Oh, what a terribly stormy night it was. Ingrid Third sat up on her bed and hugged her blanket tightly with both hands. The bed sheets beneath her felt cold and the air smelled like dirty, rainy streets. She grimaced. The idea of having sudden sleep problems on a stormy night like that wasn't pretty. Neither was the fact that she felt cold and hungry and her favorite 'David Coperfield' book was too far to reach. She was looking outside the window, her face; expressionless.

She tried to relax again. Her mind was now floating somewhere. Then she suddenly recalled Fillmore. 'What could he be up to?..Well, he's probably fast asleep..' thought Ingrid, her face had obtained a silly disappointed look. She ignored it.

'But then again, the storm could have woken him up..after all, I'm as superstitious as he is.' She cracked a small smile. Then in a second, her ears caught a weak but disturbing sound. It wasn't coming from the outside. She quickly opened her drawer only to unveil her small walkie-talkie and her phone. It certainly was her talkie.

-'Third.' she spoke, her voice still cracky from sleep.

-'Aye, Wonder-girl'

Fillmore. How "irrelevant". She chuckled.

-'Well you sound just fine for someone who's supposed to be sleeping! It's 2am..' she paused 'Wait

Wonder-girl? What's the catch Fillmore?' she knew Fillmore. That particular Fillmore.

-'No catch..Third. Just..uh, checking up on you.'

-'Spit it out, sashy.' She encouraged him.

-'Fine, little freak.' he mumbled.

-'Oh, what was that?'

-'I can't sleep, happy?' he sounded like a stubborn child.

-'Undiscribably happy' she smiled -as if he could see her-. Fillmore's ways were unique.


she sighed quietly.

-'I knew this wasn't only about chatting. Well, what am I supposed to do now?' she gave up.

Fillmore was way too good. 'invite you over or something?'

-'You could.' His voice had brightened up.

-'But I wouldn't.'

-'Come on, In..' she could even picture his face. He'd definitelly put on that ultimate please-please-please

kind of look.

-'What's in it for me?' she joked. 'My parents are here, asleep. You can't just come in like there's nobody around

at 2am, you know.'

-'The kitchen window.' it wasn't a question.

-'the kitchen what?' she asked him blankly.

-'You could open the kitchen window, I'd quickly slide through and surprise, surprise, I'd be in.'

-'One can dream..' Desire. She wanted him to be there with her, that was the truth. She didn't know why though. She very well knew that she'd probably see him the day after. But the way he was innocently begging her to let him in. She couldn't take it. Fillmore, her best friend, that was all she needed that stormy night.

-'You know how I always say; I win everytime? Well maybe it just isn't my lucky day..' he sighed loudly.

'Fillmore.' thought Ingrid.

-'eesh, what the heck? Fillmore..'


-'You're officially invited.'

And she wasn't sure how, or why but it was all suddenly settled, her and her beloved parthener would spend that night together.

Minutes later she heard him, quetly crawling through the kitchen window like a true spy. He was only carrying an umbrella. It's Needless to note that it looked soaking wet. He carefully avoided the sink and jumped down from the counter.

His eyes were already used to the dark so he could easily distinguish her. Her short black hair that had grown longer through the years, was all messy. 'How nicely clumsy she looks in these pajamas.' he thought to himself. He couldn't help but smile.

-'Looky who's here.' she started. Her voice nothing but a whisper. 'you were quick.'

He had barely opened his mouth when she gently placed her finger in front of his lips, to keep him away from sudden and pointless conversations in the middle of the kitchen.

He raised an eyebrow, confused, as they sliped into her bedroom. They were nothing but shadows. She sat on her bed again, with a puzzled look on her face. Fillmore was still standing in the middle of the room -'it's like he's standing in the middle onowhere't thought Ingrid-.

-'What's wrong, officer?' she giggled.

-'Your room looks mightier on a rainy night like this' he pointed outside. His face was lit up by the lightning. It had kind of reminded her of those silly movie scenes.

-'Is that the main reason of your visit? Because if it is, I'd rather just sleep on my own.'

She tried to cover up her giggle but didn't manage to. Of course, the only person in the world who could make her relax and think calmly was Fillmore. She had no idea why. Sure, they had known eachother for a few years and they had had the time of their lives together but they also had this extraordinary connection between them. She could understand his every thought and he could read hers, he'd say something she'd complete it. She knew his feelings, his worst fears, worries, she'd be the first to understand when he was be truly happy. He didn't even have to open his mouth.

-'You know this still feels kind of awkward.' He said in a rather nervous tone. He walked up to her wardrobe and opened it up. There was no need to search, her sleeping bag was on the top shelf just as he remembered. He picked it up. All of a sudden he was surrounded by a new and strange feeling. He had always felt so comfortable at Ingrid's..but now it all seemed distant. He glanced at her. Ingrid looked intimate. Ingrid made him feel safe, like nothing could ever change. But why did she have to subconsciously make him him notice how unique she looked that night? Why was he subconsciously trying to drawn himself in the smell of her bedroom, her smell?

-'Zip it, belt' she whispered playfully. All he could do was smile. She tried to help him with the sleeping bag but he -as kindly as possible- refused to give in.

-'Aye, I got this'

-'You do?' she raised an eyebrow as her glance fell on the sleeping bag, it looked awfully tangled.

-'Save it, Third' he tried to sound strict.

-'Cool' she laughed. 'I'll go get myself some milk, you want some?'

-'Milk? sounds gangsta..count me in!' He chuckled.

She grimaced and walked out of the room. She walked across the kitchen on tiptoe , she was extra sneaky, She carefully opened the fridge, got the milk out and poured it into two large mugs. Surprisingly, her and Fillmore shared the same love for lactose.

Her job there was done. She wrapped her fingers around both mugs and tiptoed back into her bedroom, only to find her partner asleep on her not so untangled sleeping bag. She felt her stomach tighten. She didn't expect him to be asleep. And she felt surprised, their plan was to help eachother fall sleep, and it had worked perfectly, without all the awkward goodnights and other sorts of things. Why did she feel so alone, all of a sudden?

She left both mugs on the bedside table. She didn't feel like drinking that milk all by herself, instead she walked past her sleeping pall and jumped into bed. 'Goodnight, Fillmore' she whispered

The storm had grown stronger. Thunder and lightning, the sound of the unstoppable rain and the powerful wind, her thoughts. She closed her eyes forcing herself to ignore the hideous weather and forget about the fact that her so called best friend was lying on the floor, only a few centimeters away from her bed, sleeping peacefully in her sleeping bag. She groaned quietly. No matter what she did, her thoughts would just come back and torture her. She grabbed her head with both hands.

'What is wrong with you?' ofcourse she was only talking to herself 'I knew this wasn't a good idea..Ingrid Third, I say get him out of your brain right now!' it felt just like she was screaming inside of her head. She turned around. She was slowly loosing her mind in her memories. Her photographic memory didn't seem like an advantage to her anymore. More like total junk. She knew she would't be able to fall asleep and all that because of him. -'No, it's only because of the storm';Ingrid's explanation.- There was only one solution left.

-'Fillmore.' she called his name, blankly staring at the dark individual next to her bed.

He turned around. It definitely didn't look like he was sleeping.

-'You OK In..?' he asked her imidietly.

-'I can't sleep.' she said in a low tone. She knew she'd regret doing all that later.

He didn't answer, he was only staring, trying to focus his eyes on her face.

-'I-I apologize for waking you up..eesh what is wrong with me?'

She was just about to turn around and end that pointless conversation when he spontaneously grabbed her covers, his grip was strong. She looked at his hand.

-'What's that all about?' she certainly looked surprised.

-'I lied.'

-'When ?'

He took a deep breath.

-'I wasn't asleep.'

She gasped.

-'But..but you almost made me believe-'

-'I admit, I was trying to get some rest but I didn't manage to.' he cut her off.

She sighed and closed her eyes. She opened them and he was still there, waiting for her response.

-'Why did you do it?' she blinked.

-'I...' he stuttered.

-'You could have told me Fillmore, why were you avoiding me?' she crossed her arms.

-' I wasn't avoiding you! I mean..my thoughts..'

She waited for his answer.

-'I felt awkward and unrelated, I couldn't stand another talk..' he looked down, he was still holding onto her blanket. Shame. He couldn't express his feelings, not all of them. Neither could he explain his thoughts. He felt like he was miles away. Lost. 'Maybe all this wasn't a good idea, maybe I shouldn't have come.'

-'But you did..' She felt awful. She knew he was hiding something and that knot in her stomach wouldn't go away. 'And you were the one who was begging me to, I wanted you to come..I really did.' she felt her eyes burn. What had gotten into her? 'Talk to me, Fillmore.'

-'I can't ' he snapped out of his daze. He couldn't stand her smell any longer, that intoxicating aroma that filled her room. He was afraid of his own self and his actions. He got up and walked towards the door.

She watched him. She felt weak and worthless. Her eyes began to water. The whole situation was stupid, ridiculous.

He turned around just to say 'goodbye'. He knew the whole thing had been a mistake. 'Tomorrow will be better. Tomorrow we won't even remember about any of this.' he wished.

And then he saw her, wiping her tears. He flinched. Ingrid Third, was crying?

-'In..In, I-, don't..oh Ingrid.' he quickly walked back to her bed and sat on his knees. He lifted her bangs up and touched her forehead. She pulled away.

-'I'm sorry, Ingrid, I swear-I...feel so stupid.' he couldn't take his eyes off her. Why did she have to look so perfect?

-'It's not...what' she lightly sobbed. 'you said..it's..you.'

He raised an eyebrow.

-'I don't know what has gotten into me, I feel like..' she sobbed again 'I can't control myself..around you.'

He slightly pulled away.

-'That's exactly what I'm feeling..I didn't want to make you feel wrong about me..'

She tilted her head up and for a brief second they were both silent. She felt like she didn't know how to be honest with him. She was pressured. Without even thinking about it she pressed her head on his chest and soaked his dark green t-shirt -she knew it was his favorite- with her tears.

His eyes widened and he wasn't aware of his actions any longer. He slowly climbed into bed, -he didn't want to scare her off- and gently wrapped his arms around her unprotected body. And they just sat there. Silent. He could only feel her unsteady breath warming up his chest and her sobs that filled the darkened room.

-'Ingrid..if I promise to be honest..' he felt like shaking, 'will you please stop crying?'

She nodded, still looking at the ground.

-'I Promise..'

Honesty time. Honesty time. Honesty time.

He touched her chin -he tried to be as gentle as he could- and tilted her head up. Her eyes, still watery, their lips inches away from one another. He looked deeply into her eyes.

-'Tonight has been crazy..but the craziest part of all is that you made me think differenlty, about you..about..us. I'm not sure how this is gonna work out but this world is too wonderful, to let this experience slide through.'

And with that and a deep breath he shut his eyes and pressed his lips on hers. She froze. Her hands, the tips of her fingers and toes were frozen, but the knot in her stomach had magically disappeared. Not knowing what to do she responded to his kiss, but in her own special way. Her first kiss, with her first ever and true best friend. Fillmore; could he be her soul-mate? Now his lips, soft and surrendering tangled with hers. She felt light-headed, like heaven had just exploded in her heart, the awful feeling of emptiness was gone and was now replaced by pleasure and something unprecedented.

He placed his hands on her cheeks, thrilled by the experience but after a second he broke the kiss. He saw tears running down her face and his palms were wet.

-'Ingrid..you promised.' his face had turned extremely sad in fractions of seconds.

She threw herself on him wrapping her arms around his neck, and held him tightly.

-'It's my turn to be honest.'

He shivered.

-'Cornelius..' she knew the use of his first name would enrich her statement with some more meaning. 'I'm glad you came.'

He pulled away only to wipe her tears. Smiling widly he lifted up her bangs again and kissed her on the forehead. She was blushing like crazy, and she felt lucky that he couldn't observe that in the dark.

He kissed her again, this time with more courage and certainty, she could't resist. He wrapped his hands around her waist -as she let hers rest on his neck- and gently pinned her down, tracing his fingers up and down her spine. She let out a soft moan. He broke the kiss and lied next to her. Even in the dark her skin looked white like the snow. She moved closer to his chest and closed her eyes.

-'Goodnight, Ingrid.' he whispered.

-'Night, Cornelius.' she replied, already half asleep.

He grimaced in the sound of his first name as he drifted off to sleep next to her.

The storm began to settle down. His face was full of love, for his best friend, his partner, the one and only; Ingrid Third. The girl that changed his life.

Her face was full of hope. Fillmore's ways were unique and she loved him way too much for that.

Author's Note:There we go! My first ever published FF :) [well, on here actually]

Told ya it was a fluff, but who doesn't like fluffs? ;)

*Well since I'm new here, and since only a few people remember Fillmore! a.k.a. the most amazing show to ever 'walk' this planet. I'm not gonna ask you guys to R&R. Aw, crackers. Who am I kidding? I'd love to hear your thoughts on this.