The wind whistled shrilly as it rushed beneath the Mansion's eaves. Like a set of razor-tipped claws, it tore and rattled at the old, green window panes as though desperate to break in and wreak havoc. With the power out, the shadows were free to do as they pleased, and the horrible things crawled up the green walls in their liquid way, looking grey in the stormy darkness, and danced in time to the wind's menacing screams.

Doze drew his fleece covers upwards, stopping just before his nostrils, and closed his eyes, trying for the umpteenth time that night to shut out the noise. But it kept coming, and every thunk and every groan of the old Mansion's walls gave him a tiny jolt charged with fright. He hated the noise, the dark. It was an irrational dislike, he was aware that mere sounds could cause him no harm, but that didn't stop it from scaring him witless.

If only he hadn't misplaced Humphrey, then he could have avoided this entire mess. Having his nightlight snuffed out was bad enough, but not having Humphrey was the worst. Doze could ignore the darkness and the shadows, but without something soft to hold onto, something that would reassure him there was nothing to be afraid of, all manner of nightly thuds were free to taunt him as they pleased. And with the thunderstorm brewing outside, there were more than enough thuds and bumps to taunt Doze.

Lightning flashed livid white and threw the darkest of shadows upon Doze's walls. With a yelp, he pulled the covers entirely over his head. He shivered for a moment under his protective barrier of fleece, and then began to lower it only to pull it up over himself again when a clap of thunder split the air, loud enough to leave his ears ringing.

He couldn't take it anymore. He was a hair away from losing it. Somehow, Doze had to find somebody who'd let him room with them.

Cringing as another boom of thunder assaulted his ears, Doze slipped out of bed, tucking his feet into his fuzzy blue slippers as he scurried towards his bedroom door. He opened it and moved out into the darkened halls of the Mansion. The bulbs in the wall sconces were as dead as his nightlight, so the hallways seemed to stretch both ways into oblivion, with the sparse windows providing only a dim glow that failed to penetrate the darkness more than a few yards.

Doze sniffled and dabbed his nose with the sleeve of his pale-blue flannel pajamas. He felt pathetic for it, but he hated the dark. And loneliness. Staring down that seemingly endless hallways nearly had him in tears.

"Okay, Doze, get a hold of yourself." He could scarcely hear himself over the roaring of the storm as he gave himself a useless pep-talk in whispering tones. "You can be brave."

He wanted most to go to Snowman's room for, the one other time when this kind of event had occurred, she had let him share her bed and had kept quiet about his crippling fear of the night. But that time it hadn't been so dark and so loud. Her room was all the way on the opposite end of the hall, and then down a flight of stairs on the landing below. She would make it all better if he could get to her room, but he wasn't sure if he had faith in himself. He wasn't sure if he could be that brave.

He could feel the tight heaviness of a sleep headache ebbing its bothersome way into his head. If he didn't get moving, he'd end up standing there all night until what was a dull ache became a pounding agony.

Doze whimpered like a child and began to shuffle down the hall. He kept one hand pressed against the wall for guidance, lest he lose his way in the blackness, and the other nervously clasped to the collar of his pajama top. The artery in his neck throbbed in time to his wildly beating heart.

The thunder returned with an explosive vengeance, this time so loud that the sound-waves rattled the house. Doze hit the deck with a short scream, tucking himself against the wall as close as he possibly could. He couldn't escape them, the noise, the shadows. The darkness swirled, black with its evil substance, and the storm tore at the house, creating a terrific symphony of rolling thunder and pounding rain. Doze scrambled forward blindly on hands and knees, trying fruitlessly to escape the terrible noise that clattered and banged all around him, and threatened to tear away the last little strand of sanity he had left. But he couldn't escape. It wouldn't let him. The night, the darkness, it wanted him dead.

In the light-less hallway, he didn't even see the table until he bumped into it, head-first and dreadfully hard. A sharp pain spidered its way through the nerves in his forehead, and both his chubby hands shot towards the sore spot, which he found was warm and damp with blood. Upon the table there was a vase or a statue – in the dark, there was no way to tell – that wobbled off and fell to the floor, shattering and sprinkling Doze with porcelain shards.

He couldn't take it.

There was no way he was getting to Snowman's room now.

Doze crawled underneath the table, curled up as tight as he could, and began to sob.

"What the fuck is going on out here?" A door was flung open, the knob smacking against the wall with a sharp crack. "People are trying to sleep here, and there is enough fucking noise without you assholes dicking around."

Doze peered out from his hiding spot when he recognized the raucous voice. "I-Itchy?"

"Fucking hell, Doze, what are you doing?" Doze didn't have to see Itchy to know he was frowning.

"I...I..." He didn't want to say it. Itchy would make fun of him if he spoke of his fears.

"Are you crying?" Itchy's words contained a painful dash of condescending amusement.

Damn it. Even in the dark there was no hiding from Itchy. If Doze lied, Itchy would make his life even more hellish once the jerk discovered the truth. The mockery he'd receive for a lie would be downright scathing. For the truth, it would merely be painful. Doze decided to go with the option that would draw forth the least amount of tears.

"I'm scared, Itchy." Doze hated how pitiful he sounded, like some kind of helpless child. "I hate the dark, okay? And I lost Humphrey, so now – "

Itchy snorted. "Oh god dammit, you and that stupid bear!"

"Itchy, I'm serious!" Doze's words came out as a long, drawn-out wine. "I'm afraid of the dark, and the noise, and I just want to go to Snowman's room because I can't sleep alone like this and she's the only one who tolerates me, but..." He paused to wipe at the tears trickling down his face. "I can't even make it down the hall."

"Why don't you just use your fucking powers or something to put yourself to sleep? You certainly look asleep when you're strung out like that."

"They slow me down, not put me to sleep!" Doze's voice still quavered with sadness, but now it was tinged with anger. "Then it would take me even longer to fall asleep, and that would make it even worse."

Itchy sighed heavily, and then the two of them were engulfed in a dim halo of flickering light. It was only the flame from an oil hurricane lamp Itchy held in his left hand, but to Doze it could have been the light of heaven itself. The warm glow did wonders to take the edge off his fear.

"I ain't taking you down to Snowy's room." He paused to yawn without covering his mouth. "But you can stay with me tonight, as long as you promise to be quiet about it."

Doze slunk out from under the table, rose to his feet, and tugged Itchy into a hug. "Thank you, Itchy."

"Yeah, yeah, you're welcome. Now get off me." He shrugged out of Doze's embrace, and started looking around his messy room, holding the lamp aloft so the light could touch each wall. "Now where am I going to put your fat ass? Decisions, decisions."

Doze looked towards his feet, bashful as he played with the hem of his pajama top. "Itchy, uh, I though I was going to sleep in the bed with you."

"WHAT?" Itchy whirled around to face Doze, his jaw slack and his brow pinched forward in an expression of angry-looking shock. "Fuck no, you ain't."

"But, Itchy..." In the warm light of the lamp, Doze's huge eyes glittered with tears. "I can't sleep without something to, well, hold onto."

"You have got to be fucking – fine. Fine." He stomped over to the bed, set the lantern down on his nightstand, and flipped back the covers. "You can sleep with me. Just don't try any funny shit, or I will throw your ass back into that hallway faster than you can say, 'I am Doze and I am a fucking pussy.'"

Lightning flashed again outside, making Doze jump. "O-Okay. I w-won't do anything bad. I p-promise." He pointed to the bed, his hand shaking. "C-can I go in the bed now?"

"Yeah, just go." Itchy stretched and yawned, reaching his long, skinny arms towards the ceiling. "The sooner you get to sleep, the sooner I get to sleep too."

Doze climbed into the bed then wiggled his way beneath Itchy's patchwork quilt. It wasn't as soft as Doze's own blanket, but it was warm with the heat from Itchy's body and scented with the minty aroma of his cologne. When Itchy snuffed out the lamp and climbed in beside him, Doze reached out and clung to the baggy cotton fabric of Itchy's t-shirt. Doze could already feel his heart-rate begin to slow as he surrendered to Itchy's comforting presence, but with the storm still raging outside, he still wanted desperately to cuddle.

"Itchy?"

"What?" He didn't sound annoyed anymore. Just tired. That came as a great relief to Doze, who did not like the idea of his friend being mad at him.

"Is it okay if I, um, ah, p-put my arms around you?"

"I already told you it was fine if you wanted to fucking cuddle me. Just don't pinch my nipples or some shit like that."

Doze giggled and found himself almost tempted to try it. He was, however, too grateful for Itchy's kindness to attempt such a thing, so he wrapped his arms around his friend's waist and held him close. Sighing contentedly, Doze buried his face into the nape of Itchy's neck, enjoying the other man's pleasant scent and feeling even more secure than he did when cuddling Humphrey.

Doze was surprised when he felt thin fingers lace themselves with his own. "Um, Itchy?"

"I apologize for making fun of you a bit back there." He gave Doze's hands a squeeze. "That was douchey of me. To tell you the truth, spiders freak me the fuck out, and if someone laughed at me and called me a pussy, I'd feel like a load of shit. So, yeah, sorry."

Doze's cheeks grew hot with blush and he squirmed in even closer to Itchy. "Itchy, I..." He nibbled his lower lip, unsure of how take his thoughts and turn them into words. Then, after a moment, they came. "Thank you. Thank you for being my friend."

"Eh? No prob. And if you get scared again, feel free to come in and get my ass up. Your cuddling isn't as annoying as I though it was going to be, I could get used to this shit." He freed one hand and drew the covers up over them both. "Now let's get to sleep."

Doze made an affirmative noise, then closed his eyes, snuggling himself tight against Itchy's slender, but alarmingly comfy, body. And, though the wind still screeched and keened, and the thuds still shook the Mansion's creaky walls, sleep finally claimed Doze, because he no longer had any reason to be afraid.