A/N: Hm, now here's a fun little switch…Ben feels a little out-of-character for me here, but I hope not too much. I'm going to put up the defense of 'people act differently at one a.m.' and leave it at that.

Disclaimer: I don't own anything you may recognize in this story.

Summary: Sometimes, the best thing you can do is nothing. BenRiley Brotherly Fluff.

And Everything
By: Reggie

Waking up to the feeling he was being watched was never something Riley Poole particularly enjoyed. In fact, on his 1 to 10 scale of favorite things, this was probably negative pi. He tried to keep his breathing even, hoping to fool his would be assailant into leaving him be long enough to figure out what they wanted and how to get out of there.

Barely twitching, he slowly peeked his eyes open and peered into the darkness. He groaned and relaxed when he saw Ben of all people sitting in his desk chair, watching him silently.

Riley wiggled around, pulling his blanket over his head in protest. "Ben, what are you doing here? It's like, what, one a.m.? Whatever you needed hacked or tampered with; it can wait until five at least, right?"

When the only response was a shaky release of breath, all the young man's half-hearted annoyance evaporated and left behind only undiluted concern. He sat up, running a hand through his untamed hair, and sought out his best friend's eyes in the darkness. Ben wasn't looking at him anymore. Instead he seemed to be searching the carpet intently for his next big clue.

Concern became worry that settled like bad sea food in Riley's stomach. He turned around so he was fully facing the older man; head cocked to one side to down play the sick feeling that was trying to escape up his throat. "Ben?"

Another shaky breath and Ben finally looked up. Not at him, but up at least. "I'm sorry, Riley. I should have warned you I was coming over."

"Probably," Riley conceded, since he doubted the wall Ben looked like he was talking to would answer back. "Did you break in all by yourself?"

Now Ben did look at him, shooting him a brief side-ways half smile. "I've learned a few tricks from watching the master."

This was all kinds of awkward, Riley decided as he looked down at his hands. Kind of like walking-in-on-your-parents-kissing-awkward and being-told-no-by-a-hot-girl-when-you-thought-she-liked-you-awkward all mixed into one gut twisting package. "What are you doing here, Ben?"

"Honestly?" Riley watched the older man fidget uncomfortably as he spoke, and frowned. Ben was never uncomfortable. "I don't really know."

Now the youngest of the pair couldn't help but say as he raised an eyebrow, "what, did you sleep walk here?"

"No. Well…no."

"Thanks, Ben. That didn't make this at all more confusing for me." Riley pulled his pajama clad knees up to his chest so he could rest his chin on them. "No offense, but you suck at lying. Why don't you just talk to me? Did Abby kick you out again?"

He was going to have a serious talking to with that girl if she had. She had to know she was giving up probably the best thing that would ever happen to her if she did.

Luckily for her, or more probably lucky for him, Ben shook his head. "Abby doesn't even know I'm here."

"Let's hope she doesn't wake up then, or you may have no where else to go." Riley grinned, but it disappeared as Ben looked away again. "Ben?"

"I just…I had to…" His best friend was floundering for words, something that just did not happen in Riley's world. Ben always knew what to say at any moment. The man should have been a hostage negotiator; he was normally that good—ignoring his track record, of course.

The worry knotted itself up tight, becoming something like a mild case of fear. Riley scooted to sit on the edge of his bed, closest to his friend. "Ben?"

A quiet, uneven sigh echoed in the sudden silence, and Ben slowly raised his blue eyes up again. "I had to come check on you."

Hm, okay, yeah, that was interesting and not all weird. It was perfectly normal for his best friend to come check on him in the middle of the night when he wasn't—to his knowledge—in danger of anything more serious that choking on a dust bunny.

Riley wondered if the sarcasm of his thoughts was dripping out his ears yet.

It either was, or some of it showed on his face, as Ben began to fidget again. "Well, obviously, you're just fine and I'll be leaving now."

Something clicked in Riley's head as he watched his best friend stand to leave. Something about how embarrassed he looked, or how he was still looking at Riley over his shoulder as he turned away. Either way, there was only one reason Riley could think of that Ben would drive all the way over here to check on him at this hour. A nightmare, and probably a bad one if he couldn't even bring himself to only call instead of come see for himself.

Strike that. Ben had broken into his apartment. He'd been scared, and that in turn scared Riley. "Ben, wait."

The older treasure hunter stopped and turned around, his eyes resting on something just over Riley's left shoulder. He couldn't bring himself to even look at Riley directly, which turned the younger man's fear meter up a few notches.

Riley swallowed, suddenly finding he didn't know what to say. So, he plastered a grin on his face and said the first thing that came to his mind, "I want waffles."

Waffles? That was seriously the best he could come up with? That was…a whole new level of lame. However, it surprised Ben into meeting his eyes, which was a good thing in Riley's book no matter which way you sliced it. He stood, brushing past his best friend toward the kitchen. Ben followed obediently, still looking a little dazed.

They were in the kitchen before Ben seemed able to pull some of his thoughts together enough to repeat what Riley had said with a look of utter confusion etched into the lines on his face. "Waffles?"

"Yeah! There's no better time for waffles than the middle of the night." Okay, it was probably the worst stall tactic in history, but it seemed to be working as Ben pulled the waffle iron off the top of the fridge.

"I can't say I've ever had waffles in the middle of the night." This was said with a ghost of a smile, which caused Riley to grin as he started raiding his fridge. There wasn't much in there that was really edible, so he pulled out the butter and a thing of spray whipped cream.

"Then you, my friend, have been missing out on some of life's greatest pleasures." Actually, Riley had no idea if this was true. He wasn't particularly good at making waffles, or anything for that matter, and hadn't ever tried them at one in the morning. Still, chances were good there was something enjoyable about the experience.

And it was making Ben stay. If Riley was sure of nothing else, he did know that Ben needed that. He still wanted desperately, for whatever reason, to assure himself that Riley was fine, and the younger man was only to happy to invent an eccentric habit to oblige.

Ben began mixing together the batter as Riley hopped onto the counter so he could reach up and dig his rainbow sprinkles out of the cupboard.

"Don't you think it's a little early for that much sugar?" His best friend shot him a quirky grin, eyeing the sprinkles in his hand and the can of whipped cream now on the table.

It was oh so tempting to point out that it was probably a little early for Ben to be over at his house, but Riley restrained himself. Contrary to popular belief, he did know when it was and wasn't a good idea to make certain comments. Saying something that might make Ben think he didn't want him there was certainly not the thing to do right now.

He just didn't know what the right thing to say WAS. Asking Ben flat out what his nightmare was about would have brought this up to being-shoved-in-the-girls-locker-room-in-your-boxers awkward, and probably wouldn't get him any closer to getting an answer. Anyway, if Ben had asked him out about a nightmare, Riley wouldn't answer, so it was probably safe to guess his best friend wouldn't either. He just needed away to sort of prompt Ben into spilling his guts.

Funny, but Ben always made this look so much easier then it felt right now. Guess he'd have to go with his usual tactic of running his mouth until something happened. "It's never too early for sugar, Ben. You should know that by now."

"That's debatable." Ben scooped a large spoonful of batter onto the warm iron and shut the lid. "I've known you long enough to have some pretty valid points in my favor, even."

This was…probably true. A massive intake of sugar first thing in the morning did some pretty odd things to his system sometimes. He didn't have any syrup or jam, however, and good as Ben's waffles were there was something just wrong about eating a plain waffle.

For one thing, it was naked. Nothing he knew of deserved the indignity of being eaten naked.

"My twentieth birthday doesn't count," Riley muttered in retaliation, going about setting the table for their impromptu late night snack slash breakfast. "I still think that cake was spiked."

"I'm still not even sure where you got the cake at five a.m."

"I'm a genius, Ben. I can do anything."

Riley grinned at his best friend, but it faded a little as Ben looked at him sadly and muttered, "I sure hope so, kiddo."

He could ask him right now what was wrong. Ben might even tell him, just to give Riley some sort of explanation that he probably felt his friend deserved. But that didn't feel right. He wanted Ben to volunteer the information because he wanted to, and for no other reason.

So, instead he pointed behind Ben, "this one is done."

It wasn't long before there was a plate full of pancakes in the middle of the table, and Riley eagerly helped himself to some. He hadn't actually wanted waffles when they'd started, but now that they were just sitting there all warm, golden, and fluffy his stomach was growling and demanding attention.

Ben watched him, silent, as Riley pulled one onto his plate and commenced drowning it in unhealthy goodness.

"These are good," the young man informed his friend happily around his second mouthful, and he gestured to the plate with his fork. "Have one."

"I'm not really hungry, Riley, and I should probably get going," Ben sighed, looking away.

The techno geek was not going to allow no as an answer. Not when he still needed Ben to talk. He picked up Ben's empty plate, loading it with waffle and probably more toppings than strictly necessary, before putting it back in front his friend. "I said have one."

Ben studied his food silently for several minutes while Riley continued to wolf down his and wonder what his friend could be thinking about. Ben could read him like a book, always knowing the things to say that would help him feel better no matter what was going on. Riley had no idea how to even begin helping his friend, and it looked like so far his only idea was failing fast.

"You know I'd do anything for you, don't you, Riley?"

Or not. Ben's sudden outburst caused Riley to freeze, fork halfway to his mouth. He looked at Ben curiously, blinking for several moments, before putting it down. "What?"

Ben took a deep breath, starting again. "You know I'd protect you if I could, don't you?"

"You don't have to protect me." It was a half-hearted protest at best. More of a stall tactic than anything as the young computer whiz tried desperately to figure out what his best friend wanted him to say.

"I know, but if I could…"

"I know." Any one that knew Ben at all knew how protective he could be when someone he cared about was in danger. "I've seen you in action, remember? You're like…a super hero or something when Abby, or your dad, or…"

"I'm not talking about them, Riley. You. Just you. I'd do anything I could to save you. You know that, right?"

Huh. They'd skipped up to waking-up-with-a-hang-over-and-in-bed-with-your-best-friend's-girlfriend awkward. Riley hadn't even known it was possible to skip so many phases in one go. "Ben…"

"I…you matter to me, Riley. I want you to know that. You're as much a part of my family as they are, and I don't know what I'd do…if…"

This was a level of awkward and embarrassing that didn't even have a name. Riley picked up his fork again, poking at his waffle. "Gees, Ben, you're making me blush."

Ben ignored him, or seemed to. Maybe he just couldn't stop talking now that he'd started. "Please, tell me you know that, Riley."

"Alright, alright, yeah. Ben, you've saved me countless times, at risk to yourself. How could I not know that?" The fact that Ben cared was one of the few things Riley knew he could count on. It would always rain just after he washed his car, Murphy's Law was totally true, and Ben cared about him. Even though this was the first time his best friend had probably ever said it out loud, it didn't make it less true.

You knew it without him having to say it, which was kind of nice since hearing it from him just felt…weird. Ben just didn't do sentimental and gooey. He did facts. And while this, Riley supposed, was a fact in its own way, it was certainly not in the same category as the home towns of all the Presidents.

"We were under the Trinity Church again." Ben didn't bother to explain what he was talking about, which Riley took as a compliment towards his observational skills. "You were on one of those elevators. You were calling out for me to come help you. I wanted to, Riley, I did! But my body wouldn't move. You fell, and I couldn't…and you just kept asking as you fell why I didn't care…"

Riley's hands clenched around the edge of the table as he swallowed hard. Ben was upset. This…this wasn't good. When Ben freaked out things were never good for anyone. It was almost like the universe was in tune with his moods or something.

"Riley, don't ever think that I wouldn't…I'd give everything I have…the world, everything in it…to keep you safe. I've nearly gotten you killed so many times, and I couldn't live with myself if anything happened to you. If it was my fault, I…"

What was he supposed to say to that? Obviously, telling Ben that it was just a dream wouldn't matter. He knew it was a dream, but he was still shaken up by it. Still concerned that Riley would blame him somehow for something that hadn't actually happened. The Ben would never have let happen.

He wasn't delusional. Riley knew Ben had his faults, moments where he could be a little selfish or insensitive. He wasn't perfect, but somehow, that just made Riley like him better. It wasn't almost as if his imperfections made all the good things really stand out.

Which was why, even though there were times he wanted to strangle his friend for getting them caught up in something dangerous and/or deadly AGAIN…he always went after him willingly. Because Ben would make sure it was alright.

The young man picked up his plate and moved around to sit on the other side of the table, by Ben's side. Riley couldn't have said why, but he felt like he needed to be closer to his friend. Let Ben know that he didn't want to be anywhere else but just there.

Not a word was spoken by either of them as Riley finished up his waffle. Whatever he'd done seemed to have worked, as Ben fell asleep on his couch while Riley put away the remains of their snack. He smiled as his older friend snored softly before throwing the blanket off his bed over his friend.

He moved back to the kitchen, picking up the phone to call Abigail. He sincerely hoped that she'd put her phone on vibrate. It would be so much easier to leave her a voice mail then to try and talk to her sensibly at two a.m. and get her to understand why her boyfriend was sleeping on his couch.