[A/N: I cannooooooot shut the fuck up for even one second, i swear to god. Like it doesn't have to be this way, it doesn't have to take me 2600 words to say this character is a little gayboi. But it doooooeees, and it SUCKS.

Oh, um. I tried to write something okay w Panini for this… i left it vague, i started writing a fic on why she leaves Chowder alone in this AU, but it was kinda mean and i can't think on how to finish it. She's not here, deal w it :(

The cut to the 'story' is the word "popcorn." CtrlF it if you want, i don't blame you.

TW/CW: over-explanation, developing/friendship, family, helping others, thinking about relationships, anxiety (if you can believe it), developing confidence, crushes, nervousness, awkwardness, lil bit of eating, frustration/anger, hurt? confession, holding handssss]

To be honest, the arrangement didn't make a ton of sense. The one confided his feelings for the other, who didn't exactly reciprocate, but still wanted to be good friends. Instead of being upset about being "friendzoned;" as he really didn't want to lose that relationship either; he suggested that he would only occasionally remind him that he still had a crush by giving him harmless little gifts. A couple of flowers, or a candy bar, or maybe even some other trinket; completely aside from the friendship that they would still hold; just to say "i like you" without making it weird. Gorgonzola still had a crush on Chowder, and that was how he expressed it, despite gift-giving not really being either's 'love language.' Maybe that's what made it so inconsequential to them while still keeping that meaning at this weird time in their lives.

Besides that, their friendship was as any normal one would be with Chowder, who is weird. Sure, it started out rocky when they were kids and Gorgonzola still had that weird kind of jealousy and frustration towards him. But ever since that stint at the Apprentice Games, really, they realized that the other wasn't quite as bad as he seemed to be. Chowder saw that Gorgonzola was frustrated with very many things in his life; and Gorgonzola learned that Chowder's positivity and friendliness wasn't at all manufactured or fake. So the learning and understanding and acceptance of that as what they were dealing with kept the development of the friendship kind of slow at first, but they got there eventually.

Chowder, in all honesty, did sometimes have to bring it out of himself to be the kind of friend that he knew Gorgonzola needed. It did seem to pay off enough, especially in the long run. Gorgonzola was a darn hard nut to crack, but he was pretty loyal when it came down to it. And of course, Gorgonzola really needed to be patient and control his temper when it came to Chowder's weirdness, but it was always worth it. The effort that was put into this and the satisfaction from the results was fulfilling, and was what drew Gorgonzola to Chowder in that romantic manner to begin with. It was a friendship, and he loved it, and he loved Chowder for all that he did for him.

For that reason, Gorgonzola started putting even more effort into this. The whole lid was blown on his end of it anyway, so it wasn't like there was any going back on it. Either he could lean into it and be a better friend, or give up completely on the only thing in the world that made him happy. Now he was intent on being a good friend, and he did what he could to make it count.

Which, unbeknownst to him, was probably helping him more than just Chowder. Chowder always had a soft spot for any of his companions, and becoming even better friends with Gorgonzola made him very bonded to him in a way that he wasn't really bonded to any of his other friends. Mung Daal was the one he was closest to, and he was kind of like a grandfather to him. He wasn't as close to Truffles as that, but he figured that she was kind of like his grandmother anyway. Gazpacho was like his older brother that was 20-something years older than him. But still a brother. As far as Schnitzel went…

That was a weird situation. He was essentially just somebody that worked in the kitchen with them. But Schnitzel was there long before Chowder had been, and it didn't seem like there was anyone that had stuck around as long and to that degree as he did. But he wasn't like a brother, or even an uncle. He wasn't like any kind of relative, actually. Chowder really liked spending time with Schnitzel, even when Schnitzel didn't want to spend time with him. He liked how dedicated he was, and he liked how he went about handling the calamities that occurred in the kitchen. And he really liked how inspiring he was with things like his strength and endurance. And of course, he was funny, and nice, and maybe even a little bit handsome…

…

So long story short, that wasn't like the companionship that Chowder had with anyone else. And his friendship with Gorgonzola was similar in that it was unique from all of his other relationships. But he liked it, and he liked it much more when Gorgonzola started to be nicer to him. It proved that Gorgonzola did want to be friends, and the evolution of it made him just about his closest friend.

Of course, Chowder had other friends. All of them were pretty unique, too: although he wasn't quite as bonded to them. Ceviche was his artistic friend that he could sing and dance with freely, and one that taught him practical things in both aspects. Marmalade was really fun to be around, and she let him express the more feminine parts of his personality without any judgment. And then there was Panini.

Chowder had a really complicated idea of Panini. On one hand, he did consider her a friend. She was a kid like he was, she liked to cook like he did, and she would almost always help him out when he needed it. But the overbearing roadblock of her crush on him really drove him away from her. He couldn't stand how touchy and possessive she got. It was creepy and uncomfortable and it really scared him. It probably wouldn't have been as bad if she ever took "no" for an answer. But she never did, so Chowder was never inclined to consider her a good friend at all. In fact, if he could avoid her at any time, he usually did. It had to have been some kind of miracle when she stopped chasing him the way that she did, but he was relieved beyond words that it got there.

If he were honest, he wouldn't have been comfortable with having to deal with crushes coming from any other friends of his. Mung and Truffles were married, but it wasn't quite "loving." Schnitzel and Gazpacho were both single as long as he knew them. And his kid friends were also kids, so most of them didn't have romance at the front of their minds at all. It was weird for him to think about. It was fine when it came to playing with dolls (even though they were made out of food) because it wasn't real. But he never understood the way that Ms. Endive looked at Schnitzel, and he never understood why the police chief wanted to go on dates so badly. It all seemed kind of arbitrary, and he couldn't really think about romance without getting a little itchy.

He understood it only a little bit better as he got older. He saw that it made people happy, and he always wanted for people to be happy. He figured that if being in relationships and getting married was going to be the thing to make people happy, then they should do it. It didn't mean that he had to, and that was a relief for him. He really didn't care whether he felt love for something other than food and cooking, or the love that he had for his family and friends.

Because he wasn't all too sure that he liked people that way at all to begin with. Most of the couples that he saw were a man and a woman. It seemed like that was the standard, what was expected. He couldn't imagine it for himself. Even if he was able to imagine that the people around him would be okay with him marrying someone BESIDES Panini, he couldn't exactly imagine himself marrying a girl.

Marmalade was the only other girl that he became real friends with. She was great! They had plenty in common, such as the things they liked and the ways that they liked to have fun. But it wasn't at all a romantic thing between them. They were friends, and they liked being friends. Chowder wasn't able to see her as anything more than that, and she couldn't see him as anything more either. She said that she liked Ceviche, and that was fine with Chowder. He figured that they could probably be a decent couple if they both wanted to be. But above all, he was happy that it wasn't him.

Not all married couples he saw were different genders. Sometimes he saw two women together, and sometimes he saw two men together, and they were happy like how a man and woman couple would be happy. It intrigued him. It seemed almost more reasonable most times, because the tension from expectations wasn't there in the same way. It was borderline freeing for him to know that it was an option.

And that might have been the case because… he seemed to like guys more than he did girls. Not much more, granted: the idea of a romantic relationship with another boy also made him kind of itchy. But he was definitely more able to do it. There were plenty of guys that he got along with, and some that he would dare to say were pretty or handsome to some degree.

Like Ceviche, actually. He was relatively dainty as a child. His style might have been, but he wasn't exactly "feminine" himself, and it lessened as he got older. He grew up, obviously, and adopted some slightly more "masculine" features. He would sometimes hear the word "effeminate" thrown around about Ceviche, but Chowder never really bothered to look up what it meant. Whatever it did mean didn't seem to bother Ceviche too much, because he didn't lament it, nor did he ever try very hard to change it. It was just part of him, and he owned it, and Chowder liked that about him. He loved when his friends could unapologetically be who they were because he knew that they would be happiest like that, and he wanted all of them to be happy.

Ceviche was attractive, to somebody. But not quite to Chowder, at least not romantically. He figured that even if he had a little bit of interest, he would have most likely stepped aside for Marmalade to be with him because he knew it would make her happy. He also figured that Ceviche would have probably liked her more anyway because she was a little more docile than Chowder was, and he seemed to need that to be happy. But it wasn't something he had to give much thought, because Ceviche… wasn't quite his type.

He liked people that were very sure of themselves. He liked when people could be confident in their own skin. He never felt like he had to hide any aspects about himself, even when they were annoying or got in the way. He could be himself, completely, and he liked to see when the people around him could be that way, too.

Which is why… it seemed odd. This guy wasn't like that. He wasn't confident like that: he was too nervous of what other people thought of him. He had always made it a point to let that be known when Chowder was acting too weird around him. He would shush Chowder, he would refuse to be touched by him, he even used to refuse to be seen with him before they were friends. If it seemed like Gorgonzola was confident at all, it was really just the prickly demeanor of his that kept everyone far enough away to not see his insecurities.

It had to have been Chowder's innate need to be helpful that did it. He thought that he would be able to raise Gorgonzola's confidence to be who he really was. It helped, a little bit. Even as their friendship grew, there were some things about Gorgonzola that wouldn't seem to change too much. He was still nervous; he still hid his favorite things, like musical theater; and he was still frustrated with where he was in the world.

His master Stilton was never nice to him, but Chowder showed him that not all masters were so harsh to their apprentices. Even Miss Endive was nice to Panini, and seeing that that was the case made Gorgonzola frustrated enough with Stilton that he completely shifted his competitiveness with Chowder to try showing up his own master instead. It was liberating for him, and Gorgonzola treated Chowder even better after that.

Chowder was so proud and happy to see Gorgonzola flourish in at least that aspect. Like a recipe, he figured that getting Gorgonzola to be himself was going to take many different steps, and lots, and lots, and lots of time. But he could be patient for things that he knew were important, and he knew that the payoff would be among the most rewarding he might ever know.

So when it did come around to what seemed like the end of that "recipe," Chowder got excited. Gorgonzola was almost out of his shell, and he was being nice to him on top of that. He could see the effort that Gorgonzola was putting into all of this, and it made Chowder feel as if he really was a good, helpful friend. Maybe it was the usual boiling of the pot that got it there, but the feeling did go overboard to the point of… 'maybe this is more than just a friendship.'

It was a case where he could recognize that. One thing of this overflowed too much to where it was making a mess everywhere, and now his strong friendship with Gorgonzola felt like a whole lot more. It wasn't unwelcomed or anything really, but he knew right away that it was something that he was going to have to get squared away. The way that he decided to deal with this could tear their friendship to shreds, and the feeling in his heart right now made that sound absolutely terrifying. He knew he had to go about this very carefully.

He went to everyone that he could for advice. He told them everything, and they all gave the same answer: "you should tell him! He already likes you, what are you worried about?" But there was always massive dismissal of the answer. "Oh, you're just being paranoid." "Your friendship won't end! I promise!" "There's no way you two would stop being friends even if ya did break up." "There's nothing to worry about." But he knew that there was.

Because this didn't make him itchy. This didn't feel forced or expected. This was something that he wanted, but he knew that it was something that could be ruined if he did the wrong thing. And that made it paralyzing. He didn't want to lose what they had, but he also wanted more than what was there. And he knew he could get it, and that made the anxiety worse. It was trying to make his favorite dish for somebody else without taking a taste, and it was almost impossible. Thinking about it made it completely unbearable, and of course it became the only thing he thought about. Day and night: while he was measuring ingredients or washing dishes, during grocery runs and on deliveries, while he was drifting off to sleep and even while he was eating. This really was an issue.

But not even just because of that. It was an issue because it was becoming less of an issue. Anxiety became excitement, fear became fantasy, uncertainty became apathy. These ideas, his imagination of this relationship and how happy it would make both of them was taking the front seat to all of this. It was making him drop his guard and his worries and having him sighing and smiling like the lovesick teenager he was. And so, it was decided.

-popcorn-

Chowder waited with a smile for his best friend to show up. There were thoughts going through his mind that made him giggle and blush every now and then, and he would take a moment to try and spot Gorgonzola whenever it happened. It had him looking for him most of the time that he was here, and he almost screamed when he finally did see him. He bounded up excitedly. "Hi Gorgonzola!!!"

"Heeey Pudge, how are ya doing?" He was as cool as ever. He held a peachy flower in his hand, and silently offered it to Chowder after a moment.

He felt a rush in his chest when he saw it. He slapped his hands to his cheeks and gasped. "Is that for me???" He grinned wide and happy, but waited for Gorgonzola to offer it again. He delicately took it from him and examined it carefully, smiling with sentiment at the gift. Chowder tucked the stem underneath his hat so that it would sit against his face. "Thank you, Gorgonzola! I really love it!" He giggled and nervously kept his hands close to his face.

It was an unusual response for this kind of thing, but not completely unheard of from Chowder. Gorgonzola watched him almost completely unimpressed, but Chowder giggled again when he randomly blinked. "What's so funny? Is there something on my face??" He frowned.

Chowder's eyes got wide and he blushed. He stuttered nervously. "Heheheh, n-no no, Gorgonzola. Y-you don't have anything on your face." He grinned awkwardly and pulled something out of his pocket. "I, uh, made ya something! I hope ya like it." He handed it over.

"Oh. Uh. Thanks…" Gorgonzola took the heart-shaped cookie from him and examined the way that it was frosted. Most of it was white, but it had red and pink concentric hearts scribbled on it as well. It seemed somewhat out of place for the time of year that it was, but he guessed it must have been extra from a batch made for some kind of wedding or anniversary. Gorgonzola huffed and took a small bite out of the corner and concentrated on the flavor. "Hmm. Hey, this tastes better than your last cookie." Chowder grinned wide. "You're getting better at making em." He looked at the icing again. "But ya still need practice with your piping." He shrugged and took another bite.

Chowder felt giddy and bright. "Oh, i love you!!"

"What?"

"OH!" Chowder smothered his face in his hands and spoke behind them. "I mean, i love that you like it!" He peeked at him and giggled nervously into his hands, hoping that it would drown out the sound of his thumping heartbeat.

Gorgonzola glanced away for a second. "I never said that, but…" He shrugged again. "Yeah, i guess it's okay."

Chowder kept giggling because he was too nervous to do much else. As goofy a guy as he was, laughing so much was not very common for him. Gorgonzola became frustrated with it again. "What are you laughing at?? What could possibly be so funny here?!"

Chowder stifled and watched him anxiously. He felt himself blush and sweat. "I-i-i'm not laughing at a-anything! I-i-i'm just happy, is all!!!"

"Chowder, i've SEEN you happy before. You've never laughed like this: something's up. Why don't you just tell me what's making you act so weird?" He crossed his arm and sternly looked at him.

Chowder shut up and dodged his eyes around. He pulled his hat down over them and mumbled to himself, but it didn't make him feel any calmer. He took a deep breath in and pushed his hat back up so that he could look Gorgonzola in the face. "I like you!"

Gorgonzola rolled his eyes. "Yes, i knooow you like me. We've been friends for how long now?"

Chowder perked up at the answer, but knew that he wasn't understanding what he meant. "Ah! N-no, i mean–" he tugged at his hat again. "I have a crush on you?" He could only grimace awkwardly after he said it.

"What?!" He was surprised. "What do you mean you have a crush on me?! I thought you said you would never want a relationship with anyone!!" Gorgonzola's shoulders were tense with his hands in tight fists as he eyed up his friend.

Chowder sweat and fidgeted his hands. "Y-y-yeeeaahh, i did s-say tha–"

"You said that to me the same day that i told you that i like you!! You said that to me!!!" Gorgonzola viciously pointed to himself and his flame flickered with intense heat.

"Y-yea–"

"So was it just a lie?! Were you trying to just save face??!!" He glared hard at Chowder, his cheeks red from how frustrated this made him. His flame was burning so angrily that it was pouring hot wax all down his face, but he was too distracted to care.

"I thought it was true at the time!!! I didn't mean to lie!!! I–" He smothered his face for a moment, then peeked again and tried to smirk cutely. "Think it's like when i say i'm full???"

Gorgonzola glared at him, but tried to process what he was saying. He grumbled when he understood that it wasn't meant to be deceitful, but it was still frustrating to have been rejected with something that turned out to be untrue. He pouted and huffed. "So what now, then??"

Chowder scratched his head nervously. "I-i don't really know!" He poked his fingers together and asked hopefully. "Do you still have a crush on me???"

Gorgonzola pouted harder and looked away. He huffed under his blush. "Yeaahhh…"

"Then should we b-be–" he couldn't believe that he was suggesting it: "b-b-b-boyfriends???"

Gorgonzola's eyes became wide, and he turned them up to Chowder. They looked at one another for a tense moment, and he breathed in. "Y-you really like me that much???" In the same rejection, Chowder had told him that he hated even the idea of being someone's boyfriend. This HAD to be serious for him to suggest it.

Blush dusted Chowder's face and he grinned bashfully. "Uh huh. I like you a whole lot, Gorgonzola." He watched his fingers as he twiddled them together. "I really never thought i'd feel this way about anyone. But…" They locked eyes. "It doesn't make me itchy when i think about being with you."

Gorgonzola watched him, and breathed out some tension after a moment. He turned his vision down. "You really mean it this time?" He looked him in the face with sad, pleading eyes. "You're not just 'full' now, right???"

Chowder smiled sincerely. "Gorgonzola, when i'm with you, my heart is always full. And i know that's never gonna change."

Gorgonzola considered silently. He spoke softly. "That was really lame, Chowder."

He made an embarrassed face. "Heheh, yeeaah. I know." He scratched his temple, and smiled at him again. "But i do mean it. You're the only person i could ever imagine being with, Gorgonzola." His eyes started to water, and Chowder offered him his hand. "So what do ya say? Can we be boyfriends???"

Gorgonzola wiped his eyes with one hand and took Chowder's with the other. "Sure Chowder. It would…" He smiled. "Make me really happy." His flame flickered, and he waved his finger sternly. "But you need to tell me if you get hungry again, because i intend to keep you filled to the brim."

Chowder grinned wide and giggled. "Alright, my sweet little sugar cookie!!!" They started walking off together.

"Don't call me that."

He deflated a bit. "Okay…"

"My big sponge cake." They smiled at one another and giggled happily.

[Post a/n: shit like this happens when you don't let an auts geek out for months at a time. I'm a goddamn brick wall, never get to talk about what i want to. I hate this, i'm so angry.]