May woke up and yawned, staring at the chandelier above her head. She could barely make out those three little letters in the dust, untouched by time, as the Ever After didn't like change. She traced them with her ghostly fingers. She traced them in her mind.

P.O.D.

Pit Of Despair, the old amusement park. May smiled at the thought. She stroked somber kitty absentmindedly, thinking of him. She headed into the kitchen, where Arista and Beatrice were making breakfast. Not that ghosts needed to eat, she thought. Fabbio sat at the table, petting one of somber kitty and legume's kittens. He smiled at her through his mustache. A comical sight.

"where's lucius?" may asked, noticing he was missing.

"he's zz outside z why don't you talk him into coming in my dear? Zzzz" Arista suggested his antennae twitched knowing lucius thoughts were on her.

"hey." She smiled floating down beside him on the steps outback. He nodded in response.

"sooo… what are you doing out here, all by yourself?" he looked up at her, blonde hair swaying in the undead breeze, and shrugged. "I dunno, just wanted t be by myself I guess, might as well get used to it." He sighed. May's brow furrowed in confusion.

"why? You're not alone all the time. You've got Beatrice and fabbio, and Arista, and kitty…" she went on down the list. He sighed.

"it's still not the same as having you." May only stared open mouthed at him blushing slightly, as she knew what he meant. They sat in an awkward silence for a while before may could think of something to say.

"lucius, you know we'll always be friends. No matter how old I am." He looked at her in grief.

"I want more than that." He almost whispered. "don't you remember how it used to be?" he asked "back when you were thirteen, and everything felt …right." He sighed. "even before that, when we first met, and you were ten, I liked you, may. I almost thought that..." he looked at her, and may thought he was going to start crying. "I thought you liked me back."

May was speechless. How could she explain? "I did!" she almost shouted. "I did I really did. But," she looked up at the zipping stars. "but people grow up, and move on. And so did I." she smiled at him trying to let him down gently.

"and you should too." He looked at the ground. "besides, I think you and Beatrice would be awfully adorable." He looked up at her, a bit surprised.

"you do?"

"cross my heart and hope to die." He grimaced at the lame attempt of a joke.

"maybe I'll ask her out." He said almost to himself. Then he peeked at her out of the corner of his eye "if that's ok with you."

"go for it."

And the two floated back inside, to enjoy breakfast with the others. (she noticed later on lucius seemed to be chatting it up with the book smart babe)

Later that night, may lie awake, staring at the chandelier, with kitty curled in the blankets around them.

P.O.D. she thought before falling asleep.

~ dream sequence~

May looked around her, she was shrouded in darkness, nothing was visible in the black cloud of night darkness gave way to. "hello?" she called but only her echo responded.

"helloo—oo!" she called again. Then she saw something. A bright, hot ball of piercing white light. She squeezed her eyes shut for a few minutes before peeking. May gasped at the figure before her. the lopsided head, the sunken black eyes, the tuft oh hair that waved at her forlornly in the non-existent wind. Tears pricked at her eyes as she managed to find her voice.

"pumpkin?"