Spoilers from episode 23 I think.

"Can we sit and talk for a little longer?"

Akko's voice sounded softer than Diana ever thought she'd hear from the usually bombastic girl awake. Diana would even argue it sounded softer than the time Akko was apologizing in her sleep.

The sound of Akko's voice, as well as the look on her face, told Diana this was something that could not be addressed another time.

"Of course Akko."

Before the two of them could move any further, a chill breeze sent shivers through both witches. Diana could also feel Akko's hand was cold, not at all like the usual warmth she associated with the girl's touch.

"It is a little cold outside right now. Would it be alright with you if we talked in my room?"

"Huh? But what about Hannah and Barbara?"

"They have recently taken a habit of sleeping over at Avery's room every other night. Tonight just happens to be such a night, so whatever we talk about would be kept in private."

"… Okay."

The two walked side by side in silence.

Diana spent most of that time wondering what Akko wanted to talk about and why it put her in such a somber mood. She hoped it was something she could help with, so Akko could feel better.

Akko spent the time… trying to figure out what exactly she wanted to say. She hadn't exactly meant to reach out and ask Diana to talk.

She wanted to, but she didn't really know what to do after asking. There were a bunch of thoughts and concerns running through her head, each one begging to be expressed.

There were a million things Akko wanted to say. She just wished she had thought about what she was going to say earlier.

"Please make yourself at home. I will go make us some tea." Diana said as she walked behind her bookshelf. Akko took a seat on the green couch in the middle of the room.

"Here take this. It is a little cold." Diana said, offering a blue blanket, before going back behind her bookshelf. Akko gratefully accepted it before wrapping herself in its warmth.

It smelled of that lavender scent Akko had begun to associate with the young heiress.

After a couple of minutes, Diana returned, two cups and a tea pot floating behind her. She took the single chair across Akko, before pouring some out some tea.

"Thanks Diana." Akko said before taking a sip. The tea's warmth flowed through her body, thankfully calming some of her nerves.

"You're welcome… So, what is it you wished to speak with me about."

"Haha, that's a complicated question…"

Akko had a lot of things she wanted to talk about. She just couldn't… decide where she wanted to start.

The words. The ideas. The feelings. They were all scattered and jumbled up in her head.

Desperate for anything, Akko blurted out the first thing that she could latch onto.

"So, about the obstacle run!" Akko winced as she spoke more forcefully than intended.

She inwardly sighed at herself. Of all the things she could have talked about, she picked out the one she cared the least about.

"H-how do you think it'll go?" She decided to roll with it.

Diana fought back a laugh at Akko's chosen topic. Not because she thought it was a silly thing to talk about, but because she knew the answer to the question was obvious. Plus, she could tell from the look that formed on the brunette's face the moment she asked the question that this wasn't what she intended to talk about in the first place.

"Akko, I know that you know that you will do wonderfully." Diana answered with a smile. "Now… what is it you really wished to speak to me about?"

Akko laughed. Guess Diana could see right through her.

"You caught me." Akko said raising both of her hands up. "Honestly, I'm not really sure what I wanted to talk to you about. There was so much I wanted to say, I really couldn't pick one. I kinda…" Akko slowly brought her hands down to her lap. "asked you to stay without really thinking. Sorry. I just know I didn't want tonight to end just yet."

Diana's eyes widened at Akko's admittance.

So she hadn't been the only one.

"Any particular reason why?" Diana asked, genuinely curious of Akko's answer. It might even shed some light on what's troubling the young witch.

"I…" Akko tried to think of a reasonable answer. Different feelings and emotions popped up in her head.

Fear.

Worry.

Longing.

Lots of things Akko wanted to express but was unsure of how.

Diana saw a cloud of hesitation in Akko's usually bright, clear eyes.

She looked down and saw Akko's hand clenched tightly.

She hated this. She hated seeing Akko, happy, bright, energetic Akko, feeling so hesitant. So unsure. So pained.

Diana wanted to do whatever she could to ease her pain. To help bring out the bright, bubbly energy this girl was known for, that she loved seeing.

Diana got up from her seat and grabbed her wand. She waved it, immediately closing the curtains on the windows and locking the door. She also made it so that any noise from inside this room could not be heard from the outside.

As soon as she was sure that everything was secure, that the two of them were truly alone and would remain alone, Diana took a seat.

This time next to Akko on the couch.

"Akko." Diana called out as she softly placed her hand on top of Akko's fist, rubbing little circles on it with her thumb in the hopes that it would soothe her friend. Diana was glad to feel Akko's fist relax the slightest bit beneath her touch.

When she saw Akko's eyes look up at her, Diana continued.

"A few days ago, you made me promise that I would never hide anything from you that bothered me. Do you remember that?"

"Yeah?"

"Well, I am asking that you do the same for me. At least for tonight."

"Diana…"

"It pains me to see you so worried Akko. I promise that whatever you say, I will not judge you for it. Nothing that is said in this room will ever leave this room. Okay?"

"… Alright Diana." Akko said, giving Diana the softest smile. "Thank you."

"So, please, feel free to say anything."

"You sure?"

"Of course."

"Even if it doesn't make sense?"

"That is fine too. If it is bothering you, I would much rather it be out in the open than left unsaid, eating away at you."

"Okay then." Akko took in a deep breath, to still her thoughts. Having Diana right next to her, so open and willing to listen, helped immensely. "I guess… I should just start by thanking you then. Not just for this" Akko said, referencing the current situation, "but for everything you've done."

"Akko, there is no need to thank me."

"Even if that were true, I'm still thanking you anyway. You didn't have to tutor me. To stick by me. Not many people here would have. I know most people here think I'm hopeless."

"Akko…"

"But you didn't." Akko gave her a bright smile. "You believed that I would be able to fly, spent so much time making sure that I'd be able to. Even when I doubted myself, you didn't."

"Akko, of course I knew you would be able to fly eventually."

"Really?"

"I will admit, I did question how long it would take. After all, most witches begin flying by instinct. But I never did doubt that you would eventually master flight."

"How did…?"

"Because you kept on trying, despite how hopeless it seemed. No matter what, you always earnestly poured your heart into your magic whenever you tried to fly."

"What does that mean?"

"Akko, may I tell you something I have come to understand about you and your magic?"

"Is it good?"

"As a whole… It is clumsy." The comment earned Diana a pout. "It is unrefined, inconsistent, and it is very clear you still have much more to learn."

"Diana.. that's a little mean." Akko whined. The comment caused Diana to smile.

"But."

"But?"

"Your magic, when it is completely in tune with your heart, is the most spectacular I have ever seen." Akko's eyes widened at Diana's words. "When you performed the spell to resurrect the Pappiliodya pupae I had mistaken for mere parasites. During the Samhain Festival, when you freed Vajarois from her grief. When we performed that show for Professor Ursula. Whenever you pour your emotions into your magic… "

Akko felt Diana's hand squeeze hers gently.

"…it always comes out as the strongest, most wonderful, magic I have ever experienced."

Akko found herself unable to look away, frozen in shock at what Diana had just said. Diana took that silence as her cue to continue.

"And whenever I say that there is no need to thank me for helping you, it is not that I think it is wrong of you to feel gratitude. The real reason is because, for as much as you feel gratitude, I feel thankful as well."

"Wait. Thankful? Did I do something?"

Diana closed her eyes, taking a deep breath.

"I… had always known that magic was something wonderful. It's something I felt strongly when I was a child. However, over time, while the knowledge of magic's wonders never faded, the strong feeling I had for it did, mainly due to the expectations placed upon me by both society and my status."

Akko's eyes softened as she turned her hand around, so that she could hold Diana's hand as well. So she could give reassuring and comforting squeezes.

"However, watching you. Watching how your eyes lit up when you saw something spectacular, watching how much fun you were having when you performed magic. Seeing how wondrous your magic could be… it reminded me a lot of when I was younger. It helped rekindle the feeling in my heart I had always thought I had lost. That I was afraid I had lost… You helped me feel magic's wonder again Akko."

Akko once again found herself speechless.

Diana smiled inwardly. She wondered if she should tell Akko that. Imagining the face the girl would make…

"I loved watching you, whether you were performing magic or experiencing someone else's. You always brought out a wonder in magic I had not felt in years. Not since the one time I visited your home country."

… made that decision far easier to make than she thought it would be.

"Wait. Diana? You visited Japan?"

"Yes I did."

"Why? Not that I think it's any of my business… just Japan's kind of far from here."

"That was all the more reason for me to go to Japan. You see, there was… a certain event I had always wanted to attend, but due to my circumstances, I had never been able to."

"Why not?"

"You see, even back then… the event was looked down upon among most witches. As a child I wanted nothing more than to see it with my own eyes, but the fear of everyone else's judgment stopped me. Because of this, my mom let me go to Japan, away from anyone who would so judge me for attending this event."

"Huh, what event could have been such a problem? If you wanted to see something, you should have just went! What kind of people would judge a kid for wanting to watch something?!" Akko said, angry at whatever figures were responsible for making Diana from a decade ago feel like she couldn't enjoy something.

Diana laughed.

"I figured you would think like that. After all, you possess a strength that I admire very much... although I used to find it irritating. Infuriating even."

"Wait, why?"

"Because it was something I did not… could not possess. Being able to proudly proclaim your dream, despite whatever others thought of you, is something I wish I could do. If I could, I might never have lost that feeling of wonder. Perhaps I would have never given up on truly, earnestly, chasing after my own childhood dream."

"Your childhood dream?"

"Yes. You see, it is related to why I was in Japan… and why I am attending Luna Nova at all."

"What… exactly do you mean?" Akko asked, confusion evident on her face.

"Like I said, I went to Japan to attend a certain event. In fact, I have this distinct suspicion you might have attended it as well."

"Wait." Something began to click in Akko's head.

"After all, the idea that you could have possibly missed one of her shows in Japan seems preposterous."

"No way." Akko looked completely shocked. Diana smiled softly, as she felt Akko's pulse begin to race in her hand.

"It was the thing that first truly sparked my own passion for magic."

"No way..." Akko's eyes widened.

"I went to Japan to attend a Shiny Chariot show, and grew so enamored by what I had seen that I truly wanted to be just like her. Just like you do now."

"No way!" Akko yelled in an ear piercing scream. "Oh my gosh, really Diana?! You like Shiny Chariot too?!"

Diana was truly grateful she had put up that privacy spell.

However, the look on the young witch's face, the brightness in her eyes, was truly worth the hearing loss she may experience from now on. Diana smiled as she saw Akko's excitement explode after finally getting to meet another Shiny Chariot fan.

"I must admit, it is a little embarrassing to say so after all of these years. But yes, I do."

"That's so… amazing. Oh my gosh Diana. I can't believe I have someone I can actually talk to about her now! Isn't she just the greatest?!" Akko said, a bright twinkle in her eye.

Diana was glad to see Akko back to her happy, excited self. Diana even found the girl's excitement contagious, her lips curling into a joyful smile.

"Her magic was truly spectacular."

"B-but wait. Why are you telling me this?" Akko said, mood quickly shifting when she remembered Diana's status as a Cavendish, as well as Chariot's reputation among traditional witches.

"Well, the first reason is that I trust you Akko, and I felt it was something I should tell you. The second reason, I suppose, is part of my way of expressing gratitude. I truly enjoyed the times I got to spend with you, and watching you and your magic reminded me of the wonder I felt from Shiny Chariot's magic all those years ago."

"D-Did you just compare me to Shiny Chariot?"

Diana found herself amused at Akko's sheer disbelief.

"Yes, I suppose I did."

The admission elicited another ear piercing screech from the brunette.

"That's like, the nicest thing I think anyone's ever told me." Akko said, hands unable to stop shaking. "And… I really enjoyed my time with you too, Diana." Akko readjusted her grip on Diana's hand, intertwining their fingers. "It's… kind of the reason why I asked to talk with you, now that I think about it."

"What do you mean Akko?"

"I didn't think I'd enjoy being tutored by you when we first started. But, the more time we spent together, the more I was having a lot of fun. A lot more than I ever thought I would. Recently though, I began to wonder… what happens when you don't have any more things to teach me?"

"Akko, what do you mean?"

"I'm just… I enjoy spending time with you so much! Sometimes I wish we could spend time outside of tutoring, or even outside school. Of course I still want to continue our tutoring. But, maybe I also just want to be able to hang out with you, maybe eat together. Walk around town. Heck! We can even talk about how amazing Shiny Chariot is! You know, stuff like that. I was worried you might not want to after you finished teaching me."

Diana found herself thinking about what Akko had just said.

Oddly enough, she had never considered what their relationship could be removed from school.

"… I do suppose being able to do those things sounds nice." Diana said, finding the idea of doing those things with Akko pleasant. "It does… sound like something I would enjoy."

The moment Akko heard Diana say that, she felt all of those weird emotions disappear.

Diana would enjoy being able to spend more time with her. Spending time outside of school and tutoring.

Akko's face instantly split into a wide grin.

Diana found herself returning the grin with a smile of her own.

"From the look on your face, I take it that was what was weighing on your mind? That I would not want to spend time with you when we are not tutoring?"

Akko nodded shyly.

"Silly girl. Why would you ever think that?" Diana teased.

Akko laughed nervously in response, not having a proper reason.

The two sat in calm, comforting silence for a moment. Just to relish in this moment.

Diana was the first to break the silence.

"Is there anything else on your mind Akko?"

Akko looked up at the ceiling as she thought of the question.

Talking about Shiny Chariot was out of the question, no matter how much she wanted to. It was already late, and Akko knew she wouldn't be able to stop talking about her idol for hours once she got started.

Was there anything else she wanted to talk about with her friend?

… Her… friend…

Akko turned her head towards Diana.

"Hey, Diana, do you…"

Do you ever think the word friend just isn't enough?

The moment Akko realized what she was about to say, she stopped herself. Her face flushed and heart skipped the moment she realized what that meant.

How did I not realize it earlier? Akko thought to herself.

"Do I…?" Diana questioned, her head turning in confusion.

Akko suddenly realized just how cute she found Diana's expressions truly were. How beautiful the girl was. How her blonde hair glowed in the moonlight peeking through the translucent curtains. How easy it was to get lost in her blue eyes.

Memories of the time the two spent in the last four weeks flooded her mind. All those moments that she looked at Diana, struck in wonder and awe. The way she'd find herself moving just slightly closer to the blonde during breaks. How every day had become one giant waiting session before finally getting to meet up with her tutor.

She was suddenly extremely conscious of their position at the moment. Seated next to each other on the couch.

Their hands were interlocked on her lap.

Every realization caused Akko's entire being to flare up, her pulse to skyrocket.

"Uh… Uhm… Just uhm, forget about it." After all, now really isn't the time for something like that. Not when she's so worried about making sure I'm okay. That wouldn't be fair for her.

It especially isn't the moment, since we have tomorrow's obstacle run to worry about.

"Akko, you promised not to hide anything, remember?" Diana scolded, obviously aware of Akko's heart rate spiking.

"D-don't worry about it! It's nothing bad, honest. I'll… We're still meeting tomorrow night at the field right?"

"I believe we are, yes."

Akko took a deep breath. "I'll tell you what I was going to say tomorrow night okay? After the run."

"If you say so."

"Good." Akko said, in an attempt to calm herself. "Now… I have a less serious question to ask."

"Yes?"

"Tomorrow. How fast do you think I'll finish?"

Diana took a moment to think. At present, the fastest Akko had run was 8.5 minutes…

"I would guess about eight minutes."

"Really? Then I guess I'll just have to surprise you tomorrow."Akko said, a smile on her face. "After all, as your rival, I need to keep you on your toes." Akko squeezed Diana's hand to get her attention. "Just watch me."

Diana looked at the girl next to her. She looked right into Akko's bright red eyes. She saw the same eyes she saw right before Akko had astonished her during the Samhain festival.

"Of course." Diana answered, meeting Akko's eyes with her own.

"Hey Diana."

"Yes Akko?"

"I… uhm, I think I should go now. It's getting late." And I'm not sure I'd be able to calm down enough to sleep if I stayed here.

"Oh, of course. I apologize for keeping you here."

"It's not your fault. I'm the one who asked you to talk for the night. I really enjoyed it by the way." Akko said, smiling reassuringly at the blonde.

At her… something. Akko really wasn't sure anymore.

"I enjoyed it as well."

Before Akko could stand up, Diana called Akko's attention one more time.

"Yeah Diana?"

"Now that I think about it… curfew passed a while ago."

"Y-you're not gonna ask me to stay the night are you?" Akko blushed profusely as she asked.

"W-What? No. No I was not." Diana nervously responded, her face reddening as well. "I was just going to ask if you… wanted me to walk you back to your room? …After all, if a professor catches you, you would be less likely to get in trouble if I were with you."

"That's true…"

"So… would you want me to?"

"Alright!" Though her blush never faded, Akko smiled brightly at the offer.

After all, neither girl wanted this night to end just yet.

Given the approval, Diana began to slowly walk Akko to her room, fingers still intertwined with each others.

A/N: So I knew I wanted to write something like this chapter after watching episode 23, fairly inspired from it (pretty sure I took some cues from it actually). That being said, I am definitely a little worried it dips into ooc, was kinda hard for me to write just them talking about something semi serious, so I hope it turned out well enough.

Next chapter is where I put in the payoff. Hopefully it's worth it lol.

On that note, I love the idea of these two not realizing their feelings for each other, then turning into a stuttering mess the moment they do realize it.