Disclaimer: The concepts and characters from the Night at the Museum that are used in this fanfiction do not belong to me and remain the respective properties of the original films' production company. I am making no profit from this piece of work.

2014 update: After an extended hiatus for personal reasons I have come back to this fic but my writing style has changed for various reasons and as such I've gone back and altered my wording (and a few plot points in the later chapters) in all chapters to date. After asking for advice I have made the decision to delete the previous chapters and replace the first one so that those on alert will still get the information about it. Some things have changed for characterisation sake and also to better suit my current writing style. If you are coming to this, I recommend you re-read the first two chapters as I'm not sure if I made any drastic alterations to them or not.

Author's notes: The focus of this chapter was inspired by a review I had the first time I was writing this story and I loved it so much but some of the characterisation was bugging me when I re-read it so I've altered a few things. Hope that you like it.

Chapter Three: Fear

From his position on the seat in the middle of the room, the Roman general could see the Old West display clearly. It was deserted; all the inhabitants had moved to one or other of the various displays, none of them able to handle seeing Jedediah as he was. Octavius didn't want to see it either but knew that unless he saw it for himself he would never believe it.

He'd been sat on top of the bench, his legs dangling over the edge, for about three hours now. He wished he had the guts to get closer but it was difficult enough seeing his friend from this distance. It was just unnatural seeing him so still, even without being to see the gleam of plastic where he was.

Earlier, Octavius had asked Larry if this was what everyone in the hall of miniatures looked like when they weren't moving during the day. The night-guard had avoided answering, taking it upon himself to try to disperse the crowd beginning to gather at the edges of the room beyond where he'd set up barriers; which he of course tp mean yes.

Frantic whispers had spread through all the dioramas. Rumours were running rampant, each more ridiculous than the one before, only getting wilder and wilder the long Jedediah remained in place. Octavius knew that if it was someone other than Jedediah things wouldn't be so bad, the cowboy doing everything in his power to inspire and reassure others and leading them towards a solution. As it was, the absence of his rowdy yelling and reckless adventure hunting was all too obvious.

Everyone was asking the same question; why hadn't Jed said anything?

Thinking on it, Octavius' mind flashed to a night a couple of weeks ago.

The two of them were in Jed's display, as they often were, and the museum had closed for the night, leaving enough hours before dawn for all the exhibits to do their own thing.

"You're such a girl sometimes." Jed joked at the Roman general's suggestion of taking it easy for one night, making sure that he emphasized that such a suggestion meant no vehicular involvement whatsoever. Surprisingly though, the cowboy conceded and the two of them were simply hanging out towards the back of the display.

Most of the other miniatures were out exploring the museum. One of the advantages of being small was that there were still parts of the huge building that most of them hadn't seen yet. Some were still around, but they mostly stuck to the front of their display meaning that the two of them were more or less alone. This was the spot Jedediah had chosen after constantly looking over his shoulder, making sure that no one was near them.

Octavius winning the discussion was unusual. Jedediah had been stubborn; it was how all their fights had started before they put aside their differences and became best friends; neither of them could give in to the other.

Since they'd become friends though Jed had always got his way. It was his confidence more than anything else. When the cowboy was sure of something, as he often was, it was almost impossible to convince him otherwise. When someone could be as sure of something as that, it was catching.

But this man stood in front of Octavius, while the Roman was sat on one of the rocks scattered around the display, could not have been more different. It wasn't anything obvious, there was just something about the way Jedediah was holding himself, the near imperceptible way his shoulders sagged slightly, the subtle over-shifting of his feet.

Jed was smiling though, his usual broad grin that told the world that he was ready for anything, so Octavius had just shrugged off his suspicions. Stupidly.

"That sure was a busy night." Jed said, his voice filled with its usual bravado. "Heard you had a bit of a ruckus over in Rome."

"Yes." Octavius replied with a grimace. "A child tried to take part of one of the buildings. But then he dropped it in the crowded square."

"Someone needs to teach those sprogs to keep their frisky fingers to themselves." Jed shook his fist a little dramatically. It was well-known how much Jedediah hated some of the younger visitors messing with the displays. The cowboy reached down and picked up a pebble before turning it over in his hands. "Y'know, I was thinking' of askin' Gigantor if we might get a lake or somethin'."

"Really?"

"Yeah." Jed threw a glance across at the general. "Thought it might be fun. Could do some skimmin'." He mimicked skimming with the pebble, before letting it tumble out of his hands and clatter to the ground. "Probably have it over there." He half-heartedly gestured somewhere over Octavius' shoulder.

Octavius could tell something was bothering the cowboy and sighed as he figured it was about the lack of death-defiance. "If you want, we could go for a drive in the car." Not the plane though because Jed had a habit of doing multiple unnecessary barrel-rolls. Jed paused.

"What happened to takin' it easy?"

"Well, yeah…" Octavius had to admit it was kind of boring just sitting there. Neither of them had much to say to each other; they were there during most of what was going on in each other's life. They were best friends after all.

"Nah." Jed shook his head as he sat down on a rock nearby, his confidence just seeming to tumble from his shoulders as he settled. "Not up for an adventure t'night."

"Jed?"

"What d'you think y'need to be…" Jed stumbled over it, his voice unnaturally quiet for him, "…to be a good leader, Octavius?"

"Well, I suppose," he'd thrown a worried sideways glance at his friend as he considered it. "A leader needs to be strong. And fearless. With the needs of their people being most important."

There was a moment where Octavius watched the cowboy closely trying to figure out where this had come from. Eventually Jedediah said. "Am I a good leader?"

"Of course." The Roman's brow furrowed as he answered without even having to think. "You're the strongest, bravest person I know."

"I wish I could believe that." Jedediah looked up at him and Octavius shifted uncomfortably. The cowboy's eyes were distant and there was something in them he'd never seen there before; fear. "I really do."

"Jed?" he reached out a hand to try to comfort his friend but Jed jerked his arm away and stood up quickly, turning his back to Octavius. "Jed, what's wrong?"

There was a long silence, filled only with what Octavius thought might sound like a sniff from Jed's direction. Minutes passed before the cowboy spoke again.

"I don' know." His voice was shaking which only added to Octavius' worry. The Roman stood up and cautiously tried reaching out, afraid of startling the his friend.

Jed turned when he felt the hand on his shoulder and as he met Octavius's eyes there was a steely reserve on his attempt at an expressionless face. "Jedediah." he said firmly. Octavius was beginning to get angry. Why wouldn't Jed just come out and say what was troubling him? "If there is something wrong..."

The cowboy harshly tore his arm from the grip and raised his hands to adjust his hat, hoping to draw attention away from the obvious awkwardness and secrets hanging in the air between them

"Ain't nothin' wrong!" he barked. "Can't a man just have a few doubts sometimes?"

The two of them stared defiantly at each other for several minutes before Jed let out a frustrated sigh. "Oct, we tried staring each out before. We're both plastic. Neither of us is goin' win."

There was a few moments before Octavius relaxed his stance as well. "You're right."

"I mean we lost a week on that last time."

"I think you might be exaggerating."

Ever since then Jed had continued to seem as though he was hiding something, but on the surface he was still normal. Acting as though their conversation had never even happened. Of course, Octavius had still worried over it but he'd hoped, perhaps foolishly that it wasn't anything major.

Why hadn't Jedediah told anyone - Jedediah was a miniature cowboy, instilled with that frontier stubbornness and refusing to admit to his limitations, like the fact that his guns didn't work or that he wasn't safe behind the wheel of most remote control vehicles. He was afraid; whether for his own life or for his people, it was anyone's guess but showing fear was just not something that Jedediah was capable of.

Besides it was how he dealt with his problems Rather than admit he had them he would deny their existence in the vain hope that they'd go away.

Larry passed behind Octavius for about the thirtieth time. Hopefully, Jed would wake up soon. Even if that wasn't the case, Octavius had no plans on moving from his spot, perched on the edge of the seat.