A/N: It was around quarter to five in the morning (Without school to keep me in check I don't sleep until the sun comes up - yeah I'm not human) and I was reading some stuff on 358/2 Days. I came across an article about Xion and I thought: with the seemingly last-minute addition of a new Kairi-lookalike character how would Naminé feel about it, especially when this character has such a strong bond with Roxas? A half-AU/half-canon story came into fruition, and this is it! Hope you guys enjoy it.

Partially inspired by Frou Frou's It's Good To Be In Love.

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Second Best.

The white room on the topmost floor of The Castle That Never Was was unnaturally quiet today.

The only thing to fill in the silence was the scratching of a lone pencil against the paper of a flaxen-haired girl's beloved sketchpad. She used to love the sound until she realized it was the only thing she could hear.

Naminé sighed and dropped her pencil, reaching upwards to brush her jagged bangs out of her eyes before rubbing her pale blue hues with her knuckles. Her eyes distractedly wandered around the all-white room, scanning the different drawings she tacked up on the walls in a vain effort to give the place some colour. There was one particular picture she hung right above her white bed: a blond boy clad in all black was standing with a blonde girl in a white dress, and they were holding hands; a large red heart was drawn around the both of them. Looking at that drawing made Naminé's eyes sting, and she had to tear herself away from it before the stinging turned into something worse.

Her eyes found the empty chair adjacent to hers and sighed again; it never used to be so vacant. At least a month ago this bland prison was practically overflowing with the sounds of lively conversation and the tinkling, almost musical-like shimmer of her soft laughter coupled with the low rumble of someone else's.

Someone used to sit in that chair almost every day; his vivid blue eyes would be alight with fresh memories of the mission he just returned from and his mouth would be moving in a blur as he passionately explained them in full, colourful detail. Every few minutes his gloved hand would move upwards to slide through his tousled blond spikes, and every time he finished a story he would reach into his long black cloak and pull out a little souvenir for her from his adventures; the last one she had received was a pink and white seashell from the depths of the deepest ocean.

"I'll be back tomorrow," She remembered his exact words and even the way his husky voice sounded when he uttered them, "I promise." She could almost feel his lips brushing against the sensitive area behind her ear, and she subconsciously reached upwards to run her fingers against her tingling skin.

It had been nearly a month since Roxas gave her that seashell. The Organization had been busy the past few weeks doing who-knows-what; ever since he stopped visiting she fell behind on what everyone's been up to. Even Axel, the only other person in the entire castle she could trust besides Roxas, was too busy to make time for her nowadays. She didn't really care much for what the Organization was actually doing, anyway; what mattered to her most was that she wanted to see her friends again. She wanted to see Roxas, more specifically, but she didn't know if that was possible anymore.

She waited and she waited and she waited, but he never showed up. The hours seemed to stretch to no end with his lack of presence, to the point where she began to lose track of the days. She woke up every day hoping she would hear his shy knock against her door or his muffled voice politely asking if he could come in. She wished she would hear his clopping boots against the shiny white floors approaching her room and the jostling and jingling of the tassels on his black coat, but as always the silence would answer her and the hope that had been building up inside for the past few weeks would dwindle little by little.

As more time passed her ears began to crave his voice. Her skin itched, longing for his touch. Her eyes burned and welled up as they missed the blue in his eyes and the adorable coyness in his smile. Her fingers tingled, wanting to tangle themselves in the soft spikes of his hair.

Naminé's hands curled into tight, pale fists and she blinked rapidly to rid her eyes of the bothersome tears that blurred and distorted her vision. She watched dismally as the clear, salty droplets of water tumbled down and splashed the page of her sketchbook, sniffling at the now-ruined image of a blond boy sitting by himself on the floor with his hand extended towards the centre of the page, like he was trying to hold somebody's hand. His head was turned in the same direction, staring at the white empty space beside him with longing blue eyes.

Her hollow chest ached in his absence and she mechanically clutched at it as she pushed her sketchpad away from her. She didn't like it when this happened - it always made her feel weaker and less powerful than she already did.

She didn't want to admit it but she knew why Roxas wasn't coming back, and that was probably why it hurt so much. There was a reason why she knew she was never going to see him again.

This reason had big blue eyes, bluer than any ocean, bluer than any lake. This reason had short, layered black hair that was as dark as pitch. This reason had fair, smooth skin and an endearing smile. This reason was smart, independent, strong and skilled on the battlefield. This reason could hold a Keyblade, much like Roxas. This reason was a girl - a girl by the name of Xion.

She was mysteriously inducted into the Organization a day or so after Naminé last saw Roxas; she had been grouped together with him and Axel on many, if not all of their missions and had thus formed a strong friendship with the both of them. They spent most of the day clearing out Heartless, and then they would end it with some sea-salt ice cream atop a clock tower in a place called Twilight Town.

That left no time for Roxas to come visit the helpless artist.

Of course Larxene had something to say about this; a couple of weeks after Naminé's last encounter with the thirteenth member the Savage Nymph stalked into her room with that all-too-familiar simper on her pixie-like features and the same malevolent cackle escaping her thin lips. Naminé remembered cowering in her seat with her eyes clamped shut and her hands trembling on her lap as the older blonde circled her seat with her hands behind her back, her green eyes never leaving her.

"Do you wanna know why your little boyfriend's been ditching you lately, Naminé?" She remembered the exact way Larxene had paused in front of her just to sneer in her direction, and the small girl stifled a sob, "Well, did you hear about the new member? There's a new kid - a girl. In a way she reminds me of you, except less pathetic." At this point the Nymph bent over to peer into the younger girl's face, and they were so close the tips of their noses were almost touching. "Unlike you she can fight, and I've seen her fight before - she's got skill, I'll tell you that. Do you have any skill, Naminé? Can you fight as well as she can?" Naminé remembered glancing downwards at her trembling fists, and cowering again as Larxene leaned away from her to laugh again. "Looks like you're stuck with second place, kid - he's found someone else that's actually worth spending time with."

After that the poor flaxen-haired girl couldn't sleep. She couldn't even draw. She was crippled with the harrowing thought of Roxas thinking that Xion was a better choice, and to make things worse Larxene made a habit out of these miserable little visits; she would come in at least twice a week to update the small blonde on the thirteenth and fourteenth members' whereabouts, explaining their missions and how well they seem to be getting along with each other. Even Axel's jealous, apparently.

Back then Naminé had no idea what Xion was like, or what she was even capable of. Of course Larxene's explanations provided her with some information but really - was it really advisable to believe everything that came out of that girl's mouth? For some reason the small artist felt like she should be hating this new member, the girl who took Roxas away from her, but at the same time she knew she couldn't. The little memory witch wasn't capable of expressing such a passionate, almost violent emotion. She couldn't imagine what it would feel like to have the first flames of hatred and jealousy licking her insides - in fact it actually frightened her to think about it, but sometimes she couldn't help but wonder how this strange, dark-haired girl could appear from seemingly out of nowhere and think she had the right to steal every minute of every day with Roxas. Didn't she, Naminé, have him first? It wasn't fair.

It wasn't until she actually gained the opportunity to meet Xion that she realized how selfish and closed-minded she was. The fourteenth member of the Organization was soft-spoken and timid, just like her, though there was something about the way she stared into the blonde's eyes that gave her the impression that she was someone not to be trifled with. Other than that she was kind, sweet-tempered and of course very pretty - maybe even beautiful.

It was on that day that Naminé realized she couldn't hold a candle to a girl like her.

It was easy to see why Roxas would think of Xion as someone worthwhile rather than the pale-haired prisoner who drew seemingly pointless pictures on the topmost floor of The Castle That Never Was:

Xion had the freedom to roam from world to world with him; Naminé was only allowed within the stark white walls of her room.

Xion fought dozens, maybe even hundreds of Heartless on a daily basis; Naminé cowered under the sheets whenever there was a thunderstorm at night.

Xion was slender, yet toned with eyes as blue as the ocean on a calm summer's day and neat, shiny hair that was darker than the night sky; Naminé was sickly thin, her eyes were a little too big for her face and there was that annoying curl of hair near the back of her head that never wanted to lie flat.

Naminé wasn't a member of the Organization; she had no number, no rank. She didn't wear a long black leather coat and even if she could hold a Keyblade or any sort of weapon she wouldn't have any idea how to use it or if she even wanted to. She had never seen another world besides this one, and she couldn't even remember most of it since she spent all of her time in her room. Because of this she feared many things and was prone to nightmares; Roxas would always have to come to her room in the middle of the night to comfort her - that was another thing she missed dearly. Larxene and Marluxia taunted and tortured her on a daily basis, and now that Roxas was gone they were doing it even more frequently than before; they called her useless, a waste of space, stupid, weak, frail and insignificant. Larxene even told her once to just fade away so she could make room for a Nobody who could actually do something worthwhile.

Sadly, they couldn't be more right.

What exactly did Naminé have that Xion didn't? Was there are least one quality that could help boost her nearly non-existent self-esteem?

Her tear-rimmed, pale blue orbs slid over to the forgotten sketchpad lying just an arms' length away, and she felt a dry laugh escape her lips. Yeah, she could draw pretty pictures, but how would that fend off a hoard of Heartless? How could a sketchbook full of people, places and things she had only seen in her dreams give her courage when thunder and lightning struck the skies at night? How could a pencil and a simple box of crayons give her enough self-confidence to make her believe that she was at least an equal to the girl who was now the main focus of a boy who was very dear to her?

The blonde's dismal thoughts were interrupted by the soft click of her door opening; Naminé's head lifted to stare at her intruder. Blue eyes met blue eyes, and if she had a heart it would've exploded at this point.

"Naminé?" Roxas had just stepped into her room with his disheveled head slightly tiled to the side; he must've noticed the streaks of tears on her face because his eyes widened in shock and he dashed frantically to her side. "Are you okay? Did someone hurt you?" His eyes narrowed as he mentally ran through a list of the possible culprits. "It was Larxene, wasn't it? Or Marluxia-"

Though she had been waiting for weeks for this moment she really didn't feel like seeing him right now. "I'm fine, Roxas." Her voice was thick with tears; why he seemed so concerned, she had no idea.

"No you're not," He replied sternly as he knelt down and pulled off his gloves. After tossing the gloves to the side he reached for her hands, and there was a strange stirring in her empty chest when she felt his fingers weave with hers. "Naminé," He glanced up at her with beseeching cobalt eyes, "If there's something bothering you please tell me - I'll make it better, I promise." He paused for a minute, looking away, and then his eyes returned to hers. "I can't stand to see you cry - to know that something's hurting you so much...it hurts me too."

His words from one month ago echoed in her memory, and it was her turn to narrow her eyes. "You said you'd come back," She said scathingly as she tore her hands away from his, "I waited for you, Roxas - you don't know how painful it was to sit here every day, in this exact same spot, hoping that you'd walk through that door." Her voice was beginning to break and her eyes lowered to her hands. "You promised you'd return the day after, but you never did."

"W-what?" A blond eyebrow quirked upwards in confusion, and Roxas scrunched his brow together as he forced his memory to tell him just what she was talking about. When he finally remembered both of his eyebrows lifted and he swallowed hard. "Naminé, I'm really sorry for breaking m-"

"I understand," The small girl turned away from him so he wouldn't see the tears fall. "You've been busy with a lot of missions, and-" She hiccuped, "-N-Number XIV."

His dark blue eyes widened at the mention of the Organization's newest member. "Xion? You know about her?" When she didn't answer his head lowered in shame and he rubbed the back of his head. "I know what you're thinking, and it's not true."

Her head snapped up at his words. "W-what are you talking about?"

Roxas shook his head and hesitantly reached for her hands again, and he breathed a sigh of relief when she let their fingers lace together. "I know I haven't been spending a lot of time with you lately, and with the arrival of Xion a day after I promised I'd come back to you it's perfectly reasonable for you to assume that I left you for her."

He took the words right out of her mouth; she nodded as more tears cascaded down her face, and she read the pain, the desire to wipe those tears away on his face.

"Well, despite of what you may think it's far from the truth," He explained much to her surprise, "It's all these missions that keep tying us up - you don't know how badly I've missed you this past month. Xion and Axel are this close to killing me because I can't stop talking about you."

She blinked as more tears trailed down her cheeks. "Y-you...you've been talking about me?"

He laughed and pulled her to her feet. "Of course I have," He grinned as he reached up to wipe away her tears; her skin tingled at the sensation of his gentle fingers skimming across her wet skin, "You know there's nobody else in the universe that matters more to me than you, Naminé. I thought you'd know that already."

She felt a warm bubble swelling up inside of her, and suddenly she felt guilty for being so frustrated with him. "R-Roxas…" She sniffled and pulled him close to her, hugging his waist and burying her face in the ebony leather.

"I'm sorry for hurting you, Naminé," He murmured into her hair, "I really should've kept my promise." He wound his arms around her waist and cradled her body, swaying side to side and comfortingly rubbing her back as she sobbed into his coat; he swallowed again and nuzzled his head against hers, breathing in deep, "I'll make it up to you, I promise - I'll visit you every day after I'm finished with my missions, and-"

The warm bubble inside of her popped; she shook her head and pushed herself away from him. "No, Roxas," She growled as she swiped at her eyes to remove the tears, "Don't you get it?" When he shook his head and stared back in confusion the frustration inside cackled wildly like fire, "You're part of the Organization; you're supposed to spend time with other Organization members. They...they need you more than I do." Her eyes lowered to her sandals and she felt his arms tighten around her waist again. "I'm better off by myself."

"Don't say that," Roxas pulled her in again and shook his head, "You're more important to me than anyone in this castle, Naminé," He touched her forehead with his and smiled shyly, "I can't explain why, but I'm drawn to you. There's...there's just something about you that makes me feel like I don't have to go on all of these missions. I don't need a heart to make me complete - I just need you."

She sniffled again as more tears trickled out of her big blue eyes. "B-but, what makes me so important? There's...there are better people out there, you know. People who can explore different worlds with you, people who can fight and defend themselves and not be so dependent on others for support-"

"You're talking about Xion, aren't you?" His voice was blunt, and it made the tears flow more freely. "Naminé, she's not what-"

"She's everything I'm not," The smaller blonde stepped out of his grasp and glared at him as more hot tears streamed down her pallid cheeks, "Everything you could possibly hope for! She's free to do whatever she wants; she can jump from world to world with you, spend the entire day with you - she can eat sea-salt ice cream with you whenever you wish and if you're having trouble fighting Heartless she can jump right in and help you out!" She choked on another sob and shook her head violently. "She feels just as out of place in the Organization as you, Roxas - you have so much you can relate to! She's perfect for you; why can't you see that?" Naminé sniffled and added in a lower, more pathetic voice, "She's beautiful, too - she's kind, selfless and sweet. She's worth spending time with; she's not a waste of space."

"What, and you are?" Roxas laughed sarcastically, and the smaller blonde glanced up at him. "Naminé, even if all of those things are true it doesn't matter to me; Xion's my friend and nothing more." He drew the memory witch towards him again, encircling his arms around her tiny waist and gently pressing her head against his chest. "You're kind, selfless and sweet, and you're not a waste of space. I'd rather spend all of my time with you in this room rather than jumping around the universe," He lowered his lips to her ear and whispered, "And personally, I think you're more beautiful." He pulled away from her a little and tenderly brushed her tears away. "You're not as worthless as you think you are, Naminé."

"I am worthless," She muttered stubbornly, "Look at me - I can't do anything useful. I can't fight-"

"So what if you can't?"

"-I can't defend myself-"

"Because that's my job."

"-the only thing I can do is draw these stupid, silly pictures that don't mean anything-"

"They're not stupid or silly," He pulled her over to the drawing hanging over her bed, "I don't think that one's silly at all."

She flushed momentarily, but her frustration overcame it and she shook her white-blonde head. "Roxas, I don't know how else I can convince you. I'm not worth your time."

"Then stop trying to convince me and accept the fact that I love you and only you," He smiled as her blush returned; he hugged her close to him and kissed her forehead, "It's true that Xion and I are very much alike, but honestly - would you really want to be with somebody that's exactly like you? That's like falling in love with yourself!"

Naminé sniffled and glanced up at him with tear-rimmed eyes. "Y-you love me?" She stuttered nervously, and her blush worsened when he laughed and nodded.

"Of course I do," He smiled and leaned down to clumsily bump his forehead against hers, "I thought you'd know by now, Naminé." He reached for one of her hands and placed it over his chest, where his heart should be. "The only reason why I don't have a heart is because I gave it to you."

She pressed her cheek against his collarbone and extended her arms so that they wrapped around his torso. "I-I love you too, Roxas," She mumbled into the well-worn leather, "No one needs you like I do."

He smiled for her and leaned in to kiss her mouth; a strange, new feeling coursed through her body, electrifying her limbs and spreading to the very tips of her fingers and toes. Her hollow chest was filled with another warm bubble, but this time it was expanding so rapidly she feared it would explode. When he finally pulled away from her the world melted back into existence, and she sighed when she felt his forehead against hers. "You are worth all the time in the universe," He whispered, "I'll be here every day, Naminé, I promise. I'm not going to leave you again."

She frowned. "But what about Axel and Xion?"

He chuckled and shook his head; his blond spikes tickled her skin. "I spend enough time with them; to spend my entire day with those two would only drive me insane." He squeezed her waist and pecked her lips before letting go; his hand found hers and he helped her sit back down on her chair. He noticed the sketchpad and eyed it peculiarly, pulling it closer towards him. "Hm, you started another one?"

She flushed. "Y-yeah, but-" She pointed towards the tear stains on the paper, "-it's kinda ruined now so I don't know if it's worth finishing anymore."

He pulled up his usual chair and reached for her crayons. "Don't say that - just because you've got some water on it doesn't mean it won't be nice when it's done. C'mon, Naminé, I know you can do it," He grinned his usual grin, and a strange fluttering made itself present inside of her empty chest, "The boy in your picture looks a little lonely."

She couldn't help but smile back, and she nodded as she reached into her crayon box for a pale, peachy colour. "You're right - he needs a companion."