Waylon Smithers followed Burns lead, offering his arm to help support the older man. He wasn't sure Burns actually needed his aid, but there was a level of familiarity in the act that Smithers didn't feel like resisting.

Burns lead him down to the Plaza, past the reflecting pools, to the marble steps of the museum. The stairway was wide, going up to the promenade he'd stood on early in the day as the chopper landed.

The stairs were uniquely designed. They also functioned as stadium style seating. From there, one could sit and look out over the Plaza to the capitol building at the far end. Burns led Smithers up to the top row of seats, several stories above the street level, and sat down. He motioned Smithers to do likewise.

Sighing heavily, Smithers sat, and folded his hands between his knees.

"So, now that you've got me alone, what do you have to say?" Smithers glanced at his watch. "I don't mean to be impatient, but I can't be gone too long."

Burns shook his head. "It won't take a long time to say." He looked up into Smithers' face. "Do you know why I sent you away?"

Smithers shrugged. "You said I was nothing to you."

Burns held up a hand. "No, Waylon. I never said that. You said that."

"Fine," Smithers shifted his hands to the marble bench, and rocked back and forth.

"No, it's clearly not 'fine' Smithers." Burns sighed and looked up at the lurid sky. "Do you know what I saw tonight?"

"A disobedient employee making a fool out of himself?"

Burns made a face. "I wasn't talking about Preston. I was talking about you!"

Smithers leaned forward, then back. "I know. So was I."

"You see," Burns held up his hands. "There you go again! Always with the self-defeating attitude! You tell me I belittle you, and yes, I'll admit, I have. But you do it to yourself as well." Burns jabbed a bony finger against Smithers' head. "You're the one who lets anything negative that I've ever said live, rent-free, up in there." He tapped Smithers' head again. "I understand it, yes, I've not always been kind to you, nor appreciated everything that you do for me, but it's not that I don't notice."

Smithers said nothing, merely hung his head and regarded Burns from the corner of his eyes.

"I loved you," Smithers whispered softly.

Burns lowered his gaze and stared at his feet. "I know."

Smithers looked away. "You knew… and you still treated me like that?"

Burns threw out his arms. "What would you have me do, Waylon? You're so focused on me all the damn time! You'd lose track of your own life trying to live in mine! It's flattering, sure, but there's more to love than just obsession!" Burns put his hands on his knees and leaned forward, face-to-face with Smithers. "Do you even know why you love me?" he demanded. "What have I ever done to you to make myself worthy in your eyes?"

Smithers could barely meet Burns' gaze.

"I just… I don't know. The way you smile, the way you make me feel safe when I'm with you."

"Safe. Safe? I've set the hounds on you at least a dozen times!"

Smithers nodded. "Yes… but when everyone else was mocking me for being, you know, who I am, you never questioned it. You just let me be... me."

Burns nodded silently, listening.

"When I wanted to do that musical, about Malibu Stacey, you didn't tell me I couldn't. You never said I was too stupid to write, or act. I mean, you made fun of the fact that I was writing about a doll… then you gave me time off to do it."

"Of course I would," Burns replied. "Why wouldn't I? It was important to you."

Smithers pushed himself back. "And see, that's just it, Monty! When it's something truly important to me, you support it! Most people never get that. That's why I love you! Because when the chips are down, and it's a matter of life or death, I know in the end you'll be there for me!" Smithers paused, watching the city lights reflecting in the pools. "… And I wanted to be there for you," he added softly.

Burns drummed his fingers against his lips, thinking.

"That's true, Smithers," he said at long last. "I've never wanted anything but the best for you." He paused, then stood up and began pacing. "And yet I've already failed you in ways I'll never be able to make up for."

Smithers turned to watch Burns. "In what ways?"

Burns pivoted on his heel and walked towards the edge of the seats. "You know your father died," Burns began softly.

Smithers rose and followed him.

"I know."

"He died a hero's death."

"You never told me that."

"It's a story I don't like remembering." Burns walked along one of the benches. Smithers followed on the bench just below. "Do you know the last thing he said to me, before he gave the ultimate sacrifice?"

Smithers shook his head.

"He said 'if this reactor blows, the whole town is doomed… including my son.'" Burns paused. "His last thoughts were about you!" Burns knotted his hands behind his back, and turned back the other way.

Smithers matched pace.

"There's hardly a day that goes by I don't think about that. Every damned day, it seems. Every time I look at you. It should've been me!" He stopped and faced Smithers. "Your father had a wife, a child… he had a family! What did I have? Nothing, except him. I should've stopped him. I tried, but I didn't try hard enough. I let him die, I destroyed your family, and for what?" He pounded his fist into his hand. "My stupid, worthless life."

Burns sat down heavily.

Smithers sat next to him.

"Deep down, I was afraid to die. In my fear, I hesitated. And in that moment of hesitation, a brave man gave his life. The world's been darker ever since."

Smithers reached out hand, and put it on Burns' shoulder. The older man didn't pull away. "You've been carrying that ghost with you all these years," Smithers said softly, wonderingly. "It must've been such a weight on your heart."

Burns nodded.

Smithers could see the traces of tears down the older man's face. He reached into his pocket, pulled out his handkerchief, and dabbed Burns' eyes.

Burns gently pushed Smithers' hand away. "No," he whispered, "I don't deserve your kindness." He wiped his eyes with his hand. "I killed your father. I killed the man I loved. Then I watch you grow up and see you start to love me? All the while I know I'm no better than a murderer." Burns shook his head. "How could I not resent your affections? Superficially flattering, yes; but deep down I knew… know… I'll never be worthy of you."

Smithers took a deep breath, and moved his hand to Burns' knee. "Monty, that's not your decision to make."

"It is when I want you to be more like your father, and less like me."

Smithers shrugged. "I'm not my father. And I'm not you either." He patted his chest. "I'm me, right here, right now. Waylon Joseph Smithers, Junior! I can make my own choices, Monty." Smithers regarded Burns carefully. "I get where you're coming from, that you want me to be a leader, but haven't I already shown that?" He paused. "Not everyone wants to be the head honcho. You can't make me what I'm not. No matter what you might want."

They looked across the Plaza to Corning Tower.

"I'm me… and I, for better or worse, fell in love with you. It's that simple. It might not make any sense, but it's the truth."

Burns put his hand over Smithers'. "It's a stupid, senseless world."

"You'd know that better than me. You've lived far longer."

"I don't want to die."

"No one ever does." He gave Burns' hand a squeeze.

Burns squeezed back, then reached into his pocket. "I have something I've wanted to give to you for a long time, but I wasn't sure how. Two 'somethings,' actually." He drew out the heavy box. "This was your father's. I had it made specially for him. Go ahead," he offered the box to Smithers. "Open it."

Gently, Smithers lifted the lid off, and removed several cotton pads, revealing the lion's face on the pocket watch cover.

"He wanted you to have that someday," Burns explained. "Your father was the master of his domain. I never wanted him to forget that; or how I felt about him."

Smithers examined the watch carefully, then flipped the cover open revealing the inscription. To Waylon Joseph Smithers; For not every man's heart beat is that of the Lion. Forever as Yours; CMB. There was a date at the end

"That date, that's when your father started working for me." Burns wrung his fingers together. "It was the closest thing to an anniversary we ever had."

Smithers held the watch, hoisted it a few times to get a sense of the weight, then carefully tucked it back in the box and slid the box into his pocket. "You really loved my father, didn't you." It wasn't a question.

Burns nodded. Another tear rolled down his cheek. He didn't wipe it away.

Smithers pursed his lips.

Burns reached out and put and arm around Smithers' shoulder.

Smithers didn't resist; and Burns drew him closer.

"I loved him in all the ways that one person could ever love another," he confessed. "And that's what tears me apart with you."

Smithers put his head on Burns' shoulder. "Because you don't love me."

Burns shook his head. "No… because I'm afraid I just might."

Burns straightened up, and reached into his pocket; pulling out the second box. "This is something else I want you to have. You don't have to wear it or anything, but maybe someday, when you feel ready…" He handed the little box over to Smithers.

Smithers opened it slowly.

An elegantly simple white-gold band, thick and recently polished, sat nestled on a pillow.

Smithers clutched a hand over his mouth.

"Is that… is that what I think it is?"

"Yes and no," Burns replied, voice barely above a whisper. "It's whatever you want it to be. But I wouldn't give it to you if I weren't willing to accept all the possible consequences of this act." Burns reached under his collar and pulled out the fine silver chain.

Smithers' eyes widened.

"The match to the set," Burns muttered, holding it up so Smithers could see. "It goes on the right hand… or the left… or a chain around your neck. But please," he wrapped his hands over Smithers' and folded fingers around the ring, "keep it, and remember me. Whatever happens from here, I just want you to know how much you mean to me."

The tears were leaking from Smithers' eyes as well, despite all his efforts to keep himself detached. He relented, and buried his face against Burns' shoulder; and Burns, without hesitation, wrapped his arms around the younger man. You've done all you can, he thought to himself. Wherever things go from here, Monty, you've said what you came here to say.

Burns pushed Smithers back, holding Smithers by the shoulder and staring into his eyes.

"I know you can't come back to Springfield tonight. And I'd promised to get you back before the night's end, just… think about what I said." He drew Smithers close in another embrace. "Don't ever doubt, for one second that I loved you, still love you, will always love you. Please don't judge my heart on my ability to express it. Such things… they don't come easy to me."

Smithers threw his arms around Burns, pulling him tightly. It was almost hard for Burns to breath, but he didn't mind. He reached up, and kissed Smithers lightly on the forehead.

"We have to get you back to Dimas and company," he said, slowly standing up. "I'll walk you to the tower, but then we'll part ways."

Smithers stood, holding Burns' hands.

He paused, and slipped the white gold band over the ring finger on his right hand. "It fits… perfectly," he murmured.

Burns nodded. "As it should. I'm glad, my dear friend. So glad."

He offered his arm to Smithers, and they walked, slowly back, to the foot of Corning Tower. There, Burns paused, and took Smithers' face in his hands. He wanted to kiss Smithers, wanted to taste those soft lips, breath in Smithers' scent. Instead, he pulled Smithers close and kissed him again on the forehead.

"My sweet, sweet Waylon," he purred, "I'll never stop loving you." He let his hands linger on Smithers' shoulders. "I'll see you back in Springfield, whenever you decide to come home." Burns gave a slight bow. "Goodnight, Smithers." He turned on his heel, cane tapping on the marble tile, and strode off, not looking back.

Smithers wiped his mouth with the back of his hand. "Goodnight, Monty," he whispered into the gentle wind.