"Does everyone have it in for me?" Jou growled staring at the large wooden door that led to Kaiba's office.

He was still angry about being put with Kaiba on a school project. The teacher had decided to choose the names alphabetically, who knew that J and K were so close together? Jonouchi Katsuya was paired with Kaiba Seto and both were very happy about it… if it was opposite's day. Kaiba had ordered Jou to come to his office a few hours after school and they would work on the project at his house since he had more resources, in Kaiba's words 'You'll show-up, shut-up and watch me make the project so you aren't totally ignorant when it is all finished' Jou's response was much more colorful, but it is also unnecessary to write it out.

Jou sighed and rolled his eyes before giving a short but loud knock, receiving an 'enter' he opened the door and walked in. Kaiba was sitting behind his desk wearing his normal black clothes and white trench coat, his office was what Jou had expected. Neutral carpet, neutral walls, nothing much in the way of decoration besides a small model of Kaiba's newest obsession, Kaiba Land.

"Sit." Kaiba said without looking up from the typing he was doing on his computer. Jou opened his mouth to say something, but thought better of it since Kaiba was on his own territory now, not like Jou could have beaten him on any other territory, but that is beside the point. Jou sat down in one of the two chairs that sat in front of Kaiba's wooden desk.

Five minutes passed, and then ten Jou prided himself on his self control and amused himself by watching the things happening out the window. The Kaiba corp. building was the tallest building in Domino City and over looked hundreds of others while providing a great view of the city below.

"Ready?"

"Huh?" Jou looked up into narrowed sapphire eyes.

"I asked if you were ready." Jou nodded and stood up following as Kaiba picked up his briefcase and walked around his desk and out the door. In a manner unlike Jou he silently walked behind the taller brunette down the hallway to stop in front of the elevator, he swallowed and looked at Kaiba.

"Can we take the stairs?" Kaiba turned to him with a raised eyebrow.

"We are on the eightieth floor." He pointed out slowly.

"I know that… I walked them to get up here." Jou said evenly eyeing the elevator door.

"No, we'll take the elevator. I have enough to do without wasting time on taking the stairs when I have a perfectly good elevator." Kaiba turned back to said elevator and as if it was on cue the doors opened and he stepped in, Jou frowned but took a deep breath and followed him. The doors closed behind them and Jou swallowed again taking a deep breath.

Kaiba watched Jou and frowned, he was looking slightly pale, and his hands were curling into fists then uncurling before repeating the process over and over. His breathing had become shallow; he bit his lip and unconsciously closed his eyes. Kaiba blinked and opened his mouth to say something but was cut off by the lights turning off and the sudden jerking stop of the elevator. He stayed still until the dull red emergency lights turned on, looking over at Jou his jaw clenched but he stayed in his place.

Jou felt the elevator stop and saw the lights go off to be replaced by the ugly glow of the red lights. He closed his eyes again, tighter than the last time and his hands balled into a fist and stayed there. He tried to even out his breathing but ended up doing nothing but almost hyperventilating. Jou let out something that sounded almost like a whimper and slid down the wall, his butt touched the ground and he set his head on his knees.

Kaiba watched Jou with a carefully guarded expression but quickly looked away and decided on a course of action. Reaching into his pocket he pulled our his small cell phone, flipping it open he looked at the screen before pressing a few buttons and snapping it shut with a loud snap. He almost growled in frustration but stopped himself, no reception, how cliché.

"Mutt, what the hell is wrong with you?" Kaiba snapped, his eyes narrowing in annoyance.

Jou knew he had to get himself under control; he just couldn't seem to find that control it seemed to be slipping away from him as if he was trying to catch rain with his bare hands. He dimly registered Kaiba's voice and the question he was asked, but he couldn't bring himself to answer. His stomach clenched uncomfortably and he could do nothing but try and remember to breath.

Kaiba glared at the blonde and wondered just what was wrong with him, but dismissed Jou to think about the problem at hand. There was a power outage that wasn't very hard to figure out, so that meant the back-up generators would be coming online in about ten minutes. It was only ten minutes because it couldn't go back online right away without crashing almost every computer in the building, so it was better to wait a little while than have so much work to fix.

Jou felt the panic rising and was unable to keep it under control any longer. He felt like his heart was going to explode with the pressure surrounding him, his palms were sweating and he felt cold sweat on the back of his neck. Jou took a deep breath and stood up almost pouncing on the elevator doors he tried to pull them open.

Kaiba watched in shock for a moment before everything fell into place, he almost slapped himself for not seeing it sooner. He reached out the Jou and pulled him away from the doors before he hurt himself, Jou struggled to get away but Kaiba held him fast.

"Mutt, stop it!" Kaiba growled wrapping his arms around the blonde's shoulders pinning his arms to his sides. Jou let out something that sounded like a half strangled whine before slumping against Kaiba's chest.

Kaiba was surprised that Jou suddenly went limp and almost panicked before he heard his voice.

"K-Kaiba…" Jou's voice sounded small and lost and something broke in the cold teen's chest.

"You're claustrophobic." Kaiba stated, Jou weakly nodded and let his head hang. "Why didn't you say something before we came in here?"

"I-I did." Kaiba paled realizing what Jou must have meant when he said he walked up eighty flights of stairs just to get to his office, Kaiba would have slapped his head if he had a free hand, he had thought Jou was joking when he said that. But he was really just too stubborn to admit that he was scared of something, well terrified really.

"I thought you were joking."

"T-that's what I g-get for being the f-funny guy!" Jou attempted humor, but couldn't find the strength to laugh. He realized that Kaiba was holding him up his strong arms wrapped around his chest; Jou blushed and tried to pull away.

"Stop it!" Kaiba commanded Jou stopped immediately something in Kaiba's voice made him want to listen. "If you hadn't noticed it you were hyperventilating, by holding you against my chest I evened out your breathing with my own." Jou blinked processing that revelation in his swirling head.

"W-well then th-thanks." A few moments passed silently and Kaiba noticed an increase in Jou's shaking. Frowning for the hundredth time he felt Jou's forehead, his skin was cold and moist. Kaiba bit his lip trying to think of what he would do for Mokuba if he was scared… he would hold him and comfort him by talking to him. Was that what Jou needed? Kaiba sighed and swallowed his pride. With little persuasion he sat down and got Jou on his lap.

Jou was shaking and couldn't stop no matter how hard he tried, he told himself that nothing bad was going to happen and that they would be out soon, but that offered him little consolation and didn't help in the slightest with the tremors. A minute or two passed and he felt Kaiba maneuver him into a sitting position, Jou went to argue and pull away again but the energy had left him and he felt drained.

"Um…" Kaiba started a bit unsure. "Mu- Jonouchi… it's okay to be, afraid sometimes. At one time or another all of us get scared, its natural, you're not really human unless you have a weakness." Jou smiled slightly at the obvious effort Kaiba was making on his part, Jou tried to control the tremors and keep his voice even.

"H-have you ever been sc-scared?" Jou asked softly keeping his eyes tightly shut. Kaiba frowned, then sighed and decided he had already done enough and a little honesty couldn't hurt.

"Yes."

"R-really, when?" Jou asked a note of disbelief in his voice.

"When Mokuba was kidnapped, When Mokuba's soul was stolen and when I found out that I could read an ancient Egyptian text when I had never seen it before." Jou smiled again.

"You really love Mokuba don't you?" Kaiba searched Jou's face, but found nothing but an honest question.

"Yes, I do, he is the only family I have."

"Must be nice, I don't get to see Shizuka very often."

"Yes sometimes, but it is something that can be taken for granted." Jou opened his mouth to say something, but a small groaning from the elevator made him cringe and hide his face in Kaiba's jacket.

Kaiba blinked Jou's actions surprising him again, a soft whine came from Jou's throat and Kaiba hugged his shaking form closer.

"K-Kaiba we have to g-get out of h-here!"

"The power will come back on in a few minutes." Kaiba said calmly.

"H-how can y-you be sure?" Jou asked hating the fact he sounded so weak.

"The back up generators will come on ten minutes after the power goes out, it can't come on sooner than that or else the computers would crash." Jou smiled at Kaiba's steady voice, he was beginning to think nothing could shake this man and he was glad for that. If Kaiba wasn't in here with him he would probably have either hurt himself or gone crazy.

"Kaiba…" Jou started softly looking up to the expressionless face.

"What?" Kaiba asked evenly glancing down to lock eyes with the younger teen.

"Th-thank you… if you didn't help me t-then-"

"Jonouchi just be quiet alright?" Jou blinked hurt showing in his eyes Kaiba sighed. "You should try to keep your breathing even and talking won't help." Jou lowered his eyes and nodded mutely. Kaiba again frowned at himself, why did he suddenly feel guilty for making Jou sad? Why did he care that Jou was sad in the first place? It wasn't his job to care about the reactions of other people.

Then why did he? Was it because his natural protection instincts were coming into to play? He could have laughed aloud at that thought, but thought better of it. He looked down at Jou who was chewing on one of his kissable lips; Kaiba stopped short and ran over what he had just thought. Was that the reason he suddenly cared? What would happen if he was to act on his newest impulse? It would give Jou a distraction and it might even give Kaiba a black eye. What did he have to lose? His dignity, his reputation, his upper hand on Jou and maybe even some respect. Would it be it be worth it? Yes… maybe, but those lips were just begging to be kissed, Kaiba was sure if he strained his ears he would hear them call out to him… and then he idly wondered where his sanity went.

Kaiba used his hand to take Jou's chin gently in his hands; lifting his face to meet his Kaiba smiled shortly and had a second to register the confusion in carmel depths before he pressed his lips softly against Jou's.

When Kaiba pulled away seconds later Jou brought a hand up to touch his lips, he was at a loss for words something that didn't often happen to him. Though he was still shaking, he momentarily forgot being in the elevator at all, he took a while to put his thoughts into order but he finally got there and looked into Kaiba's sapphire eyes that almost looked anxious.

"Th-that was unexpected… why did you do it?" Kaiba processed Jou's words for a moment and could have laughed; he was expecting Jou to do something else, something that wasn't acting calm and looking for reasons.

Kaiba's chest gave a slight movement at not being rejected and he leaned down for another kiss. Cupping the back of Jou's neck he brought him deeper than the first kiss and felt Jou respond slightly Kaiba pulled away again and licked his lips.

"I did it because I wanted to."

"Oh…" Jou smiled softly. "Are you going to do it again?"

"Is that an invitation?" Kaiba asked.

"Is there sugar in syrup?" To Jou's surprise Kaiba actually smiled and he grinned back, his grin disappeared after a second and he frowned.

"Kaiba, what happens to us when we g-get out of here?" Jou looked away the anxiety coming back now that he remembered exactly where he was. Kaiba sighed and rubbed his hand in soothing circles on Jou's back.

"I don't know Katsuya; any relationship will take time... especially between us." Kaiba smiled softly realizing for the second time that Jou's expression changed when he did smile, he wondered why but didn't dwell on it. He brought his hand up and absently rubbed his thumb over Jou's cheek. "But I wouldn't be averse to working on a relationship with you."

Jou opened his mouth to say something, but the elevator gave a jerk and he made an 'eeping' sound before burying his head once again in Kaiba's jacket. Kaiba smiled almost fondly at Jou as the lights came back on and the elevator once again started moving downwards.

"Just a little while now and it will all be alright." Jou nodded form his spot not removing his head from his somewhat uncomfortable position. Kaiba poked him in the ribs and got him to his feet he was surprised that Jou managed it without leaving the safety of his jacket.

Two minutes later the elevator opened with a resounding 'ding' and Jou ran out with a squeal of happiness. Kaiba watched him with faint amusement as he hugged the Blue Eyes White Dragon statue at the front hallway before falling onto a bench in obvious exhaustion.

Kaiba was instantly surrounded by people asking annoying question and inquiring about his well being.

"I'm fine; it's the systems you have to worry about! Make sure none of the computers crashed and call me if anything did go wrong." Kaiba brushed past them without another glance and made his way to the bench Jou was currently hugging onto. "Jonouchi?" Jou looked up and Kaiba was happy to note that color had returned to his face and he didn't look like he was going to pass out.

"Yes Kaiba-Sama?" Kaiba opened his mouth but closed it when the words registered, Jou grinned and sat up.

"You're looking much better… are you okay?" Jou's smile faded slowly, but he nodded.

"Yeah… I'll be fine in a little while." Jou sighed and ran his fingers through his hair. "I haven't had an attack that bad in a while… Kaiba… thanks for being there and not just letting me sit in the corner and go nuts."

"Jonouchi… no thanks is necessary, it what any human being would do."

"Heh, sometimes I forget you're human." Jou smiled up at Kaiba and stood up. "And not anybody would do that… Honda would have panicked because I did, Yugi would have probably started crying. But you, Kaiba, have nerves of steel nothing can ruffle your feathers… and I'm glad."

"Yeah, years of practice… dealing with you!" Jou surprisingly laughed and went to walk away. "Jou… um…"

"Yes?" Jou paused and let Kaiba catch up to him.

"I can give you a ride home if you want." Jou smiled at the simple offer that for Kaiba meant so much more.

"Really? That would be great," Jou followed Kaiba down the hall and a sudden thought occurred to him. "You never gave me that promised kiss." Kaiba stopped and looked back at Jou; Jou swallowed hoping he didn't just stick a foot or two in his mouth. Kaiba's eyes scanned the less than empty hall and then looked back at Jou.

"You really want me to kiss you… again?" Jou nodded once and Kaiba stepped closer. "With all these people around?" Jou blushed and went to look around wondering how he had missed the people, but his movement was stopped by Kaiba's hand grasping his chin and tilting it upwards.

With a smirk Kaiba moved his hand to the nape of Jou's neck, pulling the hair back gently but firmly Jou didn't even have time to register surprise before Kaiba's lips closed over his. Jou's hands grasped Kaiba's hips to stay up right at the sudden weak feeling that had come over him. Kaiba's tongue ghosted over Jou's bottom lip in a teasing touch before he pulled away a satisfied smirk on his lips.

"If you want to continue that I suggest we take it somewhere besides my place of work... like a limo that is waiting to take us wherever we want to go."

"Th-that's why you're the brains of this operation." Jou said breathlessly with a lopsided grin.

Kaiba smirked and led Jou out of the building to the waiting limo, they both climbed in. And both were wondering just what had changed in ten minutes.

(-)

Mokuba grinned evilly and pressed a button sending the power back into the Kaiba Corp. Systems. He rubbed his hands together in a satisfied manner and gave a smirk that would have made his brother proud.

Little did Yugi know that when he accidentally told Mokuba about Jou's Claustrophobia that the seemingly innocent boy would have planned something like this! Mokuba tossed his hair is satisfaction and erased any trace of his hacking so his brother would not catch him in the act. That done he powered off the computer and walked up the stairs to his room to get into something and pretend like he had no idea just what had gone on.

"Yes," Mokuba said out loud to the empty house. "Everything turned out perfectly!"