"… n-…-o…Nico... Nico! Wake up!" said the warm, sunny voice outside of the darkness. Nico felt himself being gently shaken, and buried his head under the pillow, but it was so cozy... and warm...

"Nico... It's been like three hours. You should get up now..."

A sudden force yanked the pillow out from Nico's grasp, forcing him to blink as his eyes were assaulted by the brightness of his surroundings.

Nico groaned and rubbed his eyes at the unexpected exposure. His eyes refocused on Will, who was looking down at him, and Nico was... wrapped in a blanket on the couch?

Will saw Nico's blatant confusion and explained the circumstances. "I moved you from the other couch, you were practically falling off."

Nico flushed, realizing he had completely passed out in front of a guest. He scrambled to get up, running a hand through his hair.

Will continued talking, trying to fill the silence. "I figured you might get cold, so I poked around the house and grabbed you one of the blanket and pillow sets from what I'm assuming was a guest room."

Will watched as Nico stretched, and as he winced upon realizing that he had strained his neck from the way he had fallen asleep. "Sorry, I probably should have moved you sooner. That couldn't have been a comfortable position to sleep in."

Nico shook his head. "'S my fault for sleeping like that, not yours."

Will smiled, standing up straight before sliding into the empty space next to Nico, perching on the armrest of the couch. Nico flushed at the proximity of the other boy, but said nothing, wanting to bask in his presence for a little longer.

Will's eyes crinkled up with mirth as he rambled on, "But wow, you sleep like a log. I had to shake you like five times, and I even had to take away your pillow."

Nico buried his face in his hands, embarrassed that he was seen in such a compromising position, completely unaware of Will's admiration.

Will internally smiled. Nico was so... adorable while he was sleeping. His worry lines disappeared, and he even smiled once or twice while he was dreaming. If only he would smile at Will more while he was awake...

Will shook the memory from his head, feeling guilty for getting sidetracked, and nudged Nico gently with his elbow.

"C'mon," Will coaxed, "We've got to work."

Nico pulled his face out of his hands and cocked his head sideways, thinking. That tune that Will was singing under his breath as he drifted off to sleep. A feeling of comfort and nostalgia engulfed him as he replayed the moment in his head, and he was strangely reminded him of how he felt enveloped in his late mother's arms as a child.

Nico decided to pursue it, grasping for a tangible solution to their problem.

"Right before I fell asleep, I heard you humming a song... what was it? I think we could use it."

"Oh." Will blushed. "I didn't realize you were still conscious. It was a song my mother used to sing to me as a lullaby: 'You Are My Sunshine'."

Nico pressed his lips together for a moment, then pulled out a notebook with blank music score sheets.

"Remind me how the melody goes. Maybe we can arrange something for a cover."

Will beamed, and started plucking out notes on his guitar. Nico scrawled out the music notes by ear onto the paper, and soon, he had the entire melody written out.

Nico dropped his pencil and scrutinized the sheet laying in front of him. He pulled out his phone, looking for lyrics, and cross referenced them as he transferred the words to paper, ensuring that his messy scrawl matched the original.

"Well," Nico said after some time, "That was the easy part. Now we have to write parts for our instruments. Clarinet would have been pretty easy for me, because I play it. But I don't know anything about guitars..."

Will tucked his hair behind his ear and grinned. "Leave that to me. I've been playing this thing for years!"

He hesitated, looking at the ground before pulling his guitar out of his case. "Well, not that I'm any good at it, but at least after messing around with it for a while I can figure out how to play chords to match a melody..."

He picked up the pencil and started planning out chords to harmonize with the vocal parts. Nico watched as Will jotted down tiny diagrams above his impromptu arrangement.

They started chatting about how the intro should sound, and worked their way through the notes in Nico's notebook.

After two hours of work, Will's phone alarm suddenly went off, startling both of them.

"Shoot, I have to go home and pack!" Will said, jumping up.

Nico looked up from their hand-written sheet music questioningly, and Will elaborated, "I'm going to my dad's house tomorrow. Having to switch back and forth between houses is annoying, but on the bright side, I'll get to see Phoebus again."

Will's eyes lit up with joy at those last few words, and Nico fleetingly wished he was the reason for that happiness.

Who's Phoebus? The small Italian boy wondered. Was it some other friend of Will's? A family member? Or could it be someone closer… like a boyfriend?

Nico swallowed down the lump in his throat, chiding himself for his racing thoughts. He paused, realizing what Will had said just moments before mentioning Phoebus.

"Going to your dad's house... Your parents are divorced?"

Will took a sudden interest in the wall lamp.

"Yeah..." He replied, regretting having brought up the subject. "Their relationship had been on and off, but I guess things didn't really work out for them, what with Dad touring the country and Mom staying local."

Nico wondered if his words from earlier had struck a chord with Will. He never would have expected Will to look so… somber.

Will shook his head, as if clearing his head of the sad thoughts, and Nico watched as the blonde forced himself to cheer up.

Wondering if Nico had been the reason Will was trying so hard to smile, he opened his mouth, but Will cut him off.

"That means I won't be able to come over tomorrow."

Nico wanted to say something, to let Will know it was alright if he was upset, that he was sorry he tried to push deeper, but instead let Will continue talking about their project arrangements.

"Even if we don't get to finish most of our work this weekend, there's gonna be other times. I think we can also still work in class; I'd be surprised if we weren't given any time for that."

Nico sighed. Bringing the previous subject at hand would probably have veered too far off the topic by now. He'd have to say something about it later.

Nico tried to lighten the mood, joking, "Well, at least that means we won't have to spend hours at Chuck E. Cheese's again."

Will pouted. He reached over the side of the couch and picked up one of his huge stuffed animals, pulling it close to his chest.

"You can't tell me it wasn't a fun break though! You had fun too, right?"

Will's sad puppy-dog eyes got the best of him, and Nico cracked a small smile.

"Yeah, I guess so." He started putting away the materials Will brought as Will put away his guitar.

After the two were done packing up, Nico walked Will to the door. Bright headlights cut through the darkness of the night as a car pulled up to the front of the street as Will's phone went off.

"There's my mom," Will concluded, hoisting up his back onto his shoulder before picking up his prizes from their excursion.

Nico awkwardly held the door open as Will pulled his shoes back on. Unsure how to say goodbye, Nico choked out, "Well, I'll see you in class on Monday."

Will grinned and bounced one of the stuffed animals off of Nico's chest, laughing as he replied, "Not if I see you first!"

Nico's chest fluttered as he bent down to pick up the stuffed dog with a smile on his face. But once he looked up, Will had already walked all the way to the car, leaving Nico with an unexplainable sense of emptiness inside as he shut the door.