarrassment or confusion. He seemed so different than he did out in the ocean. Friendlier. Softer.

"Yeah... thanks for the help the other day."

"Don't sweat it. I didn't like that Seifer kid anyway."

"R-right."

"If he ever gives you trouble again, let me handle it."

"Right." Roxas nodded, watching him turn and leave down the road.

"Gez, what a jerk. We don't need his help to fight Seifer." Hayner scoffed.

"Huh?"

"Don't worry about it, Roxas. Just stick by me from now on. I've got ya covered. I don't trust that Axel guy."

"Hayner's right." Chimed Pence. "He's just messing with you in order to get to Seifer. He wants an excuse to get in a fight."

"How can you guys say that? How do you know?" Roxas defended.

"That's what everyone in this school is saying. He's a cold guy, not very friendly." Olette said.

"Oh..."

At the start of November Pence and Hayner's second period chemistry class went on a trip to the local labs and other chemistry-related sites. Roxas, a biology student, and Olette, who had Chemistry with a more boring teacher during sixth period, were left behind for the day.

The two sat in the usual place playing cards and munching on chips. "Ah, I can't think of anything more to do! I hate Fall!" Roxas surrendered his go-fish cards (They had already gone through every other game they knew. Spit, blackjack, crazy eights).

Olette sat and thought for a while. "Oh! I know!" She jumped up. "At this time of the year they stop cleaning the beaches! There's bound to be plenty of wash-up from high tide! Let's go see what we can find!"

"Oh, but the beach is COLD!" He whined. "Even if we don't go in the water!"

"Well, then, bundle up or go-fish. You're choice, cuz I don't have any red kings."

"Oh, fine..." He sighed, grabbing his windbreaker and another sweatshirt.

"Good!" She grinned, slipping a hoody over her head. "I still have some birthday munny from October, and the train to the beach should be discounted by this time of year anyway. So we're set!"

They got on the train for a cheap price and walked along the beach, picking up polished whole shells. Soon Olette's mood dropped with a sigh.

"What's wrong?"

"I wish the others were here..." Her fingers traced the little ridges in the shell she held out of her bag. "It's so nice here."

"Don't worry!" Roxas smiled to reassure her. "I'm sure they're having fun on their own. Here, why don't I go grab us some candy or something. You can sit here and enjoy the shore."

"Are you sure?"

"Yeah, I'll be right back." He groped his pocket to make sure he still had munny left before racing off.

Olette, left alone, watched the sun's reflection break and regroup on the water before her. It wasn't setting yet, but it was low enough to start and the sky was already a blush of orange and pink. Then again, the skies of Twilight Town usually were, that's what made it such a beautiful place to live.

She sighed again, looking over the things she'd collected. "This sea glass would look so pretty in a sun catcher." She smiled to herself. "This way, when winter comes, we'll still have the beach. The sky from the usual place won't look so grey this year." With the waves backing off, she mused herself by placing her findings on a bare space of wet sand.

Roxas was busy running around on the boardwalk. Cursing himself, he knew he should have known that every little shop would be closed by now. He couldn't find a single one open still.

"This sucks... and I promised Olette I'd get her something to eat. Hey!" His eyes had drifted over the glittering water to see the man walking along the water's edge, picking up odds and ends then putting them down in their exact place. The eyes came up to look into his.

"What are you doing here? It's the off season!" Axel crossed his arms across the printed t-shirt on his chest. The bottoms of his tattered jeans were wet and hardly hiding his bare feet. Roxas jumped over the ledge to go meet him.

"Well, we just keep meeting like this, don't we." The man chuckled, scratching the side of his head.

"What are you doing here?" Roxas blinked.

"Hey, didn't I just say that... how long ago? I came here to be alone for a little, and look what happens."

"Oh, sorry... My friend Olette and I came here to look for seashells and sea glass. She was hungry, but..."

"All the shops are closed, you dummy." Axel rolled his eyes. "It's a waste to keep them open if nobody is coming to the beach. Tell her to go back into town if she's hungry. One shell is the same as the next, she's not missing out on anything."

"You guys have art together, don't you?"

"What?"

"Third period you two have art together."

"Oh, right, right." The red-head nodded. "Not that we talk much. The only conversation we've had was her thanking me for saving your butt."

"What about when you were in front of the school?"

"Oh, she just stopped me and told me to wait for you to come out. We didn't talk."

"Oh..."

"Girls are bothersome. And even if she isn't one of the crazy ones, the crazy ones might hurt her if she talks to me in public."

'Oh yeah... Hayner did say something about girls hanging all over this guy once. Must be pretty popular. If you like the wild and rebellious punk type.' Roxas nodded.

"Now, if you don't mind, I'm going to go about my own business without being bothered, and enjoy the rest of the evening in PEACE." Axel emphasized.

"O-oh, right, sorry." Roxas blushed, but ran off to find Olette before the other noticed. He changed his line of thought to concentrate on how he would explain to her that he hadn't gotten food without disappointing her.

While he was running with his wandering mind, he failed to register that, among the squishy wash up of seaweed and small shattered shells, came a cracked, dead, and rotting crab. As his heavy step came into it, the broken shell lashed up his foot. Only through the soul of his shoe, but enough to start heavy bleeding and a shout.

"You!" Axel was there in a minute or so, ripping off the shoe and ripped sock, surveying the cut. "Why can't you just stay out of trouble for once!"

"I'm sorry! I didn't notice it! Yowch!" Sea water lapped at the cut as Axel washed it off. "And I thought that my shoe would protect me!"

"Hold still! I need to clean it."

"But that stings... and it's cold."

"Don't be such a baby." He glanced around for a little and grabbed the discarded sock, pressing it over the cut until the bleeding slowed. "There, now come on." Rather mercilessly, Axel hefted Roxas up in his arms. "You know, kid, you really need someone to keep an eye on you."

But Roxas held his head down, to his the blush and shame on his face from the senior. Soon the shout of Olette made him close his eyes, to act as if he wasn't there.

"Roxas! Axel! What happened?" Her footsteps in the sand made a nice thud as she stopped in front of them.

"Hey. This one just keeps getting himself hurt. And, man, he's getting heavy too." Axel grunted.

"Here, lay him over here. Is he asleep?" He heard Olette ask as he felt Axel lay him down limply.

"No, just pretending to be asleep to hide his shame. You can open your eyes now, kid."

Roxas blushed brighter than he thought he could, hating himself for his stupid looks. "I-I stepped on a crab..."

"And it cut through your shoe?" Olette raised a brow.

"Y-yeah. It was a big crab."

She nodded to Axel. "Thanks. I can help Gimpy home now. Sorry to disturb you."

"Don't worry about it, I think the kid enjoys disturbing me." He smiled. "See ya around."

Christmas came and went gracefully, Roxas getting a new pair of shoes that the group had pooled together to buy. Olette had hung the sea glass up beside a pulled curtain, the sparkling bits being held by the frames that Hayner had placed them in during third period.

Each of the group had a red hat pulled over their heads , laughing at the silliness of it, and rushing to the sandlot to watch the tree go up.

A commotion to the side caught Pence's attention as he turned to see a group of girls gathered around the tall form of, once again, the senior Axel. "Hey, there's that guy again." He pointed.

"His name is Axel." Roxas corrected.

"Yeah, yeah, poor guy." Hayner laughed. "He looks like he needs help."

"Well, let's go help him, then!" Olette piped.

"Alright. Roxas, he seems to like you best, you go help him!" Hayner laughed as he pushed Roxas through the girls, landing the boy with a thump into Axel's chest.

"Sor-"

"Hey! Just in time, kid! Sorry to do this to ya." Axel hugged him, then turned him around, tucking him so that Axel's arm was over his shoulder. "Girls, let us alone for a little, won't you? I need to talk to my friend ALONE for a bit."

Quite a few girls threw Roxas an evil glare before turning and leaving. Axel glanced around, Roxas looking up at him, blushing and confused.

"Ok, they're gone for now... But they'll be following us soon enough." He sighed. "Sorry to drag you into this, but you kinda asked for it."

"Y-yeah." was all that Roxas could peep out.

"Come on, let's get out of here." Axel grabbed his wrist and dragged him off, leaving him waving to his friends with a faint smile on his face to show them that he wasn't being mugged.

Axel had a room in a set of apartments overlooking the sandlot. Once he had the door closed and locked, peephole and keyhole covered, Axel loosened his grip on Roxas' wrist, letting the boy rush to the window. "This is better than the view down there! Why would you leave your room to go down where those girls were?"

"I was looking for something."

"What did you lose this time?" Roxas turned and scrunched his nose in disbelief.

Axel laughed, enjoying the cuteness of the expression. "Don't worry, I found it."

"Axel!" Roxas whined, sitting cross legged on the bed.

"Hey, kid, don't worry about it!" The man sat on the edge of the bed, back to the blonde.

"My name is Roxas."

Axel let himself fall backwards onto the bed and looked up at the boy. "And mine's Axel Lea." ((Pronounce Lea however you want. I don't want to write that in stone because it's fun to play with.))

"I knew that!" Roxas made a face, then laughed along with Axel. When the laughter faded, Axel was left with just a warm smile that reflected itself on Roxas' face. It welcomed the boy to lay out as well, his head next to his companion's and body sprawled in the opposite direction over the edge of the bed.

After a while of warming silence, Axel spoke up. "You know, we're going to miss them light the tree."

"The tree!" Roxas sat up and leaned against the windowsill, Axel close behind and looking over the spikes of his head. The boy's face light up with glee as the tree lit up with small electrical lights.

Axel's large hand pat him on the shoulder. "You know, Roxas, I'm glad you came to my rescue today."

The blue eyes shot up in shock, softening in the warmth of green. "Any time."

"You know, we should hang out more often, just me and you. Right here, though, so the crazy girls don't get you."

"Oh no..." Roxas groaned. "They're going to HATE me just for tonight!"

"Oh, right..." Axel sighed. "Well, then, stick with your bunch of friends for a while. But come visit me when you can, ok?" He smiled.

"Right." Roxas grinned back before Axel closed the door and he walked away.

Roxas hid behind Hayner when he could, or Pence or Olette, or he just stayed ducked and silent in the crowds when school started again. The girls didn't give him as much trouble as he thought they would, but after a few days Seifer picked up on his attempted slyness.

"What are you hiding from, Roxas?" He raised a brow when he intercepted the group's walk home.

"It's none of your business!" Hayner hissed.

"Come on, did you get in trouble again?"

"He didn't do anything!" Olette squeaked. Roxas stayed quiet.

Seifer shook his head. "You just keep inspiring angry from me, don't you." A smile, a smirk. "Well, then, we'll just have to become the best of friends, won't we."

"Just go!" The other leader stepped between them, defensive.

"Settle down, I'm serious. But, if you insist." He shrugged and stalked off.

After he was gone, leaving the four standing there, Roxas shook his head. "Go home without me, I need to go somewhere."

"Bu-" Hayner tried to protest.

"Don't worry!" Came the reassuring smile before he rushed off along a back road towards the sandlot, around where Seifer had exited. "I'll be absolutely fine." He whispered, nodding in agreement to himself. "I trust you on that," came his own reply.

He knocked, timidly at first, but grew impatient and shouted through the door. "Hey, open up! It's me!" He heard the lock click before the door opened up to reveal the face that he had come for.

"Hey, Roxas, good to see you again so soon. We need to get you a key made so that I don't have to get up." Axel laughed lightly.

"Really!" The boy grinned like a child.

"Sure." He ruffed his hair with one of his large hands, smiling back. "You're welcome here anytime, you know. If you have a bad dream you could crawl into bed next to me..." His voice and eyes drifted behind him.

Roxas made a scoff-related noise and pushed Axel lightly. 'It's funny...' he thought 'we're hardly friends and I feel like I've known him forever.' He laughed again as Axel made a face before turning back and jumping over the back of his sofa. 'That we're this close already...'

"Well, come on! You're missing my favorite show!"

'...is really great.' Roxas grinned, running around the sofa and plunking down next to his friend. "What are we watching?"

"MTV6, the MTV that plays good music videos... for now."

"Oh." Roxas pretended to understand and listened to the song. The song currently playing was Blue October's "A Quiet Mind."

Give me a quiet mind and I...
I love you

"So... you like these guys?"

"Yeah, they're my favorites." Axel smiled down at his little pal. "Are you hungry? I have some ramon I could heat up quick."

You give me a quiet mind and I...
I love you
Until the end

"No thanks." He smiled back. "I'm still full from lunch."

"Alright, then I hope you don't mind if I get something for myself."

"No, it's fine."

Give me strength to be kind... To combine
All the good things in life that were so hard to find
But I have and I won't let them go like I do with my friends

"Alright, I'll be right back." The man winked, holding up a finger, before disappearing into the kitchen.

Still bearing voices... From front... From behind
They're the reasons I choose... when to live... How to die

Roxas sighed and waited, listening to the 'ker-plunk' of the noodle brick into the bowl of water. To the click of the microwave door, the beeping of numbers being entered, and the gentle hum for a while.

When to cast... when to reel
When to buy... when to steal
When to fiend for the friends that taught me
Being inappropriate will...

After the microwave beeped and the door clicked open, clinking of the metal fork mixing the flavor, the footsteps started back into the room.

"Here we go, food." Axel smiled, sitting back down next to Roxas. "Sure you don't want some of mine?"

"Don't worry." He smiled back.

"Alright, if you say so."

Give me a quiet mind and I...
I love you
You give me a quiet mind and I...
I love you
Till the end