A/N: Ooh, long one today. Sort of. Back to squishy fan fics. It could be slash, could be friendship, whatever you want. I realized after the first few lines that even though I knew I wanted to use Lullabye, that I never realized how perfect it was for Mark and Roger's situation. So enjoy!

Disclaimer: Don't own Mark or Roger or Lullabye or Billy Joel or their loft or Roger's guitar.


"Mark?"

"Yeah, Rog?"

"What's your favorite song?"

Mark got up and leaned on his elbow to look down at his roommate. They were lying on the loft roof, staring at the rare stars above.

"Why do you want to know?" Mark asked curiously.

"No reason." It was a lie. And Roger hated to lie. Funny thing was, he only hated to lie to Mark. But he knew that Mark would learn to forgive him.

"Um, I don't know...let me think." But as soon as the words slipped out of his mouth, he didn't have to think anymore. The perfect song came to mind."

"Lullabye."

"Beg pardon?" Roger looked at him, confused. "Like the one you sing to babies while they're screaming their heads off and you just want to go to sleep?"

"No, idiot. Lullabye by Billy Joel."

"Oh." Roger looked away, feeling stupid. But deep down, he knew Mark had given him the perfect answer.

---

Early the next morning, around 6 AM, Roger walked into Mark's room and shook him awake.

"Hey Marky."

Mark looked up at him, eyes not closed, but not completely open either. "Rog, go back to bed."

"Nuh-uh."

"Roger, no time for games. I want to sleep, damn you..." The 'you' barely came out. The rest of the sentence just trailed off Mark's lips as he closed his eyes again.

"No, get up."

Mark grunted, which Roger took as meaning, 'Why?'

"Because it's your birthday and I'm taking you somewhere."

"You don't have to take me anywhere; your gift could be to let me sleep in."

"Number one, you sleep in every day. Number two, now that wouldn't be very special, would it?"

"It would be to me."

Roger sighed, turning away to leave. "Fine, I'll let you sleep in." But instead of leaving, he sat down on his roommate, hearing an "Oomph!" from beneath him.

"Rog! Get off of me!"

"You told me to let you stay in bed, so I'm helping."

"FINE, I'M UP." Mark pushed the musician off of him and got out of the bed, leaving Roger smiling.

---

"Roger?"

"Yes, Mark?"

"This is the roof."

"Yes. It is."

"You said we were going somewhere."

"We did. We were once in your bedroom, now we're on the roof."

"How very...exotic of you."

Roger sighed, unlatching the locks on his guitar case. "Excuse the musician with no steady income for trying to be a little creative." He pulled the acoustic out of the case and tugged slightly on each string, checking to see if it was still in tune.

"This would so work better if I had a piano." Mark turned around from looking over the rooftop at the sound of the musician's voice to see his roommate gently holding the guitar in hand.

"Roger, what is this?" Mark's voice came out meeker and quieter than he had wanted.

"Just giving you what you 'sort of' asked for." He began playing a few chords (Roger was right; it would've sounded better on a piano) and opened his mouth to sing.

"Goodnight, my angel
Time to close your eyes
And save these questions for another day
I think I know what you've been asking me
I think you know what I've been trying to say
I promised I would never leave you
And you should always know
Wherever you may go
No matter where you are
I never will be far away"

Mark closed his eyes, letting the lyrics wash over him. He had never noticed before that the song he had loved so much over the years was about his best friend.

He listened closely to his favorite part. The very end.

'Goodnight, my angel
Now it's time to dream
And dream how wonderful your life will be
Someday your child may cry
And if you sing this lullabye
Then in your heart
There will always be a part of me

Someday we'll all be gone
But lullabyes go on and on...
They never die
That's how you
And I
Will be'

Roger played a few end chords and looked up at his roommate, astonished to see tears gathering in the filmmaker's eyes.

Mark walked over and hugged his roommate tight around the shoulders. Roger laughed, finding that even he was getting choked up. "You like?"

He could feel Mark nodding into his neck.

"It was perfect."

Roger smiled and closed his eyes. He knew then why Mark was a filmmaker. There were so many wonderful moments that he could capture that way. Roger realized that if he were to capture one moment in his life to relive time and time again, this would be it.

"Just giving you what you 'sort of' asked for."