Anna awoke unhappily after rolling off her seat-bed and hitting the floor of the carriage, which had jerked to a stop moments before. She blinks and knuckled her eyes, looking around. She could see through the carriage window that it was night. Oh, dear, she thought, did I sleep a whole day? Had they even been traveling a whole day? How long does it take to get out of Paris?

"Mademoiselle Devereux," Erik called. He sounded as tired as she felt before, but she couldn't drive the cab for him, she didn't know how. "We are outside Paris and I have found an inn," he continued.

"Oh," she replied, standing up shakily and brushing herself off. "That's wonderful!" Anna made to open the door of the carriage, but Erik opened it for her just before she could reach. He held out a hand- gloved now, as it hadn't been the night before- and she took it, allowing him to help her down. She smiled gratefully at him and looked over to the inn.

It was a nice place, for being at the edge of the country. It looked as though the rooms would be spacious and comfortable. She watched Erik, her hands clasped together, as he unhooked the horses and led them away to the stable beside the inn.

Now she wasn't nearly as tired, and her limbs felt light. She glanced down at herself, her ugly brown dress and dirty hands. She was even barefoot. She thought she'd definitely enjoy a nice bath, but she wasn't sure if this inn had them.

Erik came back and nodded curtly to her, which she took to mean she should follow him. He had a mask over his face now, too. Everything about this man seemed stranger and stranger to her, but she went after him anyway. Maybe the man at the inn would mistake her for a servant. That would be for the better.

They went in, Erik holding the door open for her, which removed her hope of being mistaken as a servant. The innkeeper stood at the bar, speaking with two men who were probably a little drunk. There was a fireplace blazing in one corner, two long tables, and a few lamps glowing softly along the wall. A door at the back she assumed led to the rooms.

The innkeeper heard them come in and turned his head. "Evening, monsieur, little miss. I take it you're here for a room?"

Erik inclined his head and drew a few francs from the pocket of his breeches, putting them in the outstretched hand of the innkeeper. "Two rooms, please," he said. "For one night. Keep the extra."

"Thank you." The innkeeper, a surprisingly tall, thin man in plain garments went around the counter and to the door Anna thought went to the rooms. Erik followed him as he opened the door and they went ahead, and she started and ran after them. "Here," the innkeeper said, pointing to a door, one of many along the hallway, "is your room, little miss. And here," he pointed to another, "is yours. We don't ask questions here. Enjoy your stay and don't cause trouble. You can come into the main room for food or spirits any time."

Before Anna thought if he thought the mask was strange he wouldn't say, but she watched the way he squinted at Erik before leaving the hallway. Her patron didn't notice, simply withdrawing into his room, which was dark.

"Wait, Monsieur Claudin," she said. He paused, but he did not turn around. "Don't you want supper?"

"No," he replied. "If you would like some, here." He turned around and handed her a few francs, then shut his door, silencing her would-be protest.

Surely,she thought, mildly annoyed, if we have been traveling for a whole day, he'd be hungry. I wonder why he's so reclusive. Of course, the innkeeper looked a little less than friendly… why would he? It's not like his face is his fault. He hid it anyway.

Anna went into her own room, just to check if it had a tub. She couldn't even remember the last time she had cleaned herself. It didn't, but had wooden bowl of water and a rag, so she set about washing.

She wriggled out of her dress and wetted the rag, scrubbing at her arms, which had bits of dirt and mud and dust crusted to it. She imagined her face wasn't any better. She scrubbed her left arm until it was pink, and clean, and then went to her right, and then her feet (which almost blackened the rag), and then her face. When she was done she felt considerably better, although a little bit tender from the scrubbing. Unfortunately she would have to remain in her old clothing, because it was cold outside and even if it weren't, she couldn't quite wash them naked.

Anna redressed and went out to the main room, sitting at one of the long tables. There were only the two mildly drunk men at the bar and a couple sitting at the other table. The innkeeper went up to her, his hands set on his hips. She merely smiled up at him.

"It's an odd man you're traveling with, little lass. You ought to be careful," he said.

"I know, monsieur. Thank you. May I have some supper? I can pay."

"Tonight it's stew."

"What kind of stew?"

The innkeeper shot her a look. "Just stew. CLAUDIA!" He yelled at the door that didn't lead to the rooms.

"I'm coming!" a woman's voice came out muffled from behind it. Soon after the source of the voice came out holding a steaming bowl of "stew", which she set in front of Anna. She was a big woman, with a friendlier face than the innkeeper's. "Enjoy it, honey," she said, smiling, then went back to what Anna presumed was the kitchen.

"Mmf," the innkeeper grunted. Anna paid him, and he went back to stand behind his bar. She turned to her bowl, which was steaming up into her face with a tantalizing scent. The sight was less so, being a thick brown something with bits of other things floating in it, but it was the first hot meal that she would have in quite a while. She gratefully began spooning it into her mouth, and when she realized how good it tasted, practically inhaling it. All of the stew was gone within a minute.

After that she realized that it had scalded her tongue, which was now numb and throbbing, but she didn't care. Her belly felt full and she was finally clean, and even though she'd been used to better in her younger years, she already felt like a queen.

Anna felt like taking a walk, even though it was late. Since she'd slept in the carriage she had a crick in her neck and her legs were still stiff. She got up and left out the front door, figuring the cook woman would take care of her bowl.

The night was crisp and cold. A thin white layer of snow covered the ground, but the sky was clear, a brilliant shade of royal blue. Anna shivered through her thin sleeves, and her feet hurt from the snow, but she walked on anyway. There was a thin forest across the road, and crop fields on the side of the inn. The road turned to the side of the forest and disappeared 100 meters up, and she could see very faintly the lights of the city down the other part of it.

Anna sighed, savoring the feeling of the cold air in her lungs. She was immensely grateful to the mysterious Erik for taking her in the way he was, and she was sure if he had any ill intentions they would have been executed by now. She wished she could do something in return for him, but she had nothing at all. She could only tell him her stories (something she quite liked to do), and perhaps work for him, as she said, cooking or cleaning, but she feared it would not be enough. What if he turned her out again? She wasn't sure she could bear living on the streets any more, not knowing when she would next have anything to eat, not knowing if some day an official would recognize her and arrest her.

Anna found herself plotting out what the poor man's story was. He was a nobleman's son, maybe. Betrothed early to a pretty young girl. She fancied the girl looked like her, except more beautiful. Anna would not kid herself- she knew she was plain looking, brown hair as straight as straw, a spattering of freckles. Her eyes she liked, as they were a brilliant green color, but her body was nothing special either. Monsieur Claudin's betrothed would be thin, with a little waist and delicate features.

But maybe because of his face she would not like him. She would rebel against her family for having her marry him and run away. Erik would try to follow her, thinking himself in love with her, but she would spit at his feet and tell him horrible things. She would maybe sail off to America, where they do not make you marry. She would find a new life there.

Monsieur Claudin would be miserable. His parents would think he frightened her away intentionally. Her parents would accuse him of making her leave. His family would turn him out- maybe that was why he was on the streets, so sad.

Mais non, Anna chided herself. What a silly story. He is older than marrying age. It would have happened too long ago for him to be on the streets still in nobleman's clothes.

She didn't know how much time had passed since she came out side, and she didn't even notice the cold anymore, but she feared she would get sick, so she scurried back inside. The warmer floorboards burned on her half-frozen feet, so she went immediately to her room and sat on her bed, feet under the covers. Rubbing her arms and legs for warmth, Anna wondered how Erik was doing, and whether he had eaten. She debated whether or not to go and check on him, half-fearing it would seem too forward of her. In the end she did get up.

The hallway was dark and empty, and she heard quietly the voices of the other people at the inn. She knocked warily once, twice on the door, then opened it, peeking inside. Monsieur Claudin's room was pitch black, not a single light on, and the curtains were drawn. She saw a dark shape move where his bed would be, and once her eyes adjusted, she made out vaguely the outline of his face.

"Go, girl," she heard him say. "Leave me alone."

"But Monsieur. You haven't even eaten yet. I could at least get for you-"

"No!"

Anna squinted, and she saw that his shoulders were shaking. "Monsieur," she began, "are you… crying?"

"No… I told you to leave!"

"But you are!" Anna was immediately by his bedside, surprised she had not tripped, and reaching out to touch his shoulder. He shrank away from her, and as he did, she saw his eyes glitter cat-like golden in the darkness. "Monsieur, what troubles you?" Her hand found his shoulder and rested lightly on it. He was trembling.

"N-nothing… Nothing…"

Anna frowned. "I beg your pardon, but obviously it's something, or you wouldn't be so upset." She paused. "Is it about your face? I had a brother who was disfigured by a fire. He killed himself, but it can't be so bad as he made it out to be…" Anna stopped talking, and mentally slapped herself. What am I doing?! she thought. I'm probably only making it worse!

Erik tilted his head up to look at the girl. Her expression was one of pity, concern, and annoyance. Anger flared up in his chest, and he jerked his shoulder away from her hand. "Save youruseless pity," he spat. "It has never done me good before."

"It's not that!" Anna protested, drawing her hand back. "It's just… I don't know. It's not pity. Empathy, maybe." She looked down at her hand in the darkness, and she wondered. His shoulder had felt cool, cold even. Had he been outside? "I want to know what's wrong."

"You're a liar," Erik said. "No one cares for the Phantom…" He reached up to touch his mask as though it were an alien presence on his face. "No one would listen…"

The Phantom? "I'm listening," Anna persisted. "I'll listen if you tell me. Trust me. Please."

Erik suddenly ripped the mask from his face, turning to her with a glare that, if looks could kill, Anna would already be a shriveled corpse. "Who could care for a face like this?!" he shouted, gesturing sharply to his deformity. "No one! Not even her!"

"It doesn't matter to me! My brother was as bad off and I still loved him. Your face doesn't matter!" Anna thought she was probably just enraging him. He would probably throw her out just for this. Her impudence stunned her, but she just kept on. "The outside doesn't count," she muttered, holding his gaze and conveying every bit of compassion she had in her with it. She reached out and touched his shoulder again. It still felt cold.

Erik stood up then, and Anna let her hand fall back to her side. He strode around the bed and over to the window, drawing back the curtains. He stood there silently for several minutes, which felt like quick seconds to Anna. She was entranced by the sight of him, his dark silhouette against the blue-white of the snow-kissed night landscape. She just stared at his back, until his voice started her out of her trance. "I told you to go, Mademoiselle Devereux." He sounded much calmer this time, though still upset.

Anna shook her head, although she knew he couldn't see. "Beg pardon Monsieur, but I'll get you to tell me what's wrong, eventually." She turned and left the room, shutting the door quietly behind her, and collapsed on her bed with a great sigh. What a difficult man, she thought. Oh, I hope he doesn't throw me out now…

She had already slept so much, but she found she was still tired when she lay down. The bed was so much more comfortable than the carriage seat, and after she pulled up the covers around her she could already feel herself drifting off to sleep. The image of his profile against the window was stuck in her mind long into the night, and his handsome masked face haunted her dreams.

"No one would listen…" Erik sang quietly to himself. No one heard, no one was awake to hear, but him. The darkness of his room, the curtain closed again, enveloped him completely, such as it had all his life. "No one but her heard as the outcast hears…"

The Phantom looked up, eyes flashing golden in the dark. His gaze swept the room, the bare wooden walls, the untouched wooden bowl of water, the board-and-nails desk in the corner. The spot on the floor where a short time ago, Anna Devereux stood.

"Shamed into solitude…" he continued. Images of people flashed through his mind. "Shunned by the multitude…" The people of the audience in Don Juan Triumphant, gazing wide-eyed up at him, a player on the stage, merely a person, not a monster. "I learned to listen… In my dark, my heart heard music…"

Erik looked at his hands. They were regular hands. Large, a little rough. A writer's callous on his right. Plain, human hands.

"I longed to teach the world… Rise up and reach the world," Erik sang, still quiet. His own voice sounded almost ugly in his ears. He was too used to it. It and it alone. "No one would listen; I alone could hear the music."

His first manager, eyes wide in horror, for the voice seemingly coming out of the walls. The horrid man that kept him in a cage, that stepped on his Persian monkey doll. He was only a boy, then…

"Then at last, a voice in the gloom seemed to cry 'I hear you'!" Christine, wide-eyed, sweet, innocent, so beautiful. "'I hear your fears, your torment and your tears!' She saw my loneliness, shared in my emptiness… No one would listen, no one but her…"

Anna Devereux. A pretty girl under the grime. Smiling. Lying to his face. He saw- he thought he saw- the disgust hidden beneath the surface...

"Heard as the outcast hears…"

Erik looked up again. He closed his eyes, felt the warm wetness of a tear burning a path straight down his normal cheek. Another one a troubled journey down his… mutation. Several more followed. He tilted his head up to face the ceiling, letting the tears flow.

"No one would listen… No one but her heard as the outcast hears…"

Author's Comments: Additional disclaimer here, No One Would Listen is all property of Andrew Lloyd Webber and those guys that worked with him.

Why does the Phantom just have to be so darn adorable?