Disclaimer: I do not own Uta no Prince-sama or the characters.

Notes: This is just friendship-fluff between Otoya and Tokiya. I read about Otoya's mother in game spoilers. Sure, he might not remember a lot about her as he was just a baby when it happened, but there would still be something to subconsciously remind him of her. This is another idea that wouldn't leave me alone, so it was written. Like I said, it's just friendship, so there is no shounen-ai warning this time. I would like to warn about possible OOC-ness. Anyway, enjoy!

Tokiya stirred as he felt someone standing nearby. He slowly opened his eyes and turned to his side. He couldn't say he was totally surprised that Otoya was standing by his bed, though it did startle him a little. "What is it?"

"Um...Tokiya...can I sleep with you tonight?"

"What for?"

"I just..."

With a sigh, Tokiya shifted over. "Just don't steal the blankets or kick me. If you do either of those then it's right back to your bed."

Otoya smiled and climbed into the bed. He set his pillow down and rested his head against it. "Thank you."

Tokiya allowed a small smile to cross his lips. "Don't worry about it." He closed his eyes.

Throughout the night, Tokiya woke again, and again it was because of Otoya. "What is it?"

"Sorry, I just..." He'd been trying to carefully wrap his arms around the older boy, but it didn't work too well.

"Can't you hold your pillow or something else?"

"No. I..."

Another sigh. "Alright." He felt the smaller boy's arms wrap around his torso and felt him against his back.

"Thank you."

"It's fine, now go back to sleep." Tokiya sighed softly as he closed his eyes again.

Not even an hour later, Tokiya was again woken by Otoya. He was about to growl and kick the guitarist out of his bed, frustrated that he was already missing his sleep, but one sound stopped him. A sniffle. "Otoya?"

"I'm sorry for waking you again. I tried to be really quiet."

Tokiya grew concerned. He wasn't used to seeing the redhead crying. He turned in Otoya's hold. "What's the matter?"

"I don't know. I just felt really sad, and then...then I just started crying..."

His dark blue eyes softened as he moved his arms so he could embrace the smaller teenager. "Then, just cry."

Otoya's sobs grew in volume, and he shed his tears against Tokiya's chest.

Tokiya held Otoya, even after his sobs had quieted. He'd once remembered hearing that Otoya lost his mother in a plane crash, but he couldn't really remember her. Come to think of it...isn't today the anniversary of that? It was no wonder Otoya felt so sad. "Otoya, have you been thinking of your mother?"

"Do you mean from the orphanage?"

"No. I mean your mother."

"I...I can't really remember her. I was just an infant when she died."

"But, there is something you can remember about her, isn't there? There is always something to remember about the first person we see after we're born."

"Well..." Otoya closed his eyes, and felt Tokiya hold him closer. "I do remember that she had a beautiful singing voice."

"You can remember her singing to you?"

"Is that weird?"

"No, not at all. It's a memory to treasure."

"Tokiya..."

"Otoya, do you think you can sleep now?"

"Um...I'm not sure. I mean, I feel tired, but..."

The older teenager's eyes softened as he smiled gently. "I can help you then."

"You're being so nice to me tonight. Thank you."

"It's alright." He gave the redhead a gentle kiss on the forehead. "Just close your eyes and relax." He waited until Otoya had done as requested before opening his mouth and singing a tender lullaby.

Otoya snuggled against Tokiya, thankful he had such a caring friend. He smiled in his sleep as Tokiya's voice lulled him.

"Goodnight, Otoya." Tokiya closed his eyes again, and for the rest of the night, both boys were able to sleep.