A/N: Hey y'all! Apologies for the delay on this thing! Inspiration just wasn't flowing for me, but after going through some of my old snippets I had stored, I came across some odd bits and pieces that fit quite nicely for this particular chapter. So! Without further adieu, I'll leave you to enjoy the new chappie :)

As always, if you have an idea in mind, please feel free to shoot me a PM or write a review and I'll see what I can cook up! Thx!

Prompt: When past memories drown a young inexperienced mind, it leaves little else to do other than go to a known source of comfort.

Chapter 3:
Of Nightmares & Best Friends

Michael tossed and turned for what felt like hours. His mind being drug down a road he'd much rather forget forever...

/ * /

Michael recognized the scenery in stunned clarity. The barrels were all there. Same color. Same shape. Same placement around the junkyard, as well as the equipment. He also realized at what point this horrid nightmare was deciding to take place at. It caused his heart to stutter like a dying engine.

The acid, hungrily eating away at any exposed part of Kitt's chassis. Terrible popping and sizzling sounds filled his ears as the once beautiful Trans Am slipped lower and lower into the pit's murky depths.

A scream tore through the air; the kind to raise the hair on your arms and freeze your blood in your veins the same instant. The sound was so terrified and pained... it came out animalistic. Nothing should've been able to create such a panic-inducing sound as that.

And yet... Michael knew. He knew who exactly produced the agonized cry for help.

He started running. Sweat beading on his brow. Pulse pounding in time to his foot falls. Palms clammy. Hands shaking like a leaf in the breeze.

Michael felt his heart stop. Submerged was his beloved partner once more. The doors were almost completely under. Just like last time, Michael reached out desperately in a futile attempt to rescue Kitt. He was so close.

"KITT! KITT! Please! You have to hang on!" Michael sobbed, feeling swamped with an overwhelming sense of helplessness.

And just like last time, Kitt's body officially went under with a final choked warble of his partner's name.

"NO! NO! KITT!" He screamed, fists pounding the soft dirt beneath his hands.

Nothing more than a faint sizzle of the acid answered Michael's heart wrenching sobs...

The six year old sprang up with a gasp. Sweat made his clothes stick to him. His face was wet from crying in his sleep. Michael was sure someone would've been able to see his heart pounding through his chest. Deep breathes did little to help calm his shot nerves. It didn't help either that a nasty thunderstorm was in full swing outside either.

Knowing sleep would evade him for now, the toddler sat up and jumped off the bed; all the while feeling a pool of frustration begin to build. Curse his stupid childish mind! He hadn't had a nightmare about that for months. His sudden body change could be the only culprit.

BOOM!

A huge clap of thunder shook the very mansion to it's core, knocking out the power with it. Michael yelped and froze in place; half way between this bed and the door. The toddler tried frantically to strain his eyes enough to see. Thankfully, Michael knew his room like the back of his hand. Using the wall as a guide, he was able to make his way out to the hall. The flashes of lightening were a bit disorienting, but it was the only light source Michael had at the moment. Wincing against the growing headache, he carefully went down the stairs while clinging tightly to the railing. Once he was down, Michael picked up a slow jog going down the wide hall way. He reached the main foyer and wasted no time in nabbing a flashlight off the table. Checking to verify it worked, Michael snuck out the door and steeled himself for the journey to the garage... in the middle of the raging storm.

Being outside allowed the toddler with a better view of his surroundings... but also soaked him in seconds. His arm proved to be a futile shield against the harsh driving rain. He squinted through the sheets of water, barely able to spot the garage. A strong gust of wind pelted him with more rain, temporarily blinding him from all the damn water in his eyes. Maybe this wasn't such a good idea after all...

Suddenly, a low whine reached his ears through the cacophony of sound. Michael turned and was greeted with the sight of a familiar oscillating scanner piercing the dark night. It was like staring at a living shadow. Even though Kitt gave off the impression of a very unimpressed parent, the sight of him only made Michael want to cry tears of relief.

"Michael Arthur Knight!" His partner ranted in that oh so familiar patronizing tone of his. Michael vowed to never complain of it again. "What in the world are you doing out here in this weather?"

"... Looking for you?" Michael answered meekly, feeling his eyes heat up despite the chilly gusts.

Kitt's tone softened some. "Well, get in already! I just about blew an Alpha Circuit after detecting you out here alone."

Michael quickly jumped inside the warm cabin. The door closed snugly behind him, sealing him in from the wild storm outside. Without warning the toddler reached forward and wrapped his little arms around the steering yoke, fighting back yet again more stupid tears.

Kitt stilled at the random gesture. What in the world brought this on?

"... Michael?" The AI prodded gently.

"'Sorry." Michael sniffled pathetically. His voice totally wasn't clogged with emotion either. The sad sight caused something to melt in Kitt's circuits.

"No, no. Don't be. What's wrong?" Kitt pulled away from the driveway and began his trip back to the nice warm garage. He had zero intentions of sending Michael back inside.

His partner sniffled again and wiped at a stubborn tear that was about to fall. "I-... I had a bad dream. About the... the acid pit." Michael's voice finally broke. Misty eyes earnestly staring at his voice box, silently begging Kitt to forgive what he had absolutely no control over at the time. "I couldn't s-save you."

The super car made it to the garage in the same instant the toddler dissolved into quiet sobs. Kitt promptly closed the door, hoping the now duller sound of the raging storm outside would have some sort of calming affect on his partner.

"Oh, Michael." Kitt's voice was a hushed purr, wishing he could offer his partner the comfort he so obviously needed. It wasn't difficult to feel Michael's pain then. "I'm sorry you had to go through that."

The toddler managed a wobbly smirk at that. "I wasn't the one who had to experience it. That was all you."

"That may be true." The super car allowed, partly warmed by the selfless response. "However, I wasn't the one on the outside watching my best friend be put back together piece by piece. All the while wondering if I'd ever be the same Kitt you knew from before." It didn't escape the AI's noticed of how Michael winced at the kindly spoken words. Kitt could empathize. The painful memory was forever lodged in his memory banks, even though he'd much rather forget it.

"It was traumatic, Michael." He continued calmly. "For me, for us. For the whole team, honestly. What happened that day will never be forgotten, but I feel it also allowed us all to grow closer as a team; as partners. It was a learning experience that I am... strangely grateful for."

That gave Michael pause. He shot the voice box an incredulous look as fresh tears welled in his eyes. "How could that be? You... you basically died, Kitt. We were barely able to bring you back."

Kitt was quiet for a minute, letting the muffled sounds of the storm fill the silence. He hadn't shared this with anyone; wasn't planning on it either. It was... too sensitive to think about. Let alone put into words.

Doubt began to trickle in.

Oh goodness. How was he supposed to speak about this?

... Was he even ready to do this?

But then, like a gentle tidal wave, Kitt was reminded of all the times when Michael always lent a word of advice... or simply an ear to listen when something he couldn't wrap his processor around came up. The man never failed to hold his hand when the AI faced something he wasn't sure about. An undying trust born of fire capable of always carrying him through the tough times. Michael never failed to make it well known he had Kitt's back come hell or high water.

Was he ready to do this?

Yes. He was. Because there's nothing on this green earth that could ever come close to paying the debt he owes to the very man sitting in his driver's seat.

"Michael... I always trusted you." Steeling himself, Kitt dug deep and finally put his profoundly hidden feelings into words. "It was hard earned, yes. But it was there. In the very beginning, it was only mere programming telling me how to handle such a delicate feeling. Through time and hardship, it became more than that. I saw for myself who you were as an individual. You were strong, independent. You were loyal to a fault and those you called friend could always count on having you in their corner. You made it clear you were worthy of my trust... and I gave it to you entirely."

Michael gave a small smile, curled up snuggly in the warm leather seat.

"Fast forward to what happened at the junkyard..." Kitt paused minutely, wincing against the barrage of nightmarish memories. "I knew you would get me back. That was the last thing I heard you say, after all. Your words were all I had to cling to in my final moments of panic. That experience brought out something in me I didn't know I had. I knew without saying you would fight to bring me back. So I did the only thing at my disposal and clung on for as long as I could."

Michael's small hands gently touched the dash near his voice box as Kitt's shaking voice finally faded away. Michael felt his heart squeeze as a lone tear trailed down his cheek. The operative had no clue Kitt felt this way. He felt so guilty right then; like he should've fought harder to get Kitt out of there, save him from the terror he was forced to helplessly endure. As if reading his mind, Kitt's voice came alive again, sounding firm with purpose.

"Do not blame yourself, Michael." The AI's tone was made of steel, though forged in compassion. "There was nothing you could have done for me, not without hurting yourself in the process. I can be rebuilt. But you," his partner's voice became a trembling whisper. "You cannot afford such a luxury. I couldn't bare the thought of something happening to you in the process of saving me."

"But what else am I supposed to do?" Michael choked. There was no way he could ever stand by and watch something like that happen again. It would break him.

Kitt was silent for a moment. "I can't answer that, Michael. Not in a sense that you would approve of."

The toddler released a pent up breath he had no idea he'd been holding as he collapsed back against the seat. They both sat in silence, listening to the storm continuing to rage outside the reinforced walls of the garage. Michael's eyes eventually came to rest on the illuminated part of the wall where Kitt's scanner patiently bounced to and fro. He could tell by it's tempo that Kitt was just as unsettled as he.

"I'm sorry if what I said upset you, Michael." The super car finally broke the silence. Michael's eyes glanced to the darkened voice box before going back to watching the enticing ruby red light. Kitt's scanner gave him something to focus on other than the awful memories trying to trickle into his mind.

"Don't be." He dismissed the apology with a half-hearted flick of his wrist, shoving down his own troubles for now. "You and I know full well how troubling this particular topic is. Nothing will ever be pleasant about it." Composing himself further, the toddler curled back up, giving his attention to what he always viewed as Kitt's 'face.' "You can continue now."

The Trans Am seemed to startle. "Are you sure?"

"Yeah," he gave a nod. "You've obviously been holding on to this for a long time. I wanna help you carry that burden."

The words, so simple and easy to speak off the tongue, quickly rendered the super car speechless. Because this wasn't some empty promise spoken in retrospect. This was from the very man - sorry, toddler - that Kitt's very diodes were designed for, felt responsible and protective and cared so deeply for. If there were ever any doubt to the truthfulness in Michael's words, all accusations would be shattered upon the open earnesty and tenderness shining brightly in his baby blue eyes, in the way the tiniest of grins crawled across his face glowing with overwhelming warmth.

Heavens, what ever did I do to deserve a partner like you?

"Thank you, Michael." And he meant it with every fiber of his being.

The toddler bid him a polite nod and Kitt was left to gather his thoughts once more.

"When I came back from the acid pit," the AI began again, reining in his phantom sensations of slowly being melted alive. "I was understandably traumatized. Everything I ever knew had just been... disintegrated. I was reborn, in a sense. But I didn't feel it. It was as if there was no connection between me and... my body. I felt completely out of sync with myself, strange as that may sound."

Michael smirked, voice reassuring. "It's actually a normal thing for someone to experience after going through a traumatic event." He rubbed the door in comfort. "It's normal, buddy. You did everything right."

Kitt made a soft sound of acknowledgement before continuing quietly. "When it came time to go through the test track, I'm not ashamed to admit I was beyond terrified, though I'm sure you could all deduce that yourselves." They both managed a short-lived wry chuckle before Kitt sobered. "I didn't trust myself to be who you needed me to be. Still, my loyalty to you was unwavering. I had a duty to uphold to you and I wasn't about to fail you, even though I knew you would never hold anything of the sort against me." Kitt paused. "Michael, make no mistake when I say the only thing that pulled me through, was witnessing your undying conviction in me that I could and would come back from that dreadful accident. I couldn't have done it without you."

Now it was Michael's turn to become at a loss for words. He hadn't known the way he approached the situation had such a strong affect on Kitt's mentality. The operative just acted off of a finely tuned instinct to help his comrade in a time of desperate need. But to hear for himself that Michael's actions were the sole purpose for them even being able to have this conversation now... Oh Lordy.

His throat was clamped tight. Clearing it only seemed to magnify the sensation in a burning way, but he powered through.

"That's why you feel this way about the acid pit." Michael whispered as understanding dawned on him. A newer, deeper sense of appreciation and admiration was formed that day. One that would stand to come for as long as they both lived. "Why didn't you ever share any of this before?" He continued with a comforting hand on the steering yoke.

"I guess you could say I felt it was time to 'get some things off my chest,' as you like to say." Kitt replied, his voice sounding tight. "Moreover... I felt it could help bring you some closure as well, knowing how things went down and that I never blamed you for anything that happened that day."

Michael allowed a couple tears to fall, sniffling softly. "This would be the part where I disagree with you, but I also know you'll dismiss it just the same. So I'm going to settle for saying thank you for entrusting me." Michael finished, just managing a wobbly, warm smile.

The super car felt a sense of tranquility wash over his CPU. It did indeed feel good to air all those thoughts to the one person he adored most in this world. "Of course, Michael. It's the least I could do. I don't ever wish to see you hurting over a past event that involved me." You mean too much to me to allow that.

The toddler gave the voice box a watery grin. "Thank you, buddy."

With the former tension now gone from both partner's minds, the once deafening storm outside became like a soothing salve. The gentle patter of rain on the roof top and occasional deep bellow of thunder turned into a calming lullaby, a transit noise to focus their exhaustion on. It wasn't long before Michael finally relented to the insistent tug of sleep, eyes drooping shut under the silky cocoon of a throw previously stashed in Kitt's back seat. Feeling totally safe under the vigilant eye of his protector.