Even though it's a very common surname, I decided that there totally needed to be a Doctor Who/bandom crossover wherein Spencer and Sarah Jane Smith were related. And it kinda went from there.

Title: The Storybook Hour
Author: Mandy/sekkritbandomlj
Pairings: Ryan/Brendon, Jon/Spencer, Brendon/Spencer
Rating: PG-13
Word Count: 68,450
Summary: They were going to be a band. That was the plan, at least, right up until the point that cheer coach grew eye stalks and razor sharp teeth and tried to eat Brendon. Then they got a little sidetracked.
Disclaimer: None of this happened. Ever. Sarah Jane Smith is fictional and in no way related to Spencer Smith despite the fact that they share a last name. Doctor Who, Torchwood, Sarah Jane, the Doctor, Martha Jones, and all those other lovely little fictional people, organizations, and aliens? Totally all the BBC's. (Except for Georgie, who is B's.)

Notes: Nearly all of this was originally written not as fic, but rather directly narrated to belle_bing over AIM and GTalk. It's been cleaned up since and subjected to the lovely beta-ing skills of belle_bing and flyingtapes, as well as my own humble editing talents, but it's still very much an "oral" story and not a completely polished fanfic (as can be seen by my random outbursts of netspeak and all-caps), and at times it can be confusing and repetitive, as I told it in a rather haphazard manner with no regards to chronology, though I've since attempted to rework it into some semblance of order. And yeah, I kind of have a torrid love affair going on with run-on sentences, but shh, don't tell anyone.

I've played fast and loose with band canon because my knowledge of it is very, very vague, as most of what I know I've gleaned from AU fics or I've specifically asked B to tell me, since, um. RPF still squicks me out to a large extent so I never research band canon in any great detail? Yay.

If anyone's curious and would like to know, this is what a Little Tykes piano looks like. Also, for anyone who's interested, here is a timeline of the events mentioned in this story.

The first thing the boy really remembers is the music. He's hiding in the bushes, scared and alone, and there's someone singing or talking or something, and it sounds beautiful. He can't understand what they're saying, but in intrigues him, and he creeps out to listen. It's a woman, and when she sees him she falls silent. He asks her why she stops, and her mouth goes round, either to whistle or to show surprise, though he isn't sure which. He hasn't quite figured out facial expressions yet.

The woman doesn't really look at all like the people who live nearby, the ones he's been watching from the trees for a few days now. He stays far enough away so that they can't hear him (which also means he can't hear them), but close enough to see. She's pale like him, but pinker. She has straight hair like him, only it's a bit lighter, a lot longer. He's never seen her before, but she looks more like him than anyone else he remembers seeing, ever, and he wonders if that means something. When he asks, her eyes widen even more.

She approaches slowly, like the men he's seen tracking animals, and the boy wonders what kind of beast she's tracking. He hasn't seen any animals around, but maybe she has. She's certainly taller than him, after all.

When she gets close, she takes him by the shoulders and pushes his hair away, looks him all over, grunts at him in a gentle voice. Soft, purring, rhythmic grunts that are soothing and comfortable, almost like music, but nothing like language, and he laughs. She's very silly, he thinks, with her grunts and her caution. She bares her teeth at him, and for a moment he's frightened, because it's a very scary, very threatening look. Then he realizes that's just what a smile looks like, and he relaxes, smiling shyly back.

They smile and make faces at each other for a while, until both of them are laughing, and the boy thinks this is great fun, wonders why he hasn't tried to approach the dark people who live nearby. (But they're tall and scary-looking and they don't look anything like him, really, and the woman is at least the same color, almost). Then she notices the way the pocket of his pants sags, and points to it, making a questioning noise. The boy shrugs and takes out the heavy thing.

He doesn't know where the heavy thing came from, or what it is – it's just always been there, weighing down his pocket. It's round and stupid and he doesn't like it very much of at all, but he can't get rid of it either. He would feel weird without it, he thinks, he wouldn't be him, because it's always been there, so it must be a part of him, right? Like his toes and his hair and his pants and his arms.

The woman stops laughing as soon as she sees the heavy thing, and the boy gulps and moves to tuck it away in his pocket again, but she stops him and takes the heavy thing from him, studies the markings on it. Everything gets confusing after that. The woman won't give back the heavy thing, no matter how many times he asks for it. She makes him come with her, grabs his wrist and drags him along.

They end up at a place where there are people everywhere, tall people, strange people, and it's scary. He wants to run away and hide in the wild again, but she has the heavy thing, and he can't leave the heavy thing behind. It's a part of him. And. And the place with all the people may be scary, and he may not like the woman for taking him there, for taking away the heavy thing, but at least she's familiar. And she made music, before.

Whimpering softly, he clings to her legs, hums shakily to himself as all the people move about, grunt at each other, make noise. Their grunts are different from the woman's, not bad, but. Different. Things happen, confusing things, and before long he has more than just a pair of pants with an empty pocket. He gets new pants and shirts and things that go on his feet, protecting them from rocks and stickers. They're tight and a little uncomfortable, but he likes them because they let him run fast and he doesn't have to worry about stubbed toes anymore. He laughs and dashes about, but doesn't run away, because the woman still has the heavy thing.

After a few days, she takes him to place where they have to wait in lines for a long time, but he doesn't mind too much – there are lots of things to look at, noise and people and he feels a bit safer now that he knows he can run away fast if he needs to. He maybe tries to take the heavy thing from the woman's pocket while they wait, but she catches him, slaps his hand, and glares at him, making upset grunts. He's starting to think that maybe the grunts mean something, that maybe they're words, but he's not saying anything definite yet. They still sound stupid, in his mind.

They're waiting and he sees something outside though the glass and it's, wow, it's huge, a white, metal bird! He wants to go look closer, but the woman has him by the wrist and he can't go, so he points and asks her what it is because it's AMAZING. Though he doesn't think it's really a bird, he thinks it might be an automatic thing, like the carts they rode around in, only with wings. These can fly. And he's going to get to ride in one! This is the best day ever.

They have to ride in the not-bird for a long, long time, and it's interesting, but he has a hard sitting still for that long because he wants to know why it flies, and how it does it, and if it can go faster, or slower, or corkscrews, and what makes it go, and everything, everything about it. In an effort to keep him from dismantling the not-bird, the woman tries to teach him grunts.

She's tried this before, and he's mostly ignored it – though he paid attention long enough to learn that the hot, bitter, yellow-brown liquid she drinks is called tee, because he likes it and wants to know what to ask for. Now he learns other grunts too. Bred and shoo and hand and foot and any number of other simple things. The woman, he learns, is called Sarajain. "Sarajain," he pronounces clearly, pointing at her and smiling tentatively. She nods, which he knows means "yes." He frowns and touches his finger to his own chest and asks who he is, if she's Sarajain. But she still doesn't understand his words, and it's clear that she thinks he's saying his name.

She points at herself. "Sarajain," she says, then she points at him, says, "Ryan," and smiles. It's a nice smile, so he smiles back. She doesn't repeat the phrase quite right, it sounds funny, not like the words he said at all, but all blended together and different, and he thinks it wouldn't be a bad name, so he nods. Thus he becomes someone where before he was no one.

When the big not-bird lands many hours later and they get off, Ryan knows that they have to have traveled a very great distance, because everything looks different, even the people. Many of them are pale like him, and not nearly as tall as the people he is used to seeing. When they go outside, it is just as warm as before, but the air is dry instead of moist, and there is very little green and a lot of brown. Sarajain leads him to a yellow cart-thing and she grunts at the person who is steering it before climbing in next to Ryan. They sit in silence while the cart travels, and he stares out the window at all the people and the buildings and things.

The cart pulls to a stop, and Sarajain rests a hand on Ryan's scrawny little leg to get his attention, then takes his hands and places the heavy thing in them. The look on her face is very serious as she does this, and he understands that she is doing this because she trusts him to take care of it, trusts him to not run off now that he has it back. Ryan, for his part, wonders what it means that she's finally returning it after all this time. Still, he's glad to have the heavy thing back, feels better with the familiar weight of it in his pocket as he clambers out of the cart.

Once outside, Sarajain takes his hand, and leads him to the building, knocks on the door. A woman answers it, and she and Sarajain smile at each other and chatter at one another in their quick, grunting language before the woman steps aside so that Sarajain and Ryan can enter. As the woman moves away, Ryan sees for the first time that there is another boy there, one not much bigger than him. Ryan has seen other children, but he's never been this close to one before, and he shrinks back, a little scared.

Sarajain notices Ryan's shyness and laughs. The other woman smiles again and glances down at the boy, saying something soft and quick. The boy listens, nods, and steps forward, taking Ryan's hand and tugging at it, pulling him away from Sarajain. Ryan is reluctant to go, gives Sarajain a pleading look, but both women are already moving away, leaving the boys alone. The other boy tugs impatiently at his hand, and Ryan gulps and follows. He tells himself he will be alright – he has the heavy thing back, and he has on his shoos. He can always run away if he needs to.

The boy leads Ryan to another room, and there things all over, brightly colored things that aren't clothes or food or plants or anything like what Ryan's seen before. He lets go of Ryan's hand and asks something, but Ryan still doesn't know enough words to understand what is being asked, so he shakes his head. Unsure of what to do, Ryan touches his chest, and says, "Ryan." Then reaches out to touch the other boy's chest and ask his name.

The boy studies Ryan for a little bit, titling his head to the side. Finally he thumps his chest, says, "Spencer!" and grins. Ryan smiles shyly back, shuffling his feet.

When Sarah Jane and Spencer's mother come looking for the boys a few hours later, they find them sitting on the floor of Spencer's room, bent over the toy piano Spencer got for his third birthday. Spencer watches with wide eyes as Ryan's fingers move carefully across the keys, trying to match the sound of the piano to the words he's singing. Neither boy takes any notice of the women standing in the doorway.

Drawing back some, Mrs. Smith turns to her husband's cousin. "That boy's not normal, you realize," she says, arching an eyebrow.

Sarah Jane sighs and rubs her forehead. "If you could just keep him out of trouble for a while, I'd really appreciate it," she says with a grimace.

Mrs. Smith laughs. "Sarah, you've brought me a child who Spencer hasn't tried to fight within ten minutes of meeting. I doubt Ryan will be any trouble at all."

[ Storybook Hour and the birth of Black Belinda: ]

The band is originally Ryan's idea. Which means that he looks up from his guitar one day and says, "You know, if we had some songs, we could be a band."

Spencer stops idly drumming on the coffee table and fixes Ryan with a look. "Ryan," he says in that tone of his which makes it clear he can't believe he has such an idiot for a brother. "You need more than drums and a guitar to have a band. For one thing, I think you need to have at least three people."

"I can play piano too," Ryan points out.

"You can play Susie's Little Tykes piano. It has eight keys and they're rainbow colored," Spencer says. "It's a xylophone with keys."

"I can play it," Ryan insists. "I bet a real one isn't that much harder."

The sad thing is that it probably wouldn't be that much harder, Spencer thinks. Not for Ryan, at least. Ryan can pretty much learn anything he puts his mind to, except for math – Ryan and math will never see eye-to-eye. "Still, I think it's a duo if you only have two people, not a band," says Spencer. "I mean, yeah, the White Stripes are drums and guitar, but they're not a band, really. And people would call us copycats."

"You could play piano," Ryan suggests. "That's a percussion instrument."

"I like drums."

"Or bongos—"

"No."

Ryan considers his guitar quietly for a few minutes, then says, "Guess we'll have to find a third person," and Spencer groans.

This is when they're fourteen. Ryan writes a few songs – more like free-verse poems that he insists can be set to music, really – and they're all about love and heartache and being dumped by your girlfriend, which Spencer points out is stupid, because Ryan's never even had a girlfriend. It doesn't matter, as it turns out, because the few times they try to play any of Ryan's songs, the drums drown out the guitar and Ryan's voice. But even when Spencer plays really softly, it still doesn't sound quite exactly right. There's something missing.

Ryan tries to convince their sister, Stacey, she wants to learn piano. "Come on," he wheedles, "we can be a family band. It'll be fun."

Stacey knows to be suspicious of that which her brothers call "fun." She remembers what Spencer insists on referring to as, "The tragic and cautionary tale of Malibu Barbie."

(The moral of the tragic and cautionary tale of Malibu Barbie was "always wear sunscreen."

"Spencer," Stacey contended, "sunscreen would not have saved Malibu Barbie. You set her on fire."

"It was a metaphor," Ryan said.

Stacey did not appreciate their attempt to teach her to always remember to put on her sunscreen before she went outside. She told Mom and the boys got grounded for a week and had to buy her a new Barbie, but it wasn't the same, because the new one didn't have a super-cute haircut like the last one, as Ryan was annoyed about Stacey tattling on them and refused to cut the new doll's hair for her, even though Stacey asked politely and said please and everything.)

"Your songs are boring. You should write songs about unicorns," Stacey tells Ryan.

The very idea that he do such a thing so shocks and offends Ryan that he and Stacey don't talk to each other for over a week. Which is really something, since Stacey is Ryan's favorite, after Spencer – Susie's too bouncy and not nearly mature enough for Ryan's peculiar sensibilities. Spencer eventually gets tired of the cold, sullen silence between his siblings and takes it upon himself to smooth Stacey's ruffled feathers and convince her that this isn't one of their many elaborate plans to torment her. He maybe goes so far as to bribe her by agreeing to do her share of the household chores for a month. She's cunning enough that she manages to also extract a promise from him that he'll get Ryan to write some songs about happy things like unicorns. Spencer doesn't know how he's going to accomplish that, and he hopes that when he asks Ryan it doesn't just make things worse – he's the one who has to share a room with Ryan, after all.

Ryan's feathers, of course, are much harder to smooth than Stacey's. Spencer tries reminding him that Stacey is only just barely twelve and that she's hardly going to be interested in playing drama-filled ballads of teenage angst. "She says she'll do it, but we have to have at least two, three songs involving unicorns and stuff," Spencer tells Ryan. Before Ryan can shoot down this requirement, Spencer hurries on and says, "Just because it's got unicorns doesn't mean it has to be all happiness and light. The unicorns could act as a metaphor. Like... a commentary on, uh, the impact of industrialism on the environment. Factories are destroying the unicorns' natural habitat and leaving them homeless. Like in The Last Unicorn."

Ryan is not convinced, but Spencer can see he's at least considering it now. "That's not what that book's about at all," Ryan points out.

"Could be, though. King Haggard represents the greedy industrial complex, monopolizing the natural resource of the unicorns and keeping everyone else from having access to them."

"...there'd be problems with copyright violation," Ryan mutters. "I'm pretty sure Beagle is still alive."

"Then use something else! The Wizard of Oz is supposedly about the gold standard," Spencer says, obviously exasperated.

Ryan glares – he hates it when Spencer parrots back the various bits of random trivia that Ryan's shared with him. At least, he hates it when Spencer uses them against him. "It'd never work," he grumbles, "People won't take us seriously if we have songs about unicorns."

"Ryan. You're trying to convince our twelve-year-old sister to play a toy piano in our band," Spencer grinds out. "No one is going to take us seriously."

Ryan writes songs about childhood favorites, about The Last Unicorn, Alice's Adventures in Wonderland, and The Velveteen Rabbit, changing them enough so that the stories are still recognizable, but there's a more serious thread underneath the whimsical lyrics. He finds all the dark parts of the stories that their parents skimmed over and when they were little and elaborates on them, not explaining so much as hypothesizing about what might be meant. Stacey is a bit unsure at first, though she likes the Alice song a lot, because that's always been her favorite book.

She doesn't like it enough to stick with Ryan's ambitious practice schedule, though, and after a few months she bows out, as much because she'd rather be doing other things as because there's only so many times she can go head-to-head with Ryan over things before she knows to call it quits. Stacey Smith may be twelve, after all, but she's just as bright as her brothers when it comes to some things.

Spencer finds he's actually a little sad when Stacey flat-out tells them she's done, because hey, they were getting to be pretty good while it lasted, and it was fun too, in between the shouting matches. Ryan mopes about it for what seems like ages afterwards, in a funk because he hasn't got a band and this time he can't blame Stacey, because she did try. It just didn't work.

It's nearly a month later that Spencer comes home from marching band practice to find Ryan ensconced in front of the family desktop, pouring over adverts for used cars on the Vegas Craigslist. He's completely oblivious to Susie, who's hanging off the back of the computer chair and begging him to get of so she can play Zoombinis.

"Spencer!" she cries out as soon as she spots him, running over to cling to his legs. "Make him get off, Spencer. He's been on there for hours and I wanna use the computer. I've finished my homework and everything."

Being the wonderful big brother that he is, Spencer pries her off and then proceeds to ignore her, instead walking over to claim the spot she just gave up, draping himself over Ryan to see the computer screen. "Why the hell are you looking at cars," Spencer asks conversationally. "Neither of us can even get our learner's permit yet."

"Age limit is fifteen and a half to get a learner's permit, we turn that in a couple months. And you only have to wait three months to transport under-eighteens if you're under eighteen yourself – and that doesn't even apply to immediate family," Ryan says as he clicks through links.

"We don't need a car," Spencer says. "Mom and Dad're always saying how they'll probably give us the old sedan when we start driving."

Ryan sighs and rolls his eyes. "I'm not looking for a car. I'm looking for a van for our band. We'll never fit the amps and your drums and us in the sedan."

Sometimes, Spencer really wonders whether Ryan's all there or if he got dropped on his head when he was little. "Ryan. Our 'band' consisted of us plus Stacey on a toy piano. And, in case you missed the memo, said 'band' broke up. It is gone, caput. Storybook Hour is over." Which is a shame, because the name's kind of really awesome, even though he and Ryan would never admit it to Stacey, who just started calling it that one day. It'd beat The Smiths, which was cliché, and besides, had already been done.

"Yes, but someday we're going to have a real band. And when that happens, we'll need transportation. It's called planning ahead, Spencer," Ryan says, making a face as photographs of a dilapidated Volkswagon van pop up on the screen. There are painted flowers and spirals in psychedelic colors peeling off the sides.

"No Volkswagon vans," they both say at the same time, and Spencer's relieved to learn that at least Ryan hasn't gone completely 'round the bend.

Three days later, Ryan emerges from the den to announce that he has found the perfect car. "I thought you weren't looking at cars," Spencer says. Unlike Ryan, he's actually being productive and working on his algebra homework. Which means he's doodling in the margins of his graph paper with Ryan's colored pencils instead of using them to actually draw any graphs.

"Shut up, Spencer. It's perfect, you have to see."

Spencer sighs and stands, dragging his feet on his way over, because Ryan makes funny faces when he's annoyed and impatient, and really, what does Ryan expect? This is the fifth time he's announced he's found what he's looking for. The four previous "perfect cars" were either on their last legs or the owners were asking for way too much. For someone who's such a penny pincher, Ryan has serious difficulties with money concepts sometimes. Considering Ryan's track record, Spencer expects Ryan's most recent find to be no better than any of the others, but. It actually is perfect.

"Shit," he says, eyes widening when he sees the picture on the screen, "is that a hearse?"

"See? Perfect."

"It's not a van," Spencer points out even as he's sitting down and checking out the specs on the car. He's the one who's actually taken auto shop, after all – the principal banned Ryan from enrolling in any sort of craft or shop elective after the incident in metal shop. Which, okay, was understandable, since there was no way the metal shop teacher could've known that Ryan had five years of experience with a spot welder under his belt before taking the class. Spencer still thinks the guy overreacted, though, considering that Ryan hadn't hurt anyone when he started improving on the torches in the classroom, and was it really damaging school property if you were making it better?

"Yeah, it's not. It's better than a van," Ryan says, and Spencer knows they're going to be buying it, because Ryan's got that look on his face, and, okay. Hearse. Even if they never actually have a band, they'll at least have a kick-ass ride.

At dinner that evening, neither boy will shut up about the hearse. They hound their parents about it and even go so far as to volunteer to do all kinds of chores around the house just please, please can they buy the car? They promise to use their own money (though, okay, it's mostly Ryan's money, since he's got way more saved than Spencer; Spencer says this is because half the neighborhood pays Ryan to fix their toasters and computers and what all, Ryan says Spencer would have just as much if he could manage to stay out of shoe stores, at which point Spencer stomps out of the room, because the shoes are a touchy subject with him, and he can't believe Ryan brought them up, that's hitting below the belt) and to be responsible and please?

Spencer is pretty sure there's no way they're going to win over their parents when Ryan pulls out his trump card, promising finally to convert the house to solar power over winter break. Mom and Dad have been trying to get him to do it for years, but Ryan has always complained that it's boring, not worth his time. That he's saying he'll actually do it this time shows how important this car is to him, and the Spencer tries to keep the glee from his face when their parents finally cave. "Ryan," he says seriously, "you are the best brother a guy could have. I love you."

"You're helping me with the conversion," Ryan says in reply, and Spencer immediately rethinks his opinion of Ryan, because dammit, he doesn't want to waste his break like that.

The hearse costs them four hundred dollars, and it isn't until after all the paperwork's signed and the previous owner's driven off that they turn to the car parked in their driveway and discover that they've just spent their savings on a car that has no engine.

They curse and bitch and moan and eventually end up shoving Spencer's drum kit into a corner of the garage so they can push their defunct ride in next to it. Ryan doesn't like that they have to give up their practice space for a car that doesn't even go anywhere. Spencer wants to point out that they don't really need the practice space since they haven't got a band at the moment, but he decides now's not the time to bring that up. Particularly since he's only down one hundred dollars to Ryan's three hundred. It's a situation that requires delicate diplomacy, so he just looks serious and nods.

The next day Ryan pulls the old coffee maker out of the attic and starts building an engine. In the end, it's a process that takes him three months to complete, mostly because he's busy wrestling with solar panels over winter break and can't work on it then, and he has school the rest of the time. The first engine he builds explodes three minutes after he turns it on. He starts repairing it, then gets the idea of making it so that it runs on vegetable waste rather than gasoline, and starts again from scratch. This second engine refuses to even turn on, though he can never figure out why – everything is connected, and it has all the parts it needs, but it just doesn't work, so he starts again.

It genuinely seems like the third time's the charm – the engine runs without a cough or a splutter, and he installs it and drives around town on his learner's permit for a couple weeks, though his dad seems rather nervous about it at first (though the nervousness might just be the result of Ryan's driving skills). Then it up and quits one day when he's less than a block from the house. When he lifts the hood, takes off the cap and looks inside, three white doves fly out, followed by a caterpillar. Ryan and Mr. Smith share a look and make an unspoken agreement to never speak of this with anyone, ever. (Really, it's the caterpillar that confuses Ryan – the doves are obviously the result of a glitch in the carbon conversion process, and he actually knows what caused them. But the caterpillar – the caterpillar is a complete mystery.)

He pulls out the engine, takes it apart, fixes the dove-production glitch, adds a filter or three, a soup spoon, steals the crown from Susie's Pretty Pretty Princess game, and finally manages to produce an engine which not only can get the car up over a hundred and fifty miles per hour (and Ryan and Spencer refuse to ever tell anyone how it is that they know how fast the car will go), has great mileage, and pretty much just needs one or two heads of lettuce every couple months.

Ryan names the hearse Black Belinda, after Pope's 'Rape of the Lock,' and Spencer rolls his eyes, because only Ryan would name a hearse with an absolutely fabulous engine after a coquette from an eighteenth century Libertine poem. "It's her name," Ryan insists, and Spencer just smiles and pats his shoulder.

"Of course it is," he says, and he doesn't sound like he's being patronizing in the least, because he isn't, really. "I never said it wasn't."

"Best car ever."

Three months later Ryan finds out that Brent, a guy he and Spencer have known and been on okay terms with since elementary school, plays bass. And then Ryan has a band.

[ How Brendon meets the Smith brothers: ]

Brent gets tired of having to listen to the plinky keyboard recordings Ryan's made using his sister's Little Tykes piano and various sound filters and says there's this guy at his school who can play keyboard, and he's going to bring him next time, because dammit, Smith, that is a Little Tykes piano. No one is ever going to take them seriously unless they get a real keyboardist, even if they do cruise around in a hearse. Practice ends that day with Ryan in a bad mood because he feels like Brent's slighted his piano skills, Spencer in a bad mood because he doesn't like the idea of sharing Ryan with someone else (Brent's okay because they've known Brent for ages and even if they're not best friends or anything, at least Spencer knows that Brent will refuse to see it if Ryan starts building a computer out of three paperclips and a rubber band), and Brent in a bad mood because the stupid brothers he's in a band with are sometimes antisocial weirdoes.

The thing is. The thing is that Brendon notices things. People think he doesn't because he's always bouncing all over the place, interested in so many different things, flitting about everywhere. What people don't get is that it isn't a case of Brendon being too flighty to catch what goes on around him, it's a case of his noticing too much, too many things. He notices everything.

Not that anyone ever believes that, of course. His parents took him to see a child psychologist when he was eight because they could handle run-on sentences for only so long and something had to be done about it. EKGs and brain scans and sleep tests and any number of other tests were run, but in the end the doctor apologized and said that near as he could figure, Brendon was a perfectly normal, healthy little boy with absolutely no sign of ADHD or even ADD. The doctor confided to Brendon's parents that it didn't make any sense to him either, because he'd met Brendon, and really, the kid was practically a textbook case. Maybe the tests were wrong. Maybe there'd been an error, a mistake.

Brendon was sent home with a trial prescription of Ritalin, just in case there had been an error. The drug made him twitch, gave him headaches, stomachaches, and insomnia, but did nothing to stem the constant stream of random thoughts that flitted through his head. His parents didn't bother trying to renew the prescription when the month-long trial ran out. Near as they could tell it hadn't helped any, and the side-effects were frightening, the twitch in particular. Brendon learned that he could reassure his parents, could make them feel better by just not sharing every little thing that came to his mind. He began to keep everything in instead.

It was hard, but he could do it. He could manage mostly-normal. It was overwhelming and half the time he felt as if he was slowly going insane, which was more than little disconcerting for a nine-year-old, but his parents worried less and other people felt more comfortable around him.

Not until high school did Brendon really start to understand what was going on, and even then he probably never would have been clued in if it hadn't been for Brent Wilson and his stupid band.

Brent isn't someone Brendon really knows or talks to. They had physics together, and now econ, and that's it, really. Brent doesn't say much when they have to work together in class, for which Brendon is grateful, as it's easier to sort out his thoughts when people aren't demanding his attention. He isn't quite sure how Brent found out he plays piano, let alone that he has a keyboard, but the other boy apparently has, somehow, because one day he looks up from their econ problem set and says that the band he's in is looking for someone to play keyboard, and Brent suggested Brendon.

The whole idea is preposterous, of course – Brendon doesn't have the time to be in a band, doesn't have any interest in being in one. Even more importantly, he happens to know that Brent isn't a particularly great musician. He's decent enough to be a nameless face in the school orchestra (and yeah, that's probably how Brent knows that Brendon plays piano, thought it still doesn't make sense, because not everyone who plays marimba can necessarily also manage piano), but it's different when you're in a small group and there aren't fifty-odd other kids to help hide the fact that you're just good, not great. Brendon seriously doubts that any band Brent's a part of is worth Brendon's time.

But what Brendon has noticed since they first started having classes together is that Brent has this thing where he can get people to agree to nearly anything. Brent wants something – a person's help, an extension on an assignment – and he gets it. Always. It isn't so much that Brent has only to ask and the other person will automatically give him what he wants, nothing like that. He just always knows when to ask and what to say. It's like Brent has ultimate asking mojo, though near as Brendon can tell, no one else ever seems to notice. Brendon has never been on the receiving end before, however, has never had a chance to really witness firsthand how sneaky and cunning and devious Brent's talent is.

Until he suddenly finds himself agreeing to show up to one practice – just the one practice, he says sternly, he isn't agreeing to anything past the one time. Brendon breaks off in the middle of a word and swears softly. "Dammit, I can't believe I fell for it," he growls, glaring at Brent.

Brent blinks slowly, staring impassively at Brendon. "What?" he asks innocently. "You agreed on your own."

"No I didn't," Brendon grumbles to himself. "You used your thing. I wasn't going to agree, but you did your thing and I ended up agreeing." Brendon doesn't care if he has all the presence of an annoyed chipmunk when he's angry (his sister's words, not his), he glares some more.

"Wait, you know about that?" Brent squeaks and Brendon feels mildly pleased with himself, because, heh, Brent squeaks when he's surprised. "Shit, not even the Smiths have—" Brent starts to say, staring at Brendon.

Feeling slightly uncomfortable, Brendon turns his attention back to his economics textbook. "Anyone could figure it out if they just bothered to pay a bit more attention to things," he mutters. "What did you get for number six?"

That afternoon, the first thing Brendon notices when he steps into the Smiths' garage is that most of the random thoughts that have been flitting around in his head, bouncing off the inside of his skull, hammering at the back of his eyes, driving him to distraction – vanish. Filter out almost completely, and he's left with this strange sense of zen-like calm. Also, an intense desire for a bacon avocado cheeseburger, never mind that he ate just before coming over. The second thing he notices is the sound system on the back wall.

"That. Is the most wicked set-up I have ever seen," Brendon says solemnly as he zooms closer to examine it. It's beautiful, honestly it is, and Brendon kinda thinks that if it was human, he'd totally want to have sex with it right now. But it's not, and he's not into inanimate objects like that (ew), so he doesn't. But he maybe voices his feelings out loud, which causes one of the two unfamiliar boys to groan.

"I can't believe there's someone else who feels the same way about those speakers as you do," he tells the boy behind him, and Brendon thinks that these must be the Smith brothers. They're kind of cute, even if they're wearing girl's clothing (though, okay, yeah, Brendon's sister has that shirt? And it totally doesn't look that good on her). The one who spoke looks kinda bitchy and Brendon gets the feeling that he really doesn't want Brendon to be there. The other one is staring at a notebook, tapping his pen against the page.

Brendon strides over to say hello, because never let it be said he isn't friendly, but he gets distracted by the scribbles in the notebook. "You can't just change the meter like that," he blurts out, "it'll just sound awkward. You need to segue into it with just the right transition. What if you tried this–" And he grabs the pen and starts jotting notation down along the bottom of the page. When he glances up, he notices for the first time that the boy with the notebook is staring at him. "Er. Sorry–"

"You can read music," Ryan says in awe. "You can sightread music." And Spencer groans, because he knows he's never going to get rid of the new kid now, not if he's someone Ryan can geek out over music with.

Ryan cobbles together an adapter for Brendon's keyboard so they hook it into his system and they curl up on the floor of the garage for a couple of hours with the keyboard across their laps, experimenting and changing and bickering and laughing. Spencer glares at them the entire time, because they're supposed to be practicing, but the new kid is oblivious of Spencer's death glare and Ryan is, unfortunately, mostly immune by now.

Spencer can read music too, but he has to play it out to get an idea of the sound of it, doesn't just hear the music in his head the way Ryan does. It frustrates Ryan to no end. But Ryan concedes that Spencer has a better sense of basic rhythm, so he never tries to do anything with the drum parts, just tells Spencer to have fun. Ryan thinks in concertos while Spencer thinks in terms of songs that are basic and solid and echo in your bones, make your feet twitch against your will, eager to dance out the beat. Brendon's somewhere in between, but he's never quite sure where, because after a few minutes around Ryan and Spencer, they start to bleed together and into him and it all mixes up in a jumble and he can hear it on three different levels in his head, which is beautiful and terrifying all at the same time. Sometimes he has to take a break and go stand next to Brent for a while, because Brent doesn't think in terms of music, and he can offer a bit of relief.

[ The secrets of the Smiths: ]

Though he originally intends to only go to the one practice, Brendon finds himself asking when next one'll be when he's packing up at the end, and Brent... Well, he doesn't smirk, really, but he smiles at Brendon from across the room and really, Brent is so lucky Brendon's a great believer in world peace, because otherwise Brendon would totally be taking that told-you-so look off Brent's face with his fist.

Brendon wants to come back because he's sort of fallen in love with Ryan's slightly imperfect music, with Spencer's drumming, with the entire idea of playing music for the pure joy of it, not for a grade or to have something that'll look good on his college applications. And he wants to come back because if he sticks with it he'll find out what the hell is up with the Smith brothers, because Brendon knows there's something going on there. He can sense it.

At first Brendon figures that it has to do with Ryan, because Brent may be content to think that the reason they need adapters to use Ryan's sound system is that it has European sockets, but Brendon knows stuff, and he knows that Ryan's amps don't look like anything he's ever seen before. What's more, Brendon knows that people can't build an adapter given five minutes, a screwdriver, and a pair of pliers. Obviously there is Something Up with Ryan Smith.

"There is Something Up with you, Ryan Smith," Brendon tells him during the third or fourth practice he goes to. There's a crash in the background as Spencer accidentally bumps into a cymbal and it starts to topple over, but Brendon will not be distracted from the task at hand.

Ryan raises an eyebrow. "Oh?"

"Yes," Brendon says decisively. "Your name is wrong, for one thing. It doesn't start with an S like Spencer and Stacey and Susie." It's something that's bothered Brendon ever since he noticed the otherwise amazingly alliterative names of the Smith siblings. Plus, 'Ryan Smith' just doesn't sound right.

Ryan stares at Brendon like he's insane. "Ryan's my middle name," he says slowly. "I don't like my first name."

"Oh." Brendon deflates slightly, but his curiosity gets the better of him, and he asks, "What is it?"

"Sebastian," Spencer volunteers with a snicker, oblivious to the glare his brother gives him.

Brendon is obviously delighted by this bit of information. "Just like the crab," he says happily. "I love The Little Mermaid! Can I call you Seb? Ooo, or Bastian! Like the kid in The NeverEnding Story—"

"No. You can call me Ryan," Ryan growls, murder in his eyes as he glares at Brendon.

Brendon's face falls. Ryan is so mean and boring – here he has this awesome name and he's not even using it! Such a waste. Not all is lost, though – the name thing wasn't Brendon's only proof that there's something up with Ryan Smith, after all. There's also the fact that Ryan and Spencer don't look a thing alike and Brent says they're twins, HA!

At this pronouncement, Spencer just looks exasperated. "God, Urie. Haven't you ever heard of fraternal twins?"

"We're not twins," Ryan adds. "We just share a birthday."

Now Brendon's really confused. "Wait, I thought you two were juniors like me and Brent?"

"Yeah, so?"

"So how can you not be twins if you have the same birthday and are the same age?" Brendon's a bright guy – he can definitely see there's something odd about this situation.

"I'm adopted," Ryan says with a shrug. "And we don't have the same birthday, we just share one. I don't know mine, so Spencer lets me use his."

Oh. "Oh," says Brendon. Though it's clearly not something Ryan has any great angst about, Brendon still feels awful for having acted so stupid and inconsiderate. "Oh wow, I'm sorry, I didn't realize. I mean, sure you don't look anything like the rest of your family, but Brent said you were twins, and I guess I just sort of assumed and oh god I'm sorry, I didn't know," he babbles. Brendon turns to Brent and glares. "Why didn't you say?" he hisses, because god, he's so embarrassed.

"Didn't know," Brent says with a shrug. He honestly doesn't see why Brendon's stressing over this. Brent's always heard the Smith boys are twins, and now it turns out they aren't – so what?

"It's not a big deal," Ryan says. "I don't really remember anything from before, I was pretty young when I came here," he explains.

Brendon considers this, and finally decides that, "Even if there isn't something up with you, Ryan, there's definitely Something Up with Spencer."

"Fuck off, Urie," Spencer snaps. "I haven't got any deep, dark secrets." And ahHA, Brendon has his number now, because Spencer Smith just definitely, positively, without a doubt, lied. Now Brendon just has to find out what Spencer's secret is.

[ The thing about Brendon's voice: ]

Brendon likes to sing for the same reason he likes to talk. When he talks, the words he thinks are the ones his mouth makes, are the ones his ears hear. They're in his head, in his mouth, in his ears, and he can almost pretend that he's the only thing he can hear, like there's nothing else trying to sneak in and drown him out. Brendon would talk all the time if he could, but he can't.

He finds he can get away with singing quite a lot, though, so he does. Bits and pieces of songs under his breath during classes, quietly to himself when he's out and about, loud and clear when he's alone. Or when he has his earbuds in and he's pretending he's all alone even if he isn't.

Years of experimentation have taught Brendon that some of the best songs are ones that are simple but well done. Catchy. Hard to dispel from your head once you think of them. In short, Disney.

Because singing is so freeing for Brendon, he rarely sings with anything less than his whole being, even when he's just singing under his breath. He puts in energy and emotion and enthusiasm, he puts in his whole heart, pumps up the emotions of the song, makes them stronger, fiercer, more.

It's just bad luck that the first thing Ryan Smith ever hears him sing is 'Under the Sea.'

Probably, maybe, possibly, if it had been something else – anything else, though privately Brendon thinks that maybe his best bet would've been 'Reflection,' because that is one kick-ass emo song considering that it's coming from Disney – Ryan would not have put his foot down and told Brendon that he is never, ever allowed to sing Ryan's lyrics. Brendon understands where Ryan's coming from, really he does – 'Under the Sea' is bouncy and happy nothing like any of Ryan's songs, and when Brendon sings it it's bouncier and happier than the original, so bouncy and happy that people around Brendon start smiling involuntarily and their feet start twitching like they want to dance.

"You're not allowed to ever sing my songs, Urie," Ryan says, eyes narrowing into a glare, words slicing right through the peppy crustacean chorus Brendon's gleefully singing to himself, oblivious of the rest of the band as he sets up his gear. Brendon's voice falters, and his face falls a little.

"What? I. You're the singer," Brendon insists, because even though he loves singing, even though he kinda really adores Ryan's lyrics, he also knows he's the new kid and that no one's really accepted him as a part of the band yet. And besides, they're Ryan's lyrics, Ryan's songs. Brendon wouldn't dream of trying to take them away from Ryan, he's happy just to play the music.

"You've an okay voice," Ryan grants with a shrug, "but you're not singing my songs. You'll make them all– all bouncy and happy and shit. And if Spencer ever tells you you're the singer, he's lying, because he doesn't have any say about that kind of stuff." Ryan knows Spencer, knows that Spencer kinda really wants to be something big, to go somewhere, and Ryan wants that too, but. But not if it means he has to let Brendon butcher his songs just because yeah, Brendon's got a better voice than him. Just. No.

A couple days later, Spencer stills a cymbal with one hand and beckons Ryan over with the other. "Okay, I don't know if you've noticed," Spencer says, "but Brendon sometimes sings along with you and he's really fucking good, Ryan. We should try him singing lead, see how it sounds."

"No," Ryan snaps.

Spencer sighs and rolls his eyes. "Dude, I know you're still cautious about letting other people sing your songs after the whole thing with Storybook Hour," and Ryan just glares, because Spencer has no right to bring up Storybook Hour, that's underhanded and wrong, "but it's just one song. It's not like he's going to insist you change all the lyrics to include unicorns and butterflies or anything."

"Brendon," Ryan grinds, "does not need lyrics about unicorns or butterflies to make songs happy. He does it all on his own with his voice. He will make my songs cheerful and happy. He is not singing them." Spencer frowns, and Ryan can see that he wants to argue, but this is not something Ryan is going to allow himself to be persuaded to think differently about. "It's final, Spencer."

"Alright," Spencer says. "But we're all gonna lose out when the band suffers in the long run because you're such a fucking diva."

Ryan flips him off as he moves away from Spencer and his kit. Spencer doesn't know what he's talking about, Spencer hasn't heard Brendon sing all-out.

And. The thing is that. If Brendon did sing lead, Ryan has this weird feeling that he'd want to write different songs for him. Happy songs that'll make Brendon happy when he sings them. Happy songs about unicorns and butterflies and love overcoming all odds and. Well. Ryan has standards. He sunk that low once before for Stacey and she's his sister, but there's no way he's ever doing that again, particularly for some boy he hardly knows. No way.

(Somewhere deep inside himself, Ryan admits that maybe he doesn't want Brendon to be singing the sad, upsetting songs he writes, because Brendon seems to really feel the songs he sings, and Ryan doesn't think he could handle sad, upset Brendon. Wanting to do things to make Brendon happy kinda really weirds Ryan out – he doesn't understand it at all. Like... Ryan knows about hormones and the birds and bees and all that crap, because yeah, he's done sex ed in school, he just doesn't get why anyone would ever want to do anything like that. It's different when he's writing songs, of course, because that's not about sex, that's about Tragic Epic Love/Heartbreak/ANGST. And stuff. Real things! Not hormones. Spencer's tried to explain it to him, but Ryan doesn't ever quite get it, and he's just taken to avoiding those girls at school that tend to just... stare at him really intensely for long stretches of time. They make him uncomfortable.)

And, anyway. After a while, after Ryan gets to know Brendon better, he wouldn't let Brendon sing lead even if all the other reasons didn't exist. Because, well. Spencer was only half-right when he said that Brendon was really fucking good, because Brendon isn't good, he's not even great. When Brendon sings he's hands-down fucking amazing. Which Ryan has maybe known ever since he heard Brendon singing 'Under the Sea' that one time but he's never seen fit to share with anyone else, because, hey, when Brent brought Brendon to practice, it wasn't because he thought Brendon had an amazing voice, it was because he knew Brendon could play piano. In Ryan's mind, this means that no one else has ever noticed how amazing Brendon's voice is, no one before him, and now, he supposes, Spencer. Maybe Brent. Who knows. The important thing is, of course, that Ryan found out first.

Okay, so. So maybe he's a bit possessive of Brendon's voice, but what of it? It isn't as if everyone's going to hear it. Sure, he gets to hear it, and the rest of the band, and Stacey and Susie, sometimes, but no one else notices it, no one else appreciates it, obviously, since no one says anything. And fuck if Ryan's going to share Brendon's voice with just anyone, with a bunch of idiots who are so tone deaf that they can't hear how fabulously amazing Brendon is.

...Brendon's voice. How fabulously amazing Brendon's voice is. Because, god. Brendon is such a spaz, even if he's sort of awesome on that keyboard of his, he's still a spaz. And. Yeah. Ryan's only interested in Brendon's voice and his piano skills.

Ryan just wishes Spencer would stop giving him those stupid knowing looks all the time. You know nothing, Spencer Smith! NOTHING.

Because there is nothing. At all.

Yeah.

[ Their first encounter with an alien: ]

The first alien they encounter turns out to be the cheer coach at Brent and Brendon's school, because aliens eating cheerleaders will never not be fun. Brendon senses there's something off about her, since he notices things like that, though Brent just thinks she's hot, and Spencer and Ryan honestly don't care. Only then Brendon decides to investigate on his own! And maybe gets caught or at least in deeper than he intends, which wouldn't really matter except that he doesn't show up for practice. That pisses Ryan off, so he drags off Spencer and Brent intending to find Brendon and do nasty things to him as revenge for missing practice.

Luckily, they arrive in the nick of time to save Brendon! It is decided that it's a good thing Black Belinda is a hearse, as otherwise they'd have a hard time hauling the body away to get rid of the evidence. Brendon demands that they all apologize for doubting him and his theories about the cheer coach because, c'mon guys, you cannot deny the fact that it is not normal to sprout eye stalks and big nasty teeth and consume a junior whole!! Spencer tells Brendon it was just a freshman and to stop exaggerating. Ryan says not to do stupid shit like that again, idiot, he doesn't want to go back to having to record the keyboard bits and play them later, because Susie's old Little Tykes piano is a bitch to tune and he's too cheap to buy an actual keyboard (also, she complains every time he borrows it even though she never uses it anymore; Ryan chalks that up to his and Spencer's sisters being weirdoes; also, girls). Brent has a minor panic attack in the back seat. He wants caffeine and refuses to acknowledge that the hot cheer coach may've actually been an alien until Brendon supplies him with coffee.

A few days later, Brendon shows up at practice and says he doesn't think the Spanish teacher at his school is human. Spencer says the Spanish teacher lives down the street, he's sixty-two, and completely normal if gay as a May pole. Brendon thinks about this and finally announces rather loudly that okay, maybe it was his gaydar going off, not his spider-sense. Ryan says it's impossible to get the two mixed up, and that actual spiders can't sense danger. (Brendon maybe tries to surreptitiously climb walls for the next few weeks, but stops after the third time that the rest of the band tells him off because he can't play since he screwed up his wrist when he fell after failing to stick to the wall. He thinks it's unfair that he's in such a boring band.)

Over Thanksgiving weekend they decide to go camping. Brendon is so excited, this is going to be the best thing EVER and there will be marshmallows and s'mores and scary stories around the campfire at night and best of all? Best of all, he will get to hang out with the Smith brothers outside of band practice! Brendon's current theory (possibly spawned from too many late night rereadings of old superhero comic books) is that Spencer's Deep, Dark Secret is that he is actually a costumed vigilante. So now Brendon is just waiting to see if he can't catch Spencer changing into or out of his costume at some point. And that might be half the reason he wants to go on the camping trip, because Spencer will have to change for bed and then Brendon will see his costume underneath his clothes.

He does not count on Spencer wearing his clothes to bed since it's so cold. How can Spencer wear his clothes to bed? Does he not realize that he is supposed to sleep in pajamas? Brendon has totally awesome pjs. They are flannel and fuzzy and warm and have rainbows and unicorns on them. Spencer maybe kinda lusts after Brendon's pjs and plots to steal them. Brent steals Brendon's marshmallow while Brendon is distracted by Spencer's carefully planned distraction. Ryan is kinda oblivious and straight-out says something like, "If you want Brendon out of his pants, just ask him to take them off, Spencer."

Brent makes the comment that between the four of them they kinda have a sampling of every possible male sexual orientation, since he's straight, Brendon's gay, Spencer's bi, and Ryan's asexual. Brendon hears this, insists that he's not gay, he's totally straight, no wait, maybe bi, only, only– He runs off to have a minor sexual identity crisis. Ryan looks up from the book in Mandarin that he's been completely immersed in for the past half-hour and tells Spencer to play nice and stop stealing Brendon's lavender hoodie. Spencer gets grumpy because hey, for once it wasn't his fault, thanks. He stomps off into the woods in a huff.

Unfortunately, he stomps right into the middle of an illegal alien poaching operation and is immediately captured. Luckily, Brendon hears the mental buzzings of the aliens, gets curious, and decides to check it out. He is stealthy for once because he can hear the aliens' mental murmurs, etc., and so doesn't walk into the middle of their camp like Spencer. He uses his awesome psychic-powered stealth skills to free Spencer! Unfortunately, the aliens are not pleased with this and come after them. Luckily, they took Black Belinda to the campground, so Ryan and Brent are easily able to run down the aliens and save Spencer and Brendon. Brent doesn't have a breakdown this time, as he's starting to get that hanging out with Brendon will lead to unusual encounters. He deals by bawling out Brendon for being irresponsible and pissing off yet more extraterrestrials. Brendon whimpers and is pathetic, because he was really shaken when he saw Spencer all trussed up on the spit over the alien campfire and he's maybe starting to realize that battling aliens isn't all fun and games (though oh wow, the adrenaline rush is totally awesome). He is surprised when Spencer speaks up and defends him against Brent, even managing to compliment Brendon in a somewhat backhanded manner.

Ryan mainly concentrates on the road and says they're all nuts and he's so glad that he's there, because someone has to be the normal one in this lot. Then he puts his vegetable-fueled hearse in reverse, turns around, and goes back to the campsite to retrieve their gear. His and Spencer's parents will kill them if they don't bring back the tent, and Stacey said she'd gut them in their sleep if they let any harm came to the fabulous Barbie sleeping bag she's graciously allowed Brendon to borrow.

[ Spencer convinces the guys that Pete Wentz is an alien: ]

There was an alien attack on a school trip also. Just because. Only that time it's maybe a Weevil, and they end up not killing it for once because Brendon senses it's just lost and confused. He makes friends with it! They speak to each other in grunt, and he names it Algernon. Ryan (with his freaky Ryan talents) points out that it's a female, so Algernon becomes Veronica and everyone is happy (except for Spencer, who does not want to have to be the one to explain to their parents why there's an alien living in their garage).

In the mean time, Ryan has fun with the alien ship they captured during their Thanksgiving camping trip! He fiddles around with different things and eventually ends up incorporating a lot of the technology into the hearse. Brent thinks this is rather stupid, and that it would've been better if Ryan had left it as a ship, because, hello, spaceship. Ryan tells Brent that it had a poor fuel system, it would've been too much work to bother modifying the existing ship, and besides, they're a band. They don't need a spaceship, but they do need a kick-ass ride to shows (if they ever get good enough to play any gigs, at least). Brent concedes that yeah, maybe Ryan does have a point.

Also, Ryan builds a translation machine! Because hey, look at Veronica – she's a nice whatever-she-is, and if they hadn't had Brendon, who is totally fluent in Grunt, they might've ended up killing her like they did with the previous three aliens they ran into. It would be awesome if they didn't have to keep finding ways to get rid of the bodies, so, translation machine. Brendon is full of joy – he maybe has visions of grandeur that involve his having long, intimate talks about boys and makeup and stuff with Veronica.

Ryan argues that it'll be for science and better understanding and all that and he says he's not going to let Brendon play around with it, so Brendon sulks for days afterwards. Until Ryan actually hits a block with his translator (hey, it happens to even the best sometimes), and he grudgingly admits that he needs Brendon's help to get any further. Brendon is overjoyed to be able to help, but he tries to hide it and makes all sorts of unreasonable demands. He forgets all of them and immediately agrees when Ryan says Brendon can be the one to test the translator on Veronica when they're finished, though. Then he finds out that when Ryan says he needs Brendon's help, what Ryan means is, "Let me cut you open and pick at your brain to find out how it human brains work so I can replicate it mechanically."

Needless to say, Brendon is not a fan of this in the least. Luckily, Mrs. Smith comes in to ask the boys if they want anything to drink and stops Ryan before any cutting can actually happen. She tells him that brain surgery is not an acceptable pastime, because living things are not the same as cars or stereos, and remember how long it took Ryan to figure out electronics in the first place? If he's going to be doing biology experiments, he has to start with frogs and mice and stuff, not people. And then she threatens to ground him until he's thirty if he ever tries to cut anyone open again.

Brendon is in awe – not even Spencer can make Ryan look all meek like that and shrink down until he's about five inches tall! He declares his eternal love to Mrs. Smith and launches into a ballad of Disney proportions to better express his feelings. She smiles, pats him on the head, and says she appreciates that he and Brent are such good influences on her boys.

Sometime during their junior year, Fall Out Boy comes through Vegas and plays a couple shows! Ryan really, really wants to go, but Spencer says they shouldn't because Pete Wentz is an alien. Unfortunately, he makes the mistake of saying this during practice, and Brendon overhears and then Brendon insists that they have to go because they need to check and make sure that Wentz is a good alien like Veronica (who has since been released back into the wild, i.e., they found a whole bunch of other Weevils and took her there to join them, because Spencer's dad said she couldn't live in the garage anymore, the neighbors were getting suspicious) and not an evil one like the cheer coach.

(No one doubts that Spencer is telling the truth about Pete Wentz being an alien because Spencer can identify aliens masquerading as humans with freaky, 89% accuracy. None of them understand how he manages to do it, though Brent has this theory that since Spencer Smith hates the entire human race, he can tell when someone's an alien because he just feels a mild wave of peevishness rather than a passionate fire of all-consuming hatred. Brendon couldn't stop giggling when Brent proposed this theory, and even Ryan cracked a smile. Spencer was Not Amused when he heard about it later, and maybe put something nasty down Brent's pants when he wasn't looking a few days after that.)

Spencer looks to Brent to keep them from going to the show, since Brent is usually against their alien-fighting endeavors (though he still ends up involved in most of them since they are very rarely planned), but Brent is maybe onto Spencer and figures that this just has something to do with Spencer's intense possessiveness of Ryan and that Wentz isn't an alien at all. He says he's indifferent, but that he wouldn't mind going to a show. That would be fun. Spencer plots to do dire things to Brent and Brendon in their sleep.

So they go to the concert! It is fun times, and maybe even grumpy old Spencer Smith has a good time (though he plans to deny this vehemently in the morning). Sneaking backstage to confront Wentz is super easy between Ryan's excellent fake backstage passes and Brendon's Super Psychic Stealth Skillz (not that they really know about those yet). They find the band! Ryan kinda melts when Pete remembers him and maybe starts to think that Spencer was (gasp!) wrong and Pete isn't an evil alien after all, but Brendon just won't let it go, he has to be sure, Ryan! Remember the cheerleaders they couldn't save! Think of all the innocent scene kids that might end up being eaten if they don't do something now! It's their responsibility as concerned citizens, after all.

Brendon maybe forgets himself and announces all this allowed, and oh god, Spencer is so embarrassed, he just wants to sink down into the floor and disappear, because yeah, Pete Wentz is totally not good for Ryan, but the band as a whole is awesome and he really respects the other members of it (for not killing Wentz yet, if nothing else. Also because Andy and Patrick are automatically awesome because they drum, and it's a well-known fact that drummers are better than everyone else, natch). Spencer feels slightly vindicated by the fact that Brent looks a bit chagrined as well, but it is still not enough. There is absolutely nothing in the world that could fix this situation.

"Interesting theory," Patrick tells Brendon, "but Andy's actually the one who's alien. Pete doesn't really have any excuse."

Except for maybe that. Spencer Smith maybe kinda loves Patrick at that moment, even if he's also kinda freaking out inside, because, omg, did he just say that Andy's an alien?!

FOB is a bit surprised that the boys totally believe Patrick about Andy being an alien. They're even more surprised when Brendon and Ryan start quizzing Andy, trying to find out if he is a friendly alien or not, where he's from, how he got to earth, and whether or not he can score the parts that Ryan needs for his translation machine. Pete is crestfallen that he is no longer the center of attention and keeps trying to fool them into thinking that Patrick lied and he actually is an alien, but Panic! is onto them and besides, Brendon can totally tell when someone's lying to him. Meanwhile, Brent hangs out with Joe once he's determined that he will not be asked to kick any alien butt. Spencer takes part in the Brendon-Ryan-Andy conversation so as to quietly and surreptitiously steer it away from the topic of Ryan whenever Andy hits a little too close to home. Spencer doesn't trust anyone.

Confronting FOB turns out to be the best thing that Panic!'s done up until this point, actually, as it turns out that they're able to get all sorts of info from Andy, who's friendly and speaks English and isn't trying to eat them or kill them or capture them or anything. Andy thinks it's awesome that they're defending their turf, and he loves that Ryan has made the hearse vegetarian and maybe is very keen to have Ryan do the same to their bus. Ryan is surprised to learn that Andy doesn't already know what to do – what he did with Black Belinda was pretty simple, after all. Spencer cuts short that thread of conversation before it can go much further. He is sneaky and cunning and not about to let FOB's resident alien steal Ryan away from him.

They get lots of good information off of Andy despite Spencer's annoying tendency to interrupt Ryan at random times. Stuff like what kinds of aliens to watch out for, what kind to expect to find on Earth, that kind of thing. And, since Andy loves them so (vegetarian car! so full of AWESOME!!), he tells them a bit more about the crazy stuff that's been going down in England than what the media has been releasing. "Humans are going to have to realize pretty damned soon that they aren't alone in the universe," Andy explains. "So far they've been getting eased into the idea pretty gradually – or at least, they could've been, but governments keep covering stuff up, which is going to hurt more than help in the long run, I think. If this keeps up, you lot are going to have learn it the hard way. The baseball bat to the head method."

Spencer doesn't like the sound of that, so he asks what they can do to help. Andy says try to foster good relations with those aliens they come across, and if they do end up having to kill any (he completely understands where they were coming from with the cheer coach and the poachers, and that skewering the former and running over the later were totally acts of self-defense), they should leave the bodies out where anyone can find them. Spencer doesn't think that sounds like the best move, but he doesn't say anything right then. Something like that really needs to be discussed by all four of them when they have the time, he thinks.

[ The origins of Spencer's vendetta against My Chemical Romance: ]

Bob probably comes to them rather than them coming to him. He can tell Brendon's psychic because he's broadcasting big time without really realizing it, and maybe My Chem is going past nearby and WHAM! Bob is suddenly hit by this really loud, really intense psychic noise, since Brendon is rebroadcasting everything he picks up, only louder. And Bob can't really operate because it's like someone's made a recording of the middle of a shopping mall in the middle of the Christmas season, put it on full volume, and is pouring it straight into his brain. Or something. Not that anyone can tell he's having a minor breakdown, because he's Bob and he rarely (if ever) loses his cool.

He doesn't even really say where he's going, just goes out and tracks down Brendon to the Smiths' garage. And Panic! maybe kinda has a fanboy freakout moment, because omg BOB BRYAR has crashed our practice! They think this is awesome because hey, it's Bob. Possibly even better than the time they got to hang out with FOB because Spencer thought Pete was an alien (they never let Spencer live that down, which Spencer really doesn't appreciate; he gets grumpier than normal whenever anyone brings it up). Bob is nice and cool and pretends he doesn't notice that Panic! are having little fanboy freakouts. Instead he just marches right up to Brendon and orders him to start shielding or else Bob is going to make him shield.

At which point Brendon gets all confused and starts babbling and Spencer gets upset, because hey, you may be Bob Bryar, but that doesn't mean you're allowed to break our keyboardist's brain, yo. Brent points out that really, Brendon's not acting any different from normal, and Spencer frowns, because this isn't how Brendon usually acts. But then Brent is used to Brendon at school, and Brendon at school acts differently than Brendon around Ryan's electronics. Not that anyone's really figured this out yet, but yeah.

This is when Ryan comes back from possibly terrorizing his and Spencer's little sisters into not bothering them anymore, and no, Brendon cannot join your tea party right now, Susie, he's busy – do you want me to have to confiscate your piano again? No, I didn't think so. He steps into the garage, and just sorta blinks, then asks why Bob Bryar is threatening Brendon. He totally does not have a fanboy freakout. Ryan is not the type to have fanboy freakouts, after all (at least not over Bob, psh – Bob is no Pete Wentz).

"This little twerp is broadcasting everything that comes into his head, which seems to be just about anything in a one to five mile radius, and he is going to stop or I'm going to knock him out, because I can't play while he's blasting stuff in my brain and there's a show tonight," Bob says, looming threateningly over Brendon. Brendon gulps and squirms in place, and shrinks a little and decides finally that there is only one way he is ever going to survive this situation.

So he leaps up, wraps his arms around Bob's neck, and plants a big, wet kiss on Bob's cheek. "I'm sorry, Bob Bryar!" he says with utmost earnestness and, well. Bob is strong and mighty and full of awesome and everything, but even he cannot stand up against the power that is Brendon Urie. He kinda totally melts and ends up patting Brendon awkwardly on the head.

"That's okay, kid," he says, "I'm sure you didn't mean it."

"Not to be rude or anything by interrupting this touching moment," Spencer says, "but what is it exactly that Brendon's been doing to you?"

"Psychic yelling," Bob says, as if this should explain everything. It kinda doesn't, of course, and Panic! just stares at him, confused. Bob sighs. "You guys know this one is telepathic, right?" Because of course they would know, since they're Brendon's band members and everything, though huh, now that Bob thinks about it, he supposes his band doesn't know that he's psychic, but that's different. He's Bob Bryar.

"That would explain how he knew the cheer coach was an alien," Brent says thoughtfully, and Spencer and Ryan agree, because yeah, Brendon being psychic would explain a lot about Brendon, actually.

"We figured he just had ADHD or something," Spencer explains to Bob apologetically.

Bob stares. "...dudes," he says in this weird voice, "everyone knows aliens don't exist." He can't figure out why the kids all start cracking up at him. Even the quiet one smirks, though he quickly hides it behind his hand.

Brendon says, "There are psychic shields? That sounds so cool. I bet Andy has awesome shields and that's why Spencer thought that Pete was the alien and why I didn't catch anything at all. Though Spencer probably isn't psychic because he's pretty sane and everything not that you're not sane, Mister Bob Bryar, but yeah."

"Hey. Listen to me. Aliens. Don't. Exist," Bob says slowly, with great emphasis, because hey, he's sure they're actually really sweet kids, and it's a shame that they're, y'know, nuts. "Or if they do, they haven't come to Earth yet." Because obviously he would sense them, since he's Bob Bryar, WAY POWERFUL PSYCHIC and all (it would be Ways' Powerful Psychic, but yeah, he doesn't talk to his band about that kind of stuff).

Brent sighs and shakes his head, then walks over and places a comforting hand on Bob's shoulder. "Look, we believe you about Brendon being psychic. The least you could do is believe us when we tell you aliens walk among us."

"Like demons and vampires in Buffy," Brendon says helpfully, because he maybe totally watches Buffy with the Smith girls and fanboys Spike, because Spike is way cooler than Angel (the girls agree with Brendon on this point, thus indicating that they are just as full of awesome as their brothers, despite Spencer and Ryan's insistence that they aren't). Bob gets a kinda pained look at this, and he sends up a silent prayer that Brendon never says anything like that around Gerard, because the last thing Bob needs is for Gerard to decide that Bob should be his very own personal vampire-finder.

Ryan glances up from where he's fiddling with Brendon's keyboard (and Brendon makes mental note to talk to Ryan again about not modifying his electronics without permission, because last time Ryan did that and didn't tell him, Brendon accidentally blew out the power at his house when he plugged it in) and gives Bob a bland look. "You toured with Fall Out Boy and you never picked up that that Andy's an alien?" He turns and gives Spencer a mournful look. "Spencer, why haven't we been signed yet? Our psychic is way better than My Chem's."

Bob splutters while Spencer gives Ryan consoling pats on the shoulder. Maybe if they spent more time practicing and less time taking on aliens? he suggests, but he knows that isn't going to happen, because Brendon wants to save the world, and Ryan thinks saving the world is kinda cool also. Conflict of interests and all that.

Meanwhile Bob decides that though cool, these kids are decidedly nuts (Andy an alien? Yeah right. If anyone's an alien, it's probably someone like Pete Wentz or Gabe Saporta, geez). He takes Brendon outside (and WOAH if he thought Brendon's broadcasting was bad before, it gets even worse outside, which makes no sense to Bob, but then he doesn't know about Ryan's machines) and they have a psychic heart-to-heart, during which Bob teaches Brendon how to shield and filter and project and all that good stuff. Brendon looks up at Bob with big, sparkly eyes and declares Bob to be his favorite person ever. Bob blushes slightly with embarrassment, ruffles Brendon's hair, and says he'd offer to get Panic! into tonight's show, but to be completely honest, he doesn't want them within shouting distance of Gerard. That could lead to dangerous things.

Brendon exchanges contact info with Bob in case he ever has a psychic crisis in the future, and everyone says goodbye, and Bob goes, because hey, he has to get back before his band starts wondering where he is and comes looking. Once Bob has left, they all go back to the garage and resume practice. No one really talks about Brendon and his psychic thing again, though they are more likely to believe him about things when volunteers completely random information. Being psychic doesn't make him someone different, after all. He's still Brendon, and Spencer can still totally school his ass at Mario Kart, and that's what matters.

[ And Brendon plays Swan Lake on Susie's piano: ]

It's completely random, kinda, only not, because by about a month after Brent brought them someone to play keyboard, Spencer sorta vaguely knew that Brendon was crushing hard on him and Ryan. At that point Brendon didn't really prefer one over the other or anything, he just thought they were amazing and it might've been because the Smiths had music to their thoughts, though Brendon didn't really realize it at first. He'd met other people whose thoughts where musical, but he'd never really been able to hear it because it just got drowned out by all the other noise.

But Ryan's electronics in the garage, the Smith house proper, and even the car all create enough of a barrier that it blocks or at least mutes enough of all the other noise that he can actually hear the music that threads its way around Ryan and Spencer's thoughts. The other Smiths have it too, little Susie in particular, though it's really simple when it comes to her and Brendon has a good time playing with her. Sometimes he shows up when Ryan and Spencer are babysitting the girls and plays her concertos on her Little Tykes piano while she dances about in the fairy princess ballerina costume Ryan made for her.

One day Brendon's doing just that, somehow managing Swan Lake even though the piano only has eight keys, while Spencer's helping Stacey with her homework at the dining room table. Ryan had to stay late at school to make up a math test, since Ryan and math kinda just... don't. Yeah. The clock clicks over to five, and Stacey and Susie shriek and abandon what they're doing to run into the other room to turn the TV on because, it's time for Buffy Spencer! Spencer snorts and rolls his eyes, because never mind that it's all reruns these days, the girls still watch the show religiously.

"What, you're not going to join them?" he asks as he wanders over and starts picking up the bits of clothing that Susie shed when she wriggled out of the clothes she wore to school and into her ballerina outfit. Brendon loves Buffy to bits, but his parents don't approve of it, so Brendon often comes over to the Smiths' to watch it.

"I've seen it before," Brendon explains distractedly, because of course he knows exactly what's showing when it comes to Buffy. He's somehow moved on from Swan Lake to something else, and it sounds classical, though Spencer doesn't recognize it. Despite the instrument, the music beautiful and a little haunting, but in a good way, and Spencer thinks that if Ryan's poetry somehow managed to change into music, this is what it would sound like. Brendon even has the same kind of look on his face that Ryan has when he's writing, only it's... It's not the same at all, really, because it's completely different on Brendon, and before Spencer even really realizes what he's doing, he's kneeling down and leaning across the little blue piano to kiss Brendon. One of his hands is on Brendon's chin, turning his face up, and the fingers of other one dig into the bundle of Susie's clothes, clutching at the cloth like it can somehow keep him up.

Brendon's mouth is already open when Spencer lifts his face, and it's not a gentle kiss at all. It's hot and hungry and there's this little whine in the back of Brendon's throat that Spencer kinda really wants to eat, if he can just manage to reach that far with his tongue. He doesn't manage it the first time, because they run out of air, and they break apart, panting slightly. "This okay?" Brendon asks, his fingers still twisted in the front of Spencer's shirt, and Spencer wants to laugh, because he's the one that started this, not Brendon, and he thinks he can see the exact moment that it occurs to Brendon also, because he's pretty sure that's when Brendon pulls him forward again and kisses him.

Which is, wow, really great, particularly since they remember about breathing through their noses this time, and it probably would've continued forever, except there's a discordant crash when Brendon tries to move even closer and accidentally ends up kneeling on the piano, and they jump apart, as much because ow, those keys hurt like a bitch when they're digging into your knees, as because of the noise. Brendon's rubbing at his abused knees, Spencer's fumbling about, trying to pick up the clothes he dropped when the noise startled him, and they're both blushing and suddenly feeling awkward now that there's enough space between them that they can't get easily distracted and just lean in again.

"So, uh," Brendon says. "I'm guessing it'd be pointless for me to tell you that I've got a– a crush-thing on you. Seeing as how, um, I suppose it's pretty obvious by now."

Spencer gulps. "Um. Yeah. You've, uh. Been kinda obvious about it. Er. Not that I'm just, you know, taking advantage of that or anything," he says and god, he shouldn't feel this awkward about this, because unlike Ryan, Spencer has totally had girlfriends before, and it isn't even as if Brendon's the first boy he's ever kissed or anything like that (though he kinda thinks he might be the first boy Brendon's ever kissed, and even if that's not the case, just the thought of it makes something warm twist up in his stomach, and, yeah, that's not really an unpleasant feeling at all).

Brendon gives him a sort of crooked half-smile, and Spencer can feel his breath catch in his throat because it's nothing like the brilliant smiles that Brendon gives everyone, or the soft, fiercely-burning ones that light him up when he's talking music with Ryan. This is a different smile completely, and it's Spencer's, Spencer's very own Brendon smile. "Didn't think you were," he says, pushing up his glasses, and god, he looks like a complete dork when he does that and Spencer just wants to kiss him again, but then there's a key turning in the lock and both their heads jerk up and they stare guiltily at the door as Ryan comes in, swearing under his breath and damning all math ever.

Somehow it just seems wrong to do anything around Ryan, and Spencer thinks that might be why he and Brendon have never done this before, because it's nearly always Spencer-and-Ryan, or Ryan-and-Spencer, and hardly ever just Spencer. He scrambles to his feet, bunching up Susie's clothes in his hands while Brendon stands as well, stumbling slightly and picking up the piano. "So, uh. The girls are watching TV," Spencer says in a rush, "and I might've promised Stacey you'd help her with English homework when you got back."

If Ryan notices the way Spencer and Brendon's faces are all flushed, the way they're panting slightly, the way Brendon can't stop licking his top lip and then biting the bottom one and god it's driving Spencer insane, he doesn't show it. Instead he just nods, kicking off his shoes and dropping his book bag (because Ryan hates backpacks, they always mess up his clothes, and Spencer swears he'd use a briefcase if he thought he could get away with it) next to the door. "Buffy, right? Perfect. I hope it's the one where they get to disembowel the math teacher because she turns out to be a demon," he says, stomping off to the other room to join his sisters. (They don't ever use Buffy as a vague sort of guide for how to take care of troublesome aliens, except for how they totally do.)

It's a sign of how off-balance Spencer is that he doesn't even notice Brendon's no longer there until Ryan's left the room. He freaks and tries to remember whether Brendon ran out of the house in a panic while Ryan distracted Spencer, or if he just ran into the other room to curl up and watch Buffy take on vampires and demons, but he really can't recall, and he walks into the girls' room in a daze to put away Susie's clothes. Which is probably how he ends up pressed against the wall with Brendon's tongue licking at his tonsils.

And it shouldn't feel nice, it really shouldn't, but oh god it's so good and Spencer drops Susie's clothes to grab Brendon's hips and pull him closer, and he doesn't even care that he's in his little sisters' room, that there's a ceramic Care Bears light switch cover digging into the middle of his back, or that the Alice in Wonderland flowers with faces that Ryan painted on the wall when they were thirteen are staring at him, because it's still perfect. Brendon starts to make that little whining sound again, and Spencer kinda forgets how to think, but thinking's overrated because Brendon's fingers are combing through his hair, pressing into his scalp.

He totally doesn't whimper when Brendon pulls away, because he's better than that and he doesn't whimper, or try to follow Brendon's mouth as it tries to escape him. "Um," Brendon says, his breathing broken and that little whine is still there, hiding under his voice, "um. We should. They're going to wonder. Where we are. And it's, um. A double episode. The musical one."

Spencer glares, and he wants to snap that Brendon's priorities are fucked up if he's going to insist on putting vampires before really hot making out, but. But Brendon's biting his lip nervously, and it suddenly occurs to Spencer just how close they are and. Oh. He flushes slightly and totally doesn't look down at where his thigh's pressed between Brendon's legs, because he knows he'll turn red if he looks down, because it's one thing to feel it, and other thing to actually see it, to acknowledge it. They're totally in his little sisters' room, and the My Little Ponies are giving him rather pointed looks, and Spencer doesn't know if he can handle their accusatory painted eyes any longer. "Um. Yeah. We should. That's a good episode," he says, gulping and squeezing out from between Brendon and the wall, even though there's plenty of space between them, because he's pretty sure that if he touches Brendon right now he's not going to be able to stop. "It's. Come on, I bet have an extra-large hoodie you can borrow," he mumbles, and the back of his neck is totally red as he tugs down the cyan blue hoodie he has on. There's a big red tulip on his front right hip, and Brendon's hand fits perfectly on top of it when he puts it there to stop Spencer from leaving.

"Your hair–" he says, and reaches forward with his other hand to flatten it and presumably make it not look like Spencer's just spent the last ten minutes making out with his best friend. "Okay, yeah. That's better."

"Hiding the evidence?" Spencer asks, and he tries to make the words sound light and quick, but his voice breaks halfway through and his heart is still beating way too fast in his chest.

"Don't want Susie trying to kill me in defense of your virtue because you look completely debauched," Brendon counters, and Spencer suddenly feels the thrumming tension inside him break and he laughs, because he can totally imagine Susie the fairy-princess-ballerina attacking Brendon with her tiny fists, and it's absolutely precious. A wave of relief washing over Spencer because yeah, this is okay. This is definitely okay.

They stumble into the living room and collapse on the sofa next to Stacey, laughing over some joke that neither of them can remember. Brendon's half-lying across Spencer, looks ridiculous and gorgeous in the too-big yellow orange hoodie that's advertising SPENCER'S CRAB SHACK (sometimes Spencer wonders about his relatives and the gifts they give), and he pulls up his legs and plops Susie onto his chest, joining her as she sings along with the dancing demons on the screen. Spencer doesn't even notice Ryan rolling his eyes and muttering, "Kids," on the other end of the sofa. It's kinda the best night of Spencer's life so far, and Brendon grins when he catches Spencer staring at him, and Spencer knows he feels the same way.

[ Brendon and Storybook Hour: ]

One day, Brendon finds the old Storybook Hour songs and thinks that with just a little bit of tweaking they could be the most fabulous things ever. Ryan figured they were just throw-away songs he was writing to get Stacey to join the band, so he didn't stress over them a lot like he did the Tragic, Drama-Filled Sagas of Teenage Angst. He had a lot of fun writing them, and they're light and fun and whimsical with a thread of dark humor running through them, and yeah, they could use some polish since Ryan was fifteen when he wrote them, but they're good. So Brendon steals them and tweaks.

Brendon isn't sure how to tell Ryan that he found these old songs though, or how to tell him that he touched them up. In the end he brings the reworked songs to practice one day, and, while he's waiting for everyone else to get their stuff together, starts playing the keyboard part of the Alice in Wonderland song, singing along as he plays. Brent doesn't notice what Brendon's doing, but Spencer does, and he just stops and stares, amazed and astonished and kinda really wanting to press Brendon up against the wall and kiss him senseless, because god, Brendon's voice— Spencer's already halfway across the garage and intent on assaulting Brendon.

But then Ryan comes down the stairs from the house and Brendon misses a key and jostles the stand for his keyboard, which knocks all his papers to the floor, and he has to scramble to gather them all up. He ends up not showing the songs to Ryan, instead shoves them in the back of a notebook and pretends they don't exist.

Spencer doesn't forget, though, and he totally calls Brendon out on it later, once practice is over and they're hanging out in Spencer and Ryan's room while Ryan tries to beat Brent senseless at Mario Kart in the den (though from the squeals of glee that they can vaguely hear, it sounds like Stacey is currently winning). "What was that you were playing earlier?" Spencer asks, half-seated in Brendon's lap, his hand resting just under the hem of Brendon's shirt.

Brendon blushes and ducks his head, tries to shrug it off as nothing, but Spencer won't let him. Finally Brendon admits, "Just some stuff I found a few weeks back, when I was looking for the reworked notation on the new song." Twisting around slightly, he grabs his notebook and tugs it into their laps, opening it up. "I know I shouldn't have taken them without permission, it's just... they're a lot different from the stuff Ryan usually writes, y'know? Not nearly so pretentious and melodramatic."

Head resting on Brendon's shoulder, Spencer skims over the music, lips silently mouthing the words against Brendon's neck as he reads them, hands twitching slightly, and Brendon knows Spencer's already working out what beats he'd use, knows that Spencer's itching to try them out, and he blushes. "Oh wow," Spencer says. "Oh wow, you reworked the Storybook songs. Are these– shit, did you do all of them? Wow. These are really good."

"Hm? Storybook? What?" Brendon asks, trying sound light and casual, to not preen at Spencer's praise. He totally fails, but he doesn't think Spencer minds, and his stomach squirms happily.

"Storybook Hour, our old band," Spencer explains, voice tinged with nostalgia as he sort of pets the sheet with the unicorn song. "The one Ryan and I had before Panic! – us and Stacey on the toy piano. She wanted to play some happy songs along with everything else, so Ryan wrote these."

"Why didn't he stick with these songs?" Brendon asks, genuinely curious. He kinda loves the music of Ryan's mind, even if it's always a bit. Off. Incomplete. "They're good. It's like... Like he wrote what he wanted to write, not just what he thought he should be writing."

"It hurts, I think," Spencer says with a shrug, closing the notebook and dropping it on the floor. "Hurts that it didn't work out. Maybe he's afraid that if he brings them back, Panic! won't work out either." He turns around so that he's facing Brendon, straddling his hips, and he gently pushes Brendon back until he falls back to lie on the bed. Spencer leans in, pressing against Brendon and kissing him slowly, deeply.

"It won't fall apart," Brendon pants when the finally part for air. He stares up at Spencer with a fierce intensity that makes Spencer believe him, somehow. "It won't fall apart, I won't let it."

"It's alright," Spencer says against his lips, "I know you won't."

[ Prom night fucking rocks: ]

Spencer takes Brendon to prom, just as his friend, not his date, and Brendon says, "Seriously, Ryan, you can't let my parents know about this – they think Spencer's a girl from your school that I'm taking, because they'd freak and not understand at all if they really knew." Brendon really means this. He doesn't want his parents to freak. He loves his parents. He kinda dreads telling them in a couple weeks that he isn't planning on going to college in the fall, is planning to instead take a year or two to travel and save the world. He's pretty sure they won't understand that either.

Brent totally has a date with a hot cheerleader from Spencer and Ryan's school, and Ryan is going stag with Spencer and Brendon. They're all carpooling there in the hearse, because going to your prom in a hearse is awesome, man, c'mon! All the guys are in the car, and they go to pick up Brent's date, but when she sees Spencer and Ryan in the car she says something to Brent along the lines of, oh my god, I can't believe you know those losers, in what she thinks is a hushed, private tone. The guys in the car can totally hear her and Brent goes all cold and doesn't even try to use his thing to tell her to go fuck herself and climbs back into the car, leaving her there and telling Ryan to drive. "That's okay," Brendon tells Brent, patting him on the shoulder, "she was hot, but really dumb. Only very stupid people risk incurring the wrath of Spencer Smith."

"Damn straight," Spencer says from where he's tucked up next to Brendon in the back.

"You can be Ryan's date!" Brendon suggests cheerfully, and both Brent and Ryan make loud noises of protest, because Brent is very much heterosexual, thankyouverymuch, and Ryan doesn't want a date, least of all Brent. ("No offense, Brent," he says, and Brent waves it off with a, "Naw, 's cool, man.")

"Besides," Ryan says as he pulls into a parking space at the hotel where the prom is being held, "it's just a bad idea to date in your band. That's like... dating family. Gross." The other three guys just share looks and don't say anything, because, um. Yeah. If Ryan wants to live in his own little world and totally ignore the six months Spencer and Brendon were all over each other, that's his deal. Brendon looks vaguely upset by Ryan's pronouncement and Spencer pats his shoulder sympathetically.

They pile out of the car and troop up to the entrance, all ready to go in and have a good time only to be stopped at the door and asked for their tickets and all that good stuff. There's some minor problems when the list of students from other schools is checked, and it's noted that Brent doesn't have the date that's listed with him. "We had a falling out," Brent tells the suspicious teacher doing the checking. "She didn't approve of my friends, we decided it would be better if we just came separately." He gestures to the other guys, and the teacher smiles when she recognizes the Smith brothers, such good boys.

"Well, if Mr. Wilson is friends with the Smith brothers, it must be fine," she says cheerfully, and lets them past.

"You're 'good boys' now?" Brent asks as they walk inside, obviously skeptical of this assessment. "They never found out about what all we did at the inter-school band camp in April, did they?"

"Shut it, Wilson. Just because we hang out with you doesn't mean we're not good students," Spencer says cheerfully.

Then they enter the room where the dance is being held Ryan stops, jaw literally dropping. "What. The fuck." The others don't have to ask what's wrong, they know all too well. It's not the kids dancing all pressed up against each other (that's to be expected, it's what you see at every school dance these days, really), or the atrocious decorations (and seriously, who's idea was it to make it the theme "A Magical Evening Under the Sea"?), no. They can live with that. When it comes down to it, prom is just a school dance, after all, and you can only expect so much from school dances. So there's only one thing that's really a problem, and that's the music. It's horrible. Awful. Horrendous. And people are actually dancing to it.

"Maybe the deejay is taking requests for other stuff?" Brendon suggests, glancing nervously at the deejay and hoping that Ryan won't snap and start taking out the prom planning committee with his bare hands.

"He better be," Ryan says darkly, striding across the room.

Spencer goes to back up Ryan, and Brendon and Brent are left in a sea of unfamiliar people. Well. Brent knows a few of them, vaguely, but Brendon's at a complete loss, and normally that wouldn't be a problem for him, because, hey, Brendon's pretty much the most friendly, gregarious, likable guy around. Except. Except tonight he's here as the not-date of a guy. In public. And that's. That's kind of scary and frightening for Brendon and he's sorta been on edge all evening and it was okay when they were a group, because that was a group, but now it's just Brent and Brendon and. And. "Want to check out the buffet?" Brendon asks nervously, glancing at the churning mass of bodies on the dance floor, then at where Spencer and Ryan are arguing with the deejay.

"Free food is always good in my book," Brent says in response, and they head for the food.

"It's not free. Those tickets were damned expensive," Brendon says as they start at one end of the table and work their way to the opposite end. The spread is pretty awesome, and it probably helps that most people decide they have to dance right away when they get there, so the food's mostly untouched still.

"Dude. You paid for your own ticket? Harsh," Brent says, shaking his head.

"You didn't?"

"Naw, my date paid. Duh."

"The date you ditched before you even got here." Actually, Brendon isn't all that surprised to hear this – he's found that Brent very rarely pays for anything unless he absolutely has to. Brendon keeps trying to convince him that this is not proper use of his thing, that it is leaning dangerously close to using his powers for Evil, but then Brent points out logical things like the fact that the people who pay for stuff for him are generally jerks with more money than sense, and okay, yeah. Brendon can see that it's sort of, not at all like Robin Hood. Kinda.

"She was a bitch. Sure, the Smiths are dorks, but they're our dorks."

"Right!" Brendon says proudly, because the Smith boys are totally theirs and no one's allowed to dis them. Never mind that, uh, yeah. Brendon probably couldn't defend anyone's honor if his life depended on it, but that's what he has Brent for. And Spencer. Spencer is amazing.

"Urie," Brent says, setting down his plate and laying a hand on Brendon's shoulder. "I hate to be the one to break this to you, but you're a dork too."

"Wilson, your harsh words do not wound me, because I know your weakness! You think you are so high and mighty, but I am a force to be reckoned with, I tell you," Brendon says seriously. "If you piss me off, I will totally turn you gay."

"You can't just change someone's sexual orientation, it doesn't work like that. Didn't you ever pay attention during biology?" Brent rolls his eyes and picks up his plate again, piling it high with sandwiches and carrot sticks.

Brendon waggles his eyebrows. "I have dangerous lips. And tongue. My tongue is a sword that will batter down your shield of heterosexuality! Seriously, I have skills, Brent, just ask Spencer." Spencer always says Brendon is a really good kisser and Brendon always preens, because Spencer Smith is totally amazing and his most favorite person in the world, after Ryan.

"...that just sounds gross," Brent says, making a face. "You make me very, very glad Ryan's the one who writes the lyrics. Your metaphors suck."

"Anyway," Brendon says loudly, as if saying it loud enough makes him right and Brent wrong, "I think you're just jealous. Jealous because you are neither awesome enough nor manly enough to be a dork along with the rest of your band."

Brent totally has an awesome retort to that since, okay, just because Spencer likes to imply that Brent isn't the brightest crayon in the box, that totally doesn't mean it's true – he's the one who's actually going to college in the fall, after all, not Brendon or the Smiths. Only Ryan and Spencer show up at that moment. "We're going," Ryan grinds out, eyes hard and vicious. Spencer is looking just as pissed beside him, and Brendon shrinks behind Brent, because Brent is tall and big and perhaps Spencer will try to maim Brent before he tries to maim Brendon. In his experience, maiming is never as much fun as making out.

"Wait," Brent says, holding up a finger. "Before you go into your rant on the small-mindedness of people who assume that everyone should only ever listen to their craptastic idea of great music, I would like to first say two very important things." He gestures to the tables. "Free. Food."

And yeah, Ryan's delicate sensibilities have been offended, but he's still a growing teenage male, and okay. Free food. Brent makes a very good argument, and it isn't as if they're going to get a refund for their tickets now anyway. So if nothing else, they can maybe screw over the stupid prom planning committee by clearing out most of the buffet before the other students even notice it's there. He thinks it's good thing they have Brendon with them – Brendon is like a walking, talking vacuum cleaner when it comes to food. It's kind of awesome in Ryan's opinion.

"So," Brendon asks tentatively as he nibbles at a cheese sandwich, watching as Spencer loads up his plate, "no good music?"

"It's all salsa, rap, or hip hop," Spencer says with a shrug. "And yeah, there's some of that stuff that isn't half bad, but the deejay's collection just sucks. God, would it kill them to play some not-shitty music at a school dance just once?"

"They had a live band at our prom," Brendon says. "Brent says they were pretty good."

"Awesome, you should've gone," Spencer says, grinning at Brendon.

"Yeah, well. I guess next time around I'll try doing that instead of saving your ass from a statue intent on your destruction," Brendon says sweetly.

"He didn't even have any swing," Ryan says with disgust, snagging a sandwich for himself and dumping four more on Brendon's plate when he isn't looking. Ryan doesn't eat much, but that's fine. Brendon is sure to eat enough for both of them if Ryan does this right. Revenge will be had. Cue evil laughter. "Sometimes they have at least a few songs, but he didn't have any. This was such a waste of time and money."

Brendon wonders why they came in the first place, but he supposes it's a part of the high school experience, going to prom. If this were a bad teen movie (which is where most of Brendon's knowledge of school dances comes from, really) there would actually be good music. And Ryan would be crowned Prom King. Which would be pretty awesome, Brendon thinks, snickering to himself and pretending to be innocent when Ryan glances in his direction. (Brendon is very, very good at pretending to be innocent, no matter what Spencer says. Spencer doesn't know what he's talking about when he says that Brendon's innocent face just makes people suspicious of him. Spencer is obviously just jealous of Brendon's awesome talents.)

They load up on food, wrapping the stuff they can't eat in napkins and tucking it into their pockets, then leave. It's not even past curfew, so they've no trouble leaving, and they're friendly and polite to the teachers manning the door, because it never hurts to be polite to authority figures, and then they're back in the car, slightly awkward in their rented tuxes (well, except for Ryan, who actually made his own, um, well – he calls it an outfit, and Brendon loves it, though yeah, it's kinda understandable why Brent's cheerleader said something). "So. What now?" Ryan asks, hands drumming idly on the wheel as he waits for suggestions. In the back, Brendon snuggles up against Spencer and grins as Spencer finally starts to unwind again. Spencer is an amazing cuddler.

Spencer opens his mouth, about to say something, and then a red sports car whizzes past them down the street and four heads snap about in unison to follow it. "Spencer," Brendon says quietly, "that man had a fish for a head."

Because he is amazing, Spencer smiles and pats Brendon's shoulder. "Yes. Yes he did." Up front, Ryan is grinning maniacally and starting the engine, and Belinda squeals out of the parking lot and after the red car. Though they don't manage to capture fish-head, they do get him to abandon the car which turns out to be stolen, and they call the cops and report it, making it a pretty awesome, low-key night. With fast car chases, good food, and snappy clothes. All and all, a very successful evening. Prom night fucking rocks.

[ How they are genius and acquire their very own Jon Walker: ]

Brent doesn't come with them when they started traveling seriously, since he wants to go to college, so they leave him back in Nevada. Now they are somewhere in the continental U.S. they've never seen before. Spencer keeps insisting that they're in Colorado, but Brendon is sure it is Nebraska, because he remembers that it's one of those states he always forgets, like Arkansas or Vermont, but he's pretty sure they're not far enough east for either of those yet. The four of them are still all on good terms because Brent asked them to not make a big deal about his abandoning them for college, and it was Brent asking. So they write and call and talk still and Brendon has a good time scaring off the random girls that sleepily answer Brent's phone in the morning by pretending to be Brent's boyfriend. Brent complains and Brendon cheerfully replies that it is his revenge for all the times Brent did his thing on Brendon. Spencer and Ryan totally encourage this behaviour. They're maybe a bit annoyed that it's so much harder to convince people to listen to them these days, what with the severe lack of Brent and all.

They travel around the country and oh hey, look! The Academy Is... is in town and there's a show, and they should totally go! Because, Spencer, they are band and they are supposed to appreciate music as well as save the human race (Brendon and Ryan have maybe joined the Gerard Way School of Rock Music – though Spencer maybe refuses to call it that because of his one-sided feud with MyChem – which involves saving lives as much as playing music). And they're having a great time until halfway through the show when Spencer starts to get twitchy. Brendon is the first to notice, and he and Ryan drag Spencer off to the side and quiz him, trying to figure out where the alien is, since aliens are the only things that make Spencer go twitchy like that.

But all Spencer can say for sure is that it's not any of the band. They hang around after the show finishes and surreptitiously check out all the people as they leave, trying to figure out who the alien is, but no, it's not any of the crowd either (though Brendon mentions that he thinks there are at least two or three low-level empaths, and Ryan rolls his eyes and mutters something about emo kids). Which means that it's someone who works at the venue, or one of the roadies, maybe.

Alas, they waste precious time checking out the people working at the venue, so they end up grumpy and tired and feeling like this would go so much better if Brent was here, even though Brent wouldn't have been able to make much of a difference, but it is the concept of the thing. To make things worse, Brendon is pretty sure he tapped into the alien at some point and got images of bloodlust and stuff and that never leads to happy, nonviolent endings in their experience. Plus, it means that they can't just let this go, because it means that there is a dangerous alien out there, and most probably traveling around the country with TAI. It is up to Panic! to save the day!

Only at the moment they're very tired and Spencer is bitchier than normal and even Brendon is feeling grumpy, because connecting to bloodthirsty aliens always makes him queasy. They stumble back to the car and Spencer says they should sleep, but Brendon points out that then they'll never be able to catch the alien. Ryan reminds them that his awesome car is half-spaceship and they can break the sound barrier in the morning (or afternoon, or whenever they wake up tomorrow) and catch up with TAI. Spencer and Brendon agree that this sounds like a good idea (which shows just how tired Spencer is, because he's always been very strict about the whole, no we're not going to try out the alien technology that you hooked up to Belinda, Ryan, I don't care how safe you think it is).

So the boys go to sleep. They sleep in the back of the car, and okay, that's one thing that's nice about it just being three of them, because they were never really able to fit all four of them in the back of the hearse. As it is, they have to be very friendly and snuggly, which Spencer and Ryan are fine with because they're, y'know, brothers, and Brendon is totally okay with, though Spencer declared early on that Brendon isn't allowed to sleep next to Ryan under any circumstances, much to Brendon's disappointment (though Spencer is better for snuggling up to, actually, and Brendon feels guilty about thinking this). Ryan doesn't get why it's an issue as long as they get sleep. And he likes sleeping with the other guys, since it's warmer that way. And comforting.

Sometimes rearrangements happen in the middle of the night, and really there is no way this should be able to happen considering how little space there is and all, but some mornings Spencer wakes up and he's not in the middle anymore and Ryan and Brendon are all snuggled up and wrapped around each other and it's kinda disgustingly cute. He maybe carefully extricates himself on those mornings, sneaks out, and takes his turn driving while he lets them sleep in, because they are so cute that he feels sorry for Brendon and his doomed crusade.

Which is totally what Spencer is confronted with the next day when he wakes up. Brendon all snuggled up against Ryan, face buried in the crook of Ryan's neck, Ryan hugging him close. Spencer has no idea how to activate the various special features Ryan's installed on Belinda, so he decides he'll drive to someplace he can get some food, and, more importantly, coffee, and then he will start on a long day of driving. Because aww, those kids. So cute.

Spencer gets coffee, which makes him slightly less grumpy and slightly more human. Which turns out to be a good thing, because oh god, there's this guy sitting at the counter, and he has this laugh and this beard and. And. And maybe Spencer will be eating breakfast at the counter this morning and not in the car with the disgustingly cute cuddling wonders. The guy at the counter smiles at Spencer and Spencer maybe forgets that he is Spencer Smith, hardcore alien fighter, and he smiles back as he sits down. "Hi," he says, trying not to sound breathless or anything weird. "Um. Is it alright if I sit here?"

He gets another smile back! More bliss! "Go right ahead. I don't mind the company," the guy says. He drinks his coffee, and Spencer is saved from feeling awkward when the woman behind the counter asks him what he wants, and he gets busy ordering. "That's a lot of food," says the guy, raising his eyebrows, obviously impressed.

"Oh, uh. Most of it is for my brother and our friend. They're still asleep, but we've got a long day of driving ahead of us, so I figure it's better to order food for them now," Spencer mumbles.

"Road trip?" asks the guy.

"Something like that, yeah," Spencer says. He's never quite sure what to tell people when they ask him why he's traveling all over the country in a hearse with two other guys. Something tells him that saving the world would not go down well. Or be accepted by anyone other than, like... Andy. (Andy's insistence that FOB's bus be converted to vegetarianism is maybe what is funding this entire trip, since Ryan actually converted a whole slew of buses in the end, once Pete found out how much money would be saved on fuel in the long run.) "We finished school, so, uh. We're kinda seeing the world now?" And geez, what's he on? Way to go, practically straight-out telling the cute guy that he's pretty much fresh out of high school! Spencer feels like an idiot.

"Sounds awesome," says the guy. "I'm Jon, by the way."

"Spencer," he replies weakly, and is about to say something more (though, come on, if he's serious with himself he'll admit that he's getting ready to put his foot in his mouth), when suddenly there's a sleepy yawn from behind him and a warm body is plastered against his back. Someone up there obviously hates Spencer.

"G'morning, Spencer Smith. Did you get me coffee? I love you," Brendon says as he reaches down and steals Spencer's coffee and drinks the whole thing, bastard.

Spencer has to clench his teeth to keep from straight-out attacking Brendon who has totally ruined his moment. "Good morning," he grinds out. "That was my coffee. Where's Ryan?"

"Still asleep, I think. He is so cute when he is asleep, Spencer! Like a puppy, only cuter. And more poky and less cuddly, but yeah." Brendon slides into the stool next to Spencer, opposite Jon, and leans heavily on Spencer's shoulder. "I am sorry about your coffee, but it totally gave its life for a higher cause. Namely, keeping me sane. Forgive me?"

And Spencer sighs and pats Brendon's shoulder, because he does have a point. Brendon can't filter anything worth a damn when he's half-asleep, and while Spencer doesn't have the same problem as, say, Bob Bryar, where he hears Brendon's amplified rebroadcast of ever thought he picks up, he does understand that Brendon's sensitive enough that he has a really hard time keeping his head straight even when he's completely awake. Plus, Spencer really doesn't want Brendon picking up on what he's thinking right now, because, yeah. Private thoughts. "I'm letting you off with a warning," he tells Brendon finally, pushing him away and glaring. "Brendon, this is Jon. Jon, Brendon," he says before Brendon can start repeating anything and everything that happens to flit through his mind, which he has a tendency to do when he's half-awake and he isn't really filtering yet.

"Hello, Jon," Brendon says cheerfully, and Spencer is reminded yet again of the fact that it is just wrong that Brendon is a morning person when he isn't even really awake.

Jon starts to say hello back, but he's interrupted by a sound of his phone ringing. He sighs and digs it out of his pocket glancing at the screen. "Sorry, I have to take this," he tells them even as he presses a button to answer. Spencer's food comes while Jon argues with the person on the other end of the line, and he pushes a plate of waffles smothered in whipped cream and strawberries at Brendon, who promptly gives Spencer a look that promises all sorts of lovely things in his future.

"So," Brendon asks Spencer quietly to between bites of waffle, "are we really going to fire up the jets today? That'd be so awesome."

"Only if we have to," Spencer says reluctantly, clutching his refilled mug to his chest and growling softly whenever Brendon moves too close. "You didn't have to live through the first three engines Ryan built when we got the car. I, on the other hand, still have nightmares."

Brendon concedes that Spencer may have a point, though he pouts as he does so and it's obvious that he's not going to be pleased until Spencer says straight out that yeah, they can try some of the more interesting features Ryan's added to Black Belinda. Next to him, Jon finally finishes his call. "Hey, I, uh. Have to go," he says, a genuine look of apology in his face as he slides of the stool and onto his feet, already digging out his wallet to settle his bill. "There's apparently been some kind of emergency and– Yeah, kinda needed to be there thirty minutes ago. It was really great meeting you, Spencer, Brendon." He slaps some bills on the counter and is practically running out the door, and Spencer is sighing even though he knew nothing could've happened. He thinks he still deserves to sigh, though, because they're in the middle of Nebraska, or something, and it isn't as if he'll ever see Jon again. More specifically, it isn't as if he'll ever get to see Jon's awesome smile again, which is really a shame.

Movement to Spencer's left causes his head to whip around, and Brendon has this smile on his face that just makes Spencer's blood boil. "What?" he snaps, glaring.

"Nothing," Brendon says cheerfully. Spencer totally doesn't trust that cheerfulness. Cheerful may be Brendon's default natural state, but there are totally different degrees of cheerful and this one is a dangerous one. It's the one that means Brendon's up to something. Brendon cocks his head to the side. "Ryan's up. We should get him tea."

"I know you're up to something," Spencer says, still suspicious. "I don't know why I ever let you stay when Brent brought you over."

"Because I'm cute and adorable!"

"No, I'm sure it wasn't that."

Ryan shows up and they feed him toast and tea (because Ryan has this thing where he really, really loves tea but omg, can't stand coffee; no one really gets it) and he mumbles and isn't really processing anything at the moment, but Brendon has a good time patting him on the head and helping him with his food. Getting Ryan functional in the morning used to be Spencer's job, but he pretty much lets Brendon do it all the time these days, because Spencer Smith is secretly a big softy at heart, and Brendon is just so happy and eager to help. Ryan says various incomprehensible mumbles and half-leans against Brendon, who easily answers all his mumbles, because he totally knows what Ryan's asking (psychic skillz ftw!), which is good because otherwise Ryan might continue to spend his morning worrying about chartreuse zombie giraffes.

Between them both, they manage to get Ryan able and working and head out on their mission to save TAI. And, y'know, other bands that happen to be touring with them, though Spencer kinda feels that they're not as important. It's like.... natural selection, right? The strong bands survive, the weak ones were never going to make it anyway. Brendon and Ryan maybe don't feel this is an appropriate comment and get upset and remind Spencer that this is about saving lives. Ryan, having finally woken up enough to process things, also reminds Spencer that he said they could try out the jets today. Spencer is starting to really regret having made that promise.

They pile into the car, with Spencer at the wheel even though Brendon's probably more awake and aware by this point. But Brendon is still not allowed to drive the car except if it's a life or death situation. And even then he's only allowed to drive in certain very specific life or death situations, all of which are enumerated on the list Ryan drew up after the first (and so far only) time Brendon got to drive the hearse. Ryan is fond of Brendon, but Brendon is not his baby and Belinda is.

Spencer is all set to turn the key in the ignition when he stops. "Guys," he says slowly, "where are we going again?"

"We're following The Academy Is...!" Brendon says, bouncing and eager to go. Spencer is reminded why he usually slips Brendon decaf (he finds that it has a total placebo effect and actually works just as well as regular coffee when it comes to waking Brendon up, only causes no terrifying fits of increased hyperactivity).

"...oh," says Ryan, and Spencer can see that at least Ryan's realized the problem, even if Brendon hasn't. "Shit. Didn't anyone think to get the tour schedule last night?"

No one did, of course, because they're just not that organized. They're a bunch of teenagers traveling at random to take on aliens – no one who does this kind of thing is ever really organized. In fact, they're lucky they have a car that doesn't require gas, since they've ended up running out of fuel twice now, because no one thought to pay any attention to the fuel gage (Belinda just gets such great mileage that none of them are really used to refilling her more than once every four months or so when they're just driving her around town).

(Sometimes when they get into trouble they call Andy and beg for him to bail them out, because they can't call their parents. Even though they're technically adults, it's their parents, and Mr. and Mrs. Smith are both upset that neither of their boys ended up going to college. Brendon doesn't talk about his parents much, and neither Smith asks him about them. Sometimes one or more of Brendon's sisters will call for him on Ryan or Spencer's phone, but that's it, really. Andy, on the other hand, is slightly older than them, and definitely more experienced with this whole traveling all over thing, and he totally loves Ryan for his wonderful veggie engine. And the fact that they are saving the world. He sometimes says it's too bad they never made it as a band, and Panic! just shrugs, because what they're doing now is more important than the music. Not everyone can be Gerard Way and make it big in music and save lives at the same time.)

Brendon stops bouncing and frowns. "Well. Can't I just–" His eyes suddenly go out of focus, and he makes a sort of choking noise before pulling himself back together and shaking his head a lot. "Okay. That was not the smartest thing to try, I think," he says in a strangled voice, and Spencer assumes Brendon unshielded completely and tried to pick out TAI, which, yeah, was pretty stupid. There're a lot of minds out there, after all, Brendon's never been particularly good at filtering and searching.

In the passenger seat Ryan sighs and rolls his eyes. He turns around and pulls his laptop out from underneath the backseat, opening it in his lap. "You're useless, Urie," he mutters as he opens his web browser and calls up Google. A few minutes later he has the tour schedule and Spencer's turning onto the highway. Spencer has yet to figure out how Ryan is managing to get internet in the car while they're on the road, because he knows they can't be tapping in to some random stranger's network all the time, it just wouldn't last. He doesn't ask, though, because he finds he generally doesn't want to know how Ryan's doohickies work.

They drive most of the day, changing drivers around lunch time, and actually manage to catch up with with the caravan of busses before too long. Unfortunately, it's not like they can just walk over and say, Hi, we've reason to believe there's a murderous alien in your midst and we're just going to wander around with our telepath and our alien detector and take care of that for you.

Well, actually. That's totally what Ryan and Brendon plan on doing, but Spencer is a bit more on top of things, luckily, and says no, that just won't work, because they'll just assume they're nuts and call the cops. After all, remember the time they met Bob Bryar? He totally didn't believe them about the aliens, even when Brent told him, and everyone knows that if Brent accepts it as fact, it probably pretty much is, since Brent's the eternal skeptic and all. This news makes Brendon and Ryan all mopey, but Spencer is not going to cave, because he has to be the voice of reason now that they don't have Brent to point out these kinds of things, and dammit, he's going to be reasonable about things.

Ryan grumbles and points out that it is too bad FOB isn't along on this tour, because they would totally be down with Panic! flushing out a murderous alien. Pete Wentz is awesome like that. Spencer rolls his eyes and says actually, Andy's the one who's been super awesome about all them trying to save the world and he suspects Wentz just wants into Ryan's pants. Ryan gets all pissy and upset about this, because Spencer has just insulted Pete Wentz, and yeah, Spencer is his brother and his best friend, but he doesn't know if he can really forgive Spencer for that. This is the point where Spencer points out that he controls the cash on this jolly romp across the country, and if Ryan plans to eat dinner tonight, he'll have to bow to Spencer's superior power. It is with great reluctance that Ryan agrees to let Spencer's slight on Pete Wentz go.

Brendon pipes up and points out that they still have no way to get at said murderous alien, let alone any idea what it looks like, and it's generally decided that it would be a much better idea to concentrate on, y'know, saving lives instead of bickering. Because they are Mature Adults, yes.

The Smiths know when it is time to let it go and shut up, and Brendon claiming to be a Mature Adult is definitely one of those times, so they do. After some general discussion, it is finally decided that their best bet would probably be to see about going to the show tonight and seeing if they can't ID the alien. And thus begins the very brief period of time during which Panic! kinda acts like TAI's groupies. Sorta. In a weird and not-really kinda way. (They have a mission! They're not doing it for fun! Really!)

After about two or three days of this, they happen to pull into a gas station to obtain snack items for Brendon in an effort to fill his mouth and thus provide some relief from his seemingly endless repertoire of Disney songs. (Spencer is infinitely glad that Brendon's mother drummed manners into him, thus ensuring that they will never have to worry about Brendon talking with his mouth full). As it turns out, they are not the only ones who think doing a snack run is a good idea – the busses stop as well. Not that Panic! is going to do anything like try to follow anyone who happens to come out the busses, because that would look weird and stalkery, yes, trust me, Ryan, I am the voice of reason and I know what I'm talking about.

Apparently TAI does not possess a voice of reason, though, since when Panic! gets back to Black Belinda, they find William Beckett sorta draped across her and the Butcher and Adam Siska totally checking out their ride.

"Uh," Ryan says and he is not at all panicking or having a fanboy freakout moment or anything, because he is totally cool and collected, okay? "That's our car."

William sits up and pulls down his sunglasses a little to look at them. "Hi," he says brightly, "we like your car. It's pretty."

Ryan splutters, because Black Belinda is not "pretty." But it is William Beckett who is calling her pretty, and Ryan thinks that might be okay. Only he isn't sure. And. And this is rather confusing and hard for him. This isn't like when they met FOB, because that was on their own terms, or like when they met Bob Bryar, because that was on their own turf, and plus Bob was threatening Brendon, which was just. Yeah.

Luckily, Brendon rarely falls victim to fanboy freakouts (that time with Bob Bryar was totally a special exception because Bob was big and scary and glaring him), and he bounces forward. "Ryan fixed her up! He's good with machines and things. He built the engine and added the rockets and put in the flux capacitor and the stealth mode."

The Butcher perks up. "Dude. You have a flux capacitor?"

"Brendon's joking," Spencer says, glaring pointedly at Brendon, because hello, they are just three regular guys, remember Brendon? "No flux capacitor, no stealth mode. It's just a car." But Siska's already circled around to the back of the hearse and is kneeling down, pointing out the jets to the Butcher, and Spencer sighs.

"You guys fans?" Siska asks, attention still totally focused on the car. "See, normally I wouldn't assume that random people like you three were anything less than normal, except Bill swears he saw your car at the last two gigs."

"I like pretty things," William says cheerfully.

"We're not stalkers," Spencer says quickly, because yeah, a bunch of guys following bands around looks a lot like stalking. Or like they're groupies, which is even worse than stalkers in Spencer's mind.

Ryan scratches the side of his nose, thinks for a moment, then says, "I built the engine in your bus. I think it needs a tune-up – seems to be lagging behind. Didn't get the adjustments on the carbon drive right when I scaled it up from the one in Belinda," and Spencer feels like he could kiss Ryan if he wasn't, y'know, his brother.

"You didn't build the engine," William says, but there's no cruelty in his voice. "Nobody just builds engines. Machines build engines."

"Ryan builds engines," Brendon shoots back. "Vegetarian engines. Andy says he's full of awesome." Brendon kinda thinks Andy is fabulous, because Andy is a vegan alien and everything.

This sparks a long argument about whether vegetarian engines are even possible, and whether they can actually be called vegetarian engines or if would be better to just call it an alternate-fuel based car. And if you can get a tax write-off for them like you can with an electric or hybrid car.

Brendon is perhaps not the best person to be arguing these things with, of course, because he knows very little about how taxes work, exactly, and even less about mechanics. They try to involve Ryan, only Ryan always depends on Spencer or their parents when it comes to taxes, so he knows even less about them, and he doesn't look at building engines as mechanics, so he's no use when it comes to that either. Finally Brendon gets frustrated enough that he declares the need for an impartial third party, which means he steals Ryan's phone and calls Andy.

This turns out to be just the thing to do, because Andy insists on talking to Spencer, since Spencer is the level-headed one and less prone to childish hysterics (mostly, as long as it doesn't involve the last chocolate cookie or pretty much any threat to Ryan). Spencer has the sense of mind to explain to Andy that they're trying to check up on something in the tour caravan, only Ryan's awesome skills are being doubted, and come on Andy, help them save the world. Please?

Andy sighs and asks Spencer why he doesn't just tell TAI that they've tracked a probably-hostile alien to the tour? (They've never had to develop any kind of secret code in order to discuss their activities with Andy, he just always understands what Panic! isn't saying when they call all, um, panicked. Brendon thinks Andy's psychic, Ryan thinks he's a genius, and Spencer happens to know for a fact that Andy puts the phone on speaker so Patrick can listen in and translate what isn't being said. Spencer isn't sure what this says about Patrick.) Spencer explains that it's bad enough TAI seems to think they're groupies, they don't need TAI thinking that they're alien conspiracy freaks also. At which point Andy observes that, in his experience, the conspiracy theorists aren't nearly as crazy as the groupies.

Spencer tells him this is not reassuring in the least, then asks to speak to Patrick, because he knows Patrick will be sane and reasonable. Once he's sure he's got Patrick and not Pete pretending to be Patrick just to be obnoxious (which has happened to Spencer more times than he can count), he hands the phone t Siska. "Here, you two sort it out like responsible adults," and oh god, he can't believe he just said that. Honestly, why is that the babies in these bands are always the most responsible ones? It doesn't make sense. He thinks it's a good thing he's older than Ryan, or else he'd start to seriously doubt the ways of the universe.

Five minutes on the phone with Patrick apparently smoothes things out enough that Siska is willing to believe Panic! (and Spencer makes a mental note to send Patrick something really nice as a thank you, because honestly – the guy has to put up with Andy's alieness and Pete Wentz, he shouldn't have to be bailing out some guys he only vaguely knows), and they make arrangements for Ryan to look over the engine when they stop that evening. Spencer raises his eyebrows at Ryan, and their brotherly psychic link must be working really well today or Brendon's helping out and relaying Spencer's mental messages, because Ryan says it might take a few days to get everything ship-shape again, and that he should probably look at the other engines as well, if that's alright. Wouldn't want anyone to be stranded in the middle of nowhere after all. Siska agrees that this is a good point, and takes Ryan off to talk to someone even more responsible and a lot more in charge of things.

It isn't until Spencer's pushing William Beckett out of the way and stowing the food they bought that it occurs to him that they just became roadies. For the busses. He thinks there's probably something wrong with that, but he can't pinpoint exactly what.

On their second day with the bands, Ryan heads off to tackle engines, his eyes sparkling and a grin plastered across his face as he thumbs the switch on the all-purpose tool he cobbled together together their senior year. He tried to explain it to Spencer once, and all Spencer really caught was that it was like a Swiss army knife, only instead of having three different blades, a screwdriver, and a pair of scissors, it can create any sort of blade or tool out of pure sound, and opens things by causing the air around them to vibrate at a conflicting frequency. Ryan calls it his sonic leatherman and has declared that Brendon is not allowed to touch it. Spencer can see the way Brendon's fingers twitch every time Ryan takes it out, and he doesn't like that one bit.

Since Ryan is busy with their cover story, Spencer tells Brendon to check out those people over there, far away from where Ryan and his sonic-whatever are, while he checks out TAI's roadies for possible aliens. "We're only looking for dangerous aliens, remember," Spencer warns Brendon. "If they aren't hurting anyone, don't bother them. Don't draw attention to yourself. Do your stealth thing." Brendon rolls his eyes and says he knows, Spencer, you don't have to tell me this stuff, but he's smiling as he says it, so Spencer isn't too worried about him. Having done his bit to try and keep Brendon out of trouble, Spencer heads off to check out TAI's crew.

He does not expect the SuperSoaker, and for a moment he freaks and thinks oh shit, corrosive acid, the alien's got me. But then he realizes that no, it's not acid. But someone has just managed to drench his shirt with some sort of green liquid. Spencer counts to ten and tries to stay calm. Then he sees that it's gotten on his shoes – his formerly pristine, white shoes – and his vision turns red and he can no longer remember why he should to be calm, because dammit, this is war.

"Oh, hey. Jack, you lied, that's not B–" The guy doesn't manage to finish because Spencer is already on top of him and has his fingers wrapped around his neck and so going to strangle him because, dammit, his shoes. Someone – two someones, actually – pull him off, even though Spencer is vicious and tenacious like a small, nasty, biting thing, only not so small. "Hey, it's okay, it's completely water soluble, no worries oh my god, Spencer?" says the guy holding the SuperSoaker and Spencer stares because, oh shit, it's Jon of the awesome smile and he might've just ruined Spencer's shirt and shoes and oh no, Spencer thinks he might be having a crisis of faith.

Part of him wants to do something that will allow him to see Jon's smile again, part of him is screaming for blood as repayment for his damaged clothes, and a tiny sliver of him, trampled and exhausted and hiding somewhere at the back of his mind, is struggling to remind him that he is on a Mission, and that Missions come before shoes and hormones. Spencer hates his conscience sometimes, but this is not one of those times, because it gives him direction and purpose! And also, listening to it will totally help him not act like a completely idiot in front of Jon, not that he cares what Jon thinks of him, since Jon has tarnished the sanctity of his shoes. This decided, Spencer stops struggling against Jon's fellow roadies and stands up straight. "Hey... Jon, wasn't it," he says as casually as he can, because Spencer Smith is totally casual and hasn't spent the past five days thinking about Jon's smile. "Didn't expect to see you here."

It doesn't take long to explain to the other guys how it is that Jon and Spencer know each other ("We met in a diner, right before they found the– You know. Almost a week ago, yeah," Jon says, and the roadies all share this look which is definitely not a good one and Spencer wishes he had Brendon here, because Spencer would kinda really love to know what they're thinking). Spencer explains about Ryan and his vegetarian engines, and makes up some stuff about how he's with Ryan to act as a second driver and how Brendon is there because they literally could not leave him behind, as he's practically surgically attached himself to the Smith brothers. Spencer is rather glad to discover that TAI's crew is 100% human, and is thinking it might be time to go and check in with Brendon when Jon asks him if he wants to go get coffee.

"I mean, if you're not busy or anything," Jon says. "And I don't mind waiting if you want to change or anything like that," and nnngh, why does Jon have to be so sweet??

But Spencer is strong and just gives Jon a stony look rather than melting. He is so good. "I have work to do. Sorry," though he totally makes it sound like he isn't sorry at all. He's very proud of himself.

Thus, Spencer escapes the cunning and nefarious clutches of Jon. Because Jon is totally cunning and nefarious, really, just look at those flip-flops. Cunning! Nefarious! Spencer looks for Brendon, in fact goes over and chats with the guys he told Brendon to talk to (no aliens there, thankfully), but they say they haven't spoken to or even seen Brendon, sorry. This causes Spencer to worry enough that he momentarily forgets about Jon, because Jon may have an awesome smile and nefarious flip-flops, but Brendon is his bandmate. Well, okay, they're not exactly a band anymore, so he's more a teammate, but it's the thought that counts. Spencer goes to find Ryan, because usually if Brendon isn't where he's supposed to be it's because he's busy trying to get Ryan to notice him.

Yes, those are Ryan's legs sticking out of the back of the bus, and yep, that's a second pair of legs there, so Spencer's found Ryan and... and Jon, dammit. Spencer would recognize those flip-flops anywhere. Jon is obviously insidious as well as cunning and nefarious. He stomps over and clears his throat, then waits for the other two emerge from the engine. Jon smiles and starts to say how Ryan's explaining the carbon conversion process to him, but Spencer is strong and doesn't look at Jon, focusing instead on Ryan. "Ryan, we have a problem. Brendon's missing."

Ryan shrugs. "Brendon can take care of himself." There is very little that can distract Ryan when he's in the mood to mess around with grease and fiddly little bits of metal.

Spencer sighs. "He was supposed to be working on things, and he didn't even get started on them. I think he went off on his own again. Like that time with the cheer coach." Why the hell Jon is still here? Doesn't the guy get that he isn't wanted? Geez.

As soon as Spencer mentions the cheer coach, Ryan's eyes lose their dazed quality and turn attentive. "Shit. Yeah, we have a problem. You think he saw something?"

"Seems likely," Spencer says with a nod.

Ryan groans. If they get Brendon killed, Brent is never going to let them live it down. He always gets pissed if (when) they mess up the stuff he finds for them. "Look, Jon, sorry but I gotta go take care of this," Ryan says, his tone apologetic. Spencer's eyes narrow. Jon and Ryan just met, there is no reason why Ryan should sound apologetic. Can't Ryan see that Jon is dangerous and untrustworthy?

"You guys want any help finding your friend?" Jon asks, and he looks genuinely concerned. "I mean, there're a lot of places he could've ended up, and you're not exactly familiar with the setup around here yet, right?" Spencer's eyes narrow some more. Jon looks awfully twitchy. Is he covering up for the murderous alien? It seems likely.

"Sure," Spencer says, not looking at Jon. "You check those places, Ryan and I'll check everywhere else." Because there is no way he is going to let Jon lure him to someplace where no one will ever hear him scream. He isn't stupid.

Ryan's looking at him oddly, and as soon as Jon is gone he demands Spencer tell him why he's so being such a jerk. "Jon's pretty awesome, Spencer. He actually gets carbon conversion! Only Andy's ever understood it before, you know." Spencer does know. Ryan would not shut up about it when he first discovered that little tidbit.

"I have reason to believe he's in league with the alien," Spencer says icily.

"Really, what kind of reason?"

"He smiles too much. Also, flip-flops. It's the middle of October, no one in their right minds wears flip-flops in this kind of weather at this time of year. He's suspicious."

"...I thought you told Andy you didn't want people to think we're conspiracy theorists?" Ryan says skeptically.

Spencer is about to say something scathingly brilliant in reply, because he is always scathingly brilliant, when when they hear the scream.

Which, okay, they pretty much expected to hear it, because usually when Brendon goes off on his own it's only a matter of time before the scream's heard. Ryan and Spencer have tried over and over again to get Brendon to understand that his supposedly awesome war cry sounds like a girl screaming, but Brendon just won't listen. That or he totally realizes it and just continues to do it because he knows it'll piss off the Smiths. Spencer suspects the latter. Brendon can be kinda demonic at times.

"We have got him to stop doing that," Spencer says as they race to Brendon's rescue. Which, okay, to be fair Brendon's gotten better since that time with the cheer coach, and really none of them knew what they were doing then, so, yeah. As long as he hasn't been distracted by something shiny or anything like that, Brendon's probably fine and holding is own. "You can write a song for him or something."

"He's not allowed to sing my songs," Ryan mutters. "He'd try to make them happy and about unicorns and rainbows like Stacey did. But yeah, the screaming has to stop."

The creepy thing is that right then the screaming does stop. The Smiths share a glance and immediately speed up. There's very little that shuts up Brendon once he starts his war cry. Not even victory does it, since once he wins he just starts on one of his victory songs. They've nice melodies, Spencer admits, but they need better words. Stupid Brendon and his stupid victory songs.

Whatever Ryan and Spencer are expecting to find when they eventually reach Brendon, it certainly isn't Brendon and Jon held up against a wall by giant tentacles wrapped around their necks, their faces kinda starting to turn blue. The tentacles are coming out of the mouth of a dull looking guy who Spencer thinks he's seen around but hasn't really gotten close to. Spencer doesn't even stop to take a moment to think things through, he just turns to Ryan, grabs his sonic-whatsit and demands to know what frequency will turn calamari in puree. He dials it in, enables the timer feature, and throws it at the alien's neck. Years of throwing drumsticks at first his sisters and later Brendon have given Spencer wicked aim, and he gets it on first shot. The alien explodes into blue goo, and Jon and Brendon hit the ground when they're released. The severed tentacles flop about uselessly on the ground a few times before going absolutely still.

Somehow Ryan's still pristine despite the fact that everything else is bright blue, and yeah, okay, Spencer has to admit that between the food coloring and the goo, his own clothes are totally shot. Ryan makes his way over to where the alien was standing and retrieves his gadget, then hauls Brendon to his feet and proceeds to bawl him out for acting stupid. Spencer smirks. Usually Ryan only does yells at Brendon like that when he's seriously freaking out because Brendon's gone nearly gotten himself killed. It's kinda cute.

Absently wiping goo from his face, Spencer glances around at the mess. There's no way they can possibly clean this all up. Might as well leave it like Andy always wants them to. He sighs. He wants a shower. This has not been his day.

"Hey, so. Demons?" asks a voice right beside him and shit, Spencer nearly jumps out of his skin. He turns and glares at Jon.

"Aliens," he snaps. "We take care of harmful aliens. I think this one was eating groupies, though I'm not positive, you'd have to ask Brendon to be sure."

"That would explain the desiccated bodies we've been finding near the venues for the past few months," Jon says, nodding thoughtfully. "Bill kept insisting we were being stalked by a vampire. I think he said he was going to ask Gerard Way to come in if it happened again."

"Gerard Way doesn't know shit about aliens," Spencer says snidely, which, okay, maybe isn't completely fair, since he's never actually met the man. He just hasn't exactly had much of a soft spot for MyChem ever since their drummer threatened to maim Brendon.

Jon laughs. "Ouch, harsh."

Spencer is, perhaps, a bit shorter with Jon than he actually means to be, because yeah, the guy just nearly got killed trying to help them, and he's probably not actually nefarious or evil or anything, but Spencer is also stressed and freaked out because Brendon is kinda like his second little brother and he was seriously scared Brendon and Jon were going to die because usually they have the car and this time they didn't and he had to just improvise. He totally didn't think that whole thing with Ryan's sonic-something would work as well as it did.

Luckily, Jon seems to realize all this, and gives him a hug, which is maybe exactly what Spencer needs right now. "Hey. Thanks for saving my life."

Gulping, Spencer sniffs, because he's allergic to alien goo and it's making his eyes water, really – Spencer Smith totally does not cry. "You're still not forgiven for turning me green," he says.

Jon is of course not appeased by Spencer's simple, straightforward explanation that they take care of aliens, so Spencer takes him up on his offer of coffee once they've had a chance to shower (this is managed by showing up at TAI's bus and Jon cheerfully telling Bill that the vampire's been taken care of and they'll be stealing his shower now). Spencer makes Brendon stop retelling horror stories of past encounters long enough to clean up as well. Then he drags both Ryan and Brendon along on the coffee expedition (just in case Jon actually is nefarious, not because he's still shaky or anything).

"We're actually a band," Spencer explains once he has caffeine that he has not paid for (apparently saving someone's life earns you free coffee, who knew). "We just moonlight as alien troubleshooters because Brendon's too curious and Ryan has a saving people thing."

"And our bassist kinda left us," Brendon pipes up. Spencer and Ryan glare at him, because Brent hasn't left, he just... decided to go to college and get a degree so he could get an actual paying job someday. Okay, yeah. Brent totally sold out on them.

"That's so cool," Jon says, his eyes bright and eager. "You guys are like My Chemical Romance – playing music and saving lives."

Spencer growls loudly. Ryan pats his hand and explains to Jon, "Spencer has issues with My Chem. Their drummer tried to kill Brendon once."

"We are so much better than those posers," Spencer grumbles. "Our gear's better, our music's better, our psychic's better, and we're actually saving the world." Though, granted, it's more through Ryan's awesome, eco-friendly engines than because they take care of hostile aliens, but yeah. Totally better than My Chem.

They end up staying with the tour for another week while Ryan works on the engines in all the busses until they meet his standards. He maybe adds in a few extra features, though Spencer expressly forbids him from telling anyone how to turn on the turbo drive. Spencer is such a killjoy sometimes.

Around the time they're ready to finally part ways and get on with their random wanderings across backcountry America, Jon's waiting with coffee when Spencer sleepily climbs out of the hearse one morning. The sight is actually not an unfamiliar one – Jon's been giving him coffee ever since the whole alien thing, and Spencer isn't about to complain or turn it down. He makes grabby hands towards the cup and happily inhales half of it straight off.

"So," Jon says, glancing down at the ground. "I suppose you're going to go back to alien hunting now, huh? Since Ryan's done with the busses."

"Mmmyup," Spencer says, still in his happy, early morning coffee coma.

"And hey, I was thinking. It's. I play bass," Jon sort of blurts out. "If you guys still need a bassist. Since I bet you'd be an awesome band, if you had the people."

Suddenly Brendon and Ryan are sticking their heads out the back of the car, looking way too alert for this time of day. "You play bass?" Ryan asks at the same time that Brendon says, a little breathlessly, "Jonny Walker, are you propositioning us?" Brendon sounds absolutely delighted at the prospect. Spencer kind of wants to kill him. No, kill them both.

"Yeah. Yeah, I am," Jon says and then, oh god, he smiles. Dammit, dammit, that's not fair. He shouldn't be allowed to do that. No Jon smiles before Spencer's finished his first cup of coffee.

"I say we take him," Brendon tells Ryan very seriously. "If he's worse than Brent, he can be our back-up bassist. Or play rhythm guitar."

"We don't need a rhythm guitarist," Ryan argues. "If Brent's better, Jon can be our roadie. That okay with you, Jon?"

Jon nods and grins and Spencer glares at them all and drinks the rest of his coffee, because it's become very clear to him that he has absolutely no say in this at all. He hates Brendon and Ryan and most of all Jon. There is absolutely no way he is going to be happy about this situation. "Here," says Jon, taking his empty cup and handing him another full one.

Spencer stares down at the cup, takes a sip, then considers. "Well," he says finally after several minutes, "I guess we can keep him. He makes good coffee, if nothing else."

[ Everyone has an important role in the band: ]

"Spencer drums?" Jon asks, obviously surprised by this bit of news. He's been traveling with Brendon and the Smith brothers for about three weeks now, and though he's ostensibly their roadie-slash-backup-bassist, he doesn't really know anything about their band aside from the name. And he only knows that because Bill or someone told him. He's never even heard Panic! play; he has no idea if they're any good, but in their defense, they've never heard him play either, so they're all taking a chance here, really.

"Well, yeah," Brendon says, rolling his eyes like he can't believe Jon doesn't know that, geez. "What else would he play?"

Jon isn't sure – guitar, maybe? Because honestly, he kinda assumed Brendon was the band's drummer, he's so energetic and everything. "Okay, so Spencer drums," Jon says, committing this to memory, "and you sing, so Ryan—"

Brendon laughs and shakes his head. "I don't sing, I play keyboard. Ryan sings and plays guitar."

"You've a really good voice, though," Jon says with a frown, since, yeah, this makes no sense to him, because Brendon's always singing. Singing along with the radio, singing along with his iPod, singing along with nothing at all, just singing. Sometimes Jon joins in when he knows the words, and they serenade Spencer and Ryan together until one of the Smiths tells them to shut up.

Brendon shrugs a shoulder and looks down at the ground, scuffing the toe of his shoe in the dirt. "Ryan says I'm not allowed to sing his songs. He says I'll make them happy and stupid. And. I like it when Ryan sings." He smiles at Jon, and it's clear that, though he's sad that Ryan doesn't trust him with his lyrics, Brendon doesn't mind the least bit that he's not singing lead.

Jon's been traveling with these guys for three weeks now, known them for nearly five, and he's starting to see that yeah, this is how they work. Though they aren't actively playing – haven't even got any instruments with them, really, since they're pressed for space in the hearse – music is still just as important to them as saving the world from hostile aliens (or aliens from xenophobic humans, though Jon has yet to witness something like that). At the same time, music is something they do for fun, and if one person insists on a certain peculiarities, no one argues, since it's about having fun, not about making it big and being successful. Though Jon has the impression that they wouldn't mind that happening either.

The more time he spends with them, the better Jon gets to know their respective roles within the group. It's weird at times, because the power dynamics are different depending on whether it's the group as a band or as alien investigators or whatever they are. Near as Jon can figure, Ryan is in charge of the band, he's the one who writes their lyrics and most of the music, though Brendon seems to help with the second (and yeah, it's the weirdest thing ever to see them writing, because they do it without any instruments aside from this plinky, beat-up toy piano with only eight keys). Ryan's their leader, the one with the plans and the vision. Spencer's second-in-command, the one who acts responsible and forces Ryan's vision to mostly conform to logic. Brendon's the spirit, the energy, and Jon swears Brendon's got to be sleeping with one of the Smith brothers, but Jon can't for the life of him figure out which. Maybe it's both. And even though he's never met the guy, Jon knows that Brent acts as a kind of anchor, grounding the other three in reality and keeping them focused, keeping them from getting lost in the music. Jon's pretty sure the only reason the guys have managed this trip without Brent so far is that all they have instrument-wise is their one little blue piano. It probably doesn't hurt that Ryan or Spencer or Brendon calls Brent practically every night, and those nights they don't call him, he nearly always calls them.

And, just like everyone in Panic! has an important role in the band, each of them has an important role in their extraterrestrial troubleshooting group.

Ryan is their mechanic, though no one thinks of him as the mechanic because he's not all that mechanical and he tended to fail at math in school because he'd much rather write or doodle. He doesn't like numbers, and numbers don't like him. But Ryan likes patterns, and he likes to look at how things fit together. When he modifies various parts of the hearse, it's not a matter of mechanics, it's more like... tuning an instrument. Black Belinda was inferior before and not living up to her full potential because she wasn't properly tuned. Now that Ryan's worked her over, she runs like a song. Jon asks at one point why they have a hearse, wouldn't a DeLorean make more sense? Or at least a Volkswagon van if they originally got the car to haul their gear. Ryan gives him a look like he's crazy and says that Belinda has style and elegance. Jon admits that Ryan has a point.

Brendon is like their diplomat-slash-litmus paper, since they learn pretty fast that if Brendon gets along with someone, they're probably safe. And if Brendon looks uncomfortable and keeps nervously glancing over his shoulder, it's time for Ryan to start the car, because they're probably going to have to either make a fast getaway or run someone down. Or both. Brendon rarely leads them wrong when it comes to his assessment of people. After a while, Ryan begins to affectionately call Brendon their canary.

Brent tends to act as an extra pair of hands and a voice of reason. The other guys tend to use Brent as a sounding board when they're trying to figure out whether something sounds absolutely crazy and off-the-wall, as Ryan rarely finds much of anything unusual, Brendon is too spastic have anything to do with the word "reason," and Spencer has periodic fits of doubt as to whether he's really fit to decide what's "normal" after growing up with Ryan. Even more important is the fact that Brent is an expert at acquiring things. If Ryan needs a 1946 typewriter, or a runcible spoon, or a keyboardist, or half of a locomotive, Brent will know where to get one, and usually for dirt cheap if not for free.

Aside from being able to identify aliens with freakish accuracy – which is really just a result of having spent the past thirteen years watching Ryan all the time so as to put a damper on any and all abnormal behaviour – Spencer has no special talent like the other three do. Brent's the closest to "normal" mentally, but Spencer is the most normal in every other way (because really, there is nothing normal about the way Brent is able to find the odd, off-the-wall things that Ryan demands; Spencer actually finds it more disturbing than Brendon's mindreading trick). It doesn't bother Spencer, he figures he's there to be Ryan's sidekick, and the rest of the voice of reason (because yeah, sometimes Brent lets the excitement get the better of him too, and he's just as useless as Brendon and Ryan). Three days after they met Jon, he said something to Spencer about "his team," and Spencer spluttered and tried to explain that no, it's really more Ryan's team, since Ryan built Belinda, and he's the one who always wants to know more about things. Jon turned and asked Brendon what he thought of Spencer's leadership skills. Brendon rubbed his nose and launched into a long and convoluted tale that basically triumphed the many times that Spencer's quick and precise thinking saved his life. Jon settled back in his chair and raised an eyebrow at Spencer as Brendon prattled on, and Spencer flushed slightly and looked away. He never again tries to claim he isn't the leader of their group.

It takes Jon a while to find his own niche in among the others, but it comes to him eventually. He starts taking pictures of and recording information about the aliens and other weird phenomena they encounter, and puts it all into this awesome searchable database he's set up on his laptop so that they can look up stuff quickly if need be. Ryan thinks this is amazing and maybe ends up trailing after Jon with big puppy eyes for a few weeks, building gadgets and things for him. Neither Brendon nor Spencer appreciate this, and they both end up grumpy and out of sorts (though Brendon quickly recovers when he realizes the awesome that is Jon Walker and joins Ryan following him around).

Eventually, Ryan has the stars in his eyes crushed when he realizes that Jon's only human and actually doesn't have the foggiest idea of how to write a more streamlined database program. He gets all huffy and steals Jon's computer, refusing to give it back until he has written a completely new program from ground up and input all the data Jon's already collected. Brendon pats Jon on the shoulder and reassures him that it's okay, he still loves Jon even if Ryan doesn't. Jon isn't worried though, and he just smiles to himself because Brendon can't take his eyes off of Ryan even as he's reassuring Jon. He feels sorry for Brendon, because it's pretty clear that Brendon's absolutely devoted to Ryan, and Ryan is completely oblivious to the fact. Jon's glad he sets realistic goals for himself, because Spencer Smith is totally a realistic goal, honest. Jon just has to work on taking down the various layers of defensive sarcasm and bitchiness first, which will be a snap, as Jon has patience and perseverance (which means that he can tolerate William Beckett for long periods of time, so Spencer should be easy).

[ The ins and outs of Panic! on the road: ]

Spencer sort of has no clue when it comes to Jon. Sure, he crushed on Jon the first time he met him, but the next time he talked to him he was busy being all Official and Missiony and he seriously did think Jon was in league with the alien to a certain extent. Plus, y'know, Jon messed with his shoes. All attraction to Jon kinda went back to square one when that happened.

It probably doesn't help that though Jon totally left TAI for Panic! because he wanted into Spencer's pants (also because, y'know, ALIENS), for the first month or two that he's traveling with them, he's under the impression that Spencer and Brendon are an item. Which is confusing, because Brendon is also really touchy-feely with Ryan, though he seems more, uh, inappropriate-touchy with Spencer and more cuddly-touchy with Ryan. Jon deals with his crush on Spencer by giving him coffee and trying to put together his awesome alien database which, okay, makes Ryan happy more than Spencer, but Spencer always gets happy when Ryan's happy, so Jon totally has ulterior motives there.

Four months after Jon starts traveling with them, they're somewhere between North Carolina and New Jersey and Ryan accidentally creates a dimensional pocket in the back of the car while trying to repair their portable coffee maker. The coffee maker ends up being a lost cause (mostly because it's become fused to the engine casing—don't ask), but it doesn't matter, because the dimensional pocket ends up being the size of a cozy, three room house, which is what it basically becomes once they've acquired some building supplies and let Ryan and Jon loose inside. Brendon and Spencer have a good time watching, but don't bother trying to help. Brendon isn't exactly trustworthy when holding a hammer (or any tool, really), and Spencer straight-out refuses to help with a look on his face that dares anyone to argue. Everyone's smart, so no one does.

Ryan's kinda awesome with his making-things thing. He just... makes stuff. And doesn't understand when other people think it's such a big deal, because it was easy, anyone could do it!

And because he meets nice people who want to protect that special bit of Ryan, no one tells him that it's unusual or anything. Hell, a lot of people don't believe he can actually do it, or that he does it as easily as he does. It... kinda really freaks out Jon the first time Ryan does it. It was one thing when he was watching him fix the bus engines, because that wasn't Ryan making something completely new, that was Ryan repairing something that was already there. And Jon maybe didn't realize that Ryan didn't just build and fix the veggie engines, he invented them. When he was fifteen.

Then, about a week after they part ways with TAI, Ryan turns to Brendon and says that he has to stop using up Ryan's minutes all the time, because Brendon kinda doesn't have a phone of his own, though he thinks he's sneaky and that Spencer and Ryan don't know he doesn't have one when they totally do. And now Ryan's calling Brendon on it. Brendon wibbles and explains how phones are expensive, and it isn't as if they really make money with their alien troubleshooter thing, and, yeah, maybe Brendon's kinda really strapped for cash since he left home, because he had a part time job during senior year, but his savings from that are going to run out soon, and it's not like he can borrow money from his parents or anything. It hangs unspoken in the background that Brendon hasn't talked to his parents since they left Vegas last summer.

Ryan rolls his eyes, goes into a ninety-nine cent store, buys maybe five dollars worth of random stuff, and spends an hour or two that evening building a phone for Brendon. It's not very sleek, but he says he'll slim it down when Spencer or Jon're driving the next day. And then Ryan explains how it's actually a planless phone, since it doesn't use a satellite network or anything like that, it just... reaches out and grabs other phones and connects to them. He can't explain it exactly, he doesn't know the right words or terminology, but Brendon looks absolutely amazed and it's obvious that he thinks Ryan hung the moon and stars, and he hugs him and declares him his bestest friend ever.

Jon watches all this and frowns, scratching his chin. "...did he just build a cellphone?" he asks Spencer, and the doubt is clear in his voice.

Spencer shrugs. "Probably. Well. I doubt it uses cells or whatever. Knowing Ryan, it probably operates on another system entirely. He'll likely ask for your phone sometime soon, though – want to rebuild it and and improve it so that it works better and is practically or totally free to boot. It's just what he does."

Ryan likes to make things that people will find useful. Machines that aren't optimized to work at their full potential irk him, and if left alone with them, he'll go out of his way to fix them, improve them, make them better, stronger, faster, cheaper, more environmentally friendly. It's like a nervous tic in that he can't exactly help himself – he wants to help, he just doesn't know how a lot of the time, and people get a bit weirded out when he plucks their mp3 player or phone or whatever out of their hands and starts tinkering with it.

He wants to do the same thing with songs, but he isn't sure how. For some reason the music never behaves itself the way it should when he tries to make it work with the lyrics. More and more often he lets Brendon help, but it annoys him, irks him that he should have to ask for help, because it's music, something he understands intimately, and he should be able to do it all on his own. He shouldn't need Brendon's help, shouldn't need anyone's help. But for some reason the music in his head never matches up to the words on the paper before him. Like there are notes or syllables or something missing in there somewhere, but he can never figure out what.

"It bothers him when he can't do anything to help," Spencer tells Jon as he kicks dirt onto their campfire, putting it out. They're in a state park tonight, and it's nice and quiet among the trees. Peaceful.

Jon nods. "That's why he has to do something about the aliens and stuff, right?" He still isn't sure about aliens (aliens!), even though he's seen a few more since he bailed on TAI (which reminds him, he should call Bill or Tom and reassure them that he's still alive and maybe gloat a bit, because, well, aliens), but the other guys call them aliens, so Jon just figures he'll go along with it. After all, what else could they be? Demons? That's a bit too far-fetched in his opinion.

"I guess," Spencer says with a shrug. "The alien thing... We never meant to do it. We just had to save Brendon the one time, and then after that we kept running into them, and it was like... we were there, and we knew what was going on, and we had to do something, because no one else would."

That Jon can understand. If you're there, and you can help, you have to. And now these three guys just go around, helping people out when they can, though mostly no one ever knows they help, since leaving several square meters worth of grass completely splattered with blue goo and tentacles isn't their normal modus operandi. And even when they do leave obvious evidence like that, not everyone gets what happened. "I think it's awesome," he tells Spencer in his most sincere voice. "Though I have no idea how you support yourselves, doing this."

"Well. That's why we take Ryan along," Spencer says. "He makes shiny things and sells them, or makes old things shiny again, and people pay him money. Then Brendon and I steal it from him, because Ryan is a total tightwad and if he was left to his own devices he'd probably just hoard it and refuse to ever share." Jon thinks Spencer actually controls the money more because he's the most responsible when it comes to stuff like that, as long as one overlooks his shoe thing. Ryan once told Jon that that's why it's so important that they make it as a band, so he doesn't have to support Spencer's shoe habit anymore.

When Ryan and Jon have finished their construction work and the pocket space Ryan accidentally managed to create has been furnished (mostly through yard sales and second-hand stores), there's some contention over what to do about the fourth bedroom, particularly since it doesn't exist.

Which really means that the debate is over whether someone will end up sleeping on the couch in the common area. Jon volunteers to sleep on the couch, seeing as how he's the newest addition and, at the moment, is technically (according to Ryan, who pretty much owns the car, and thus is the voice of authority in matters like this one) still their roadie (though he sometimes gets demoted to groupie when Ryan's particularly annoyed with him). He also volunteers because that's just the kind of guy that Jon is, and he points out that he's been on the road longer than any of the others, and so can tolerate the most discomfort. His offer, however, is immediately shot down by Brendon, who insists that Jon pulls his weight around there and thus deserves a bed. Brendon goes on to suggest that he be the one to take the couch, seeing as how he doesn't need to be as rested as everyone else, since he's not required to be a driver (or rather, both Ryan and Spencer refuse to let him drive). But the others won't agree to that either, and no one suggests that either Smith brother not get a room, seeing as how it's their car and all. Which means that someone's going to have to double up.

This starts a whole new round of arguments, this time over who will be doubling up with whom. The two best suited for sharing would be, of course, Ryan and Spencer, seeing as how they're brothers and have pretty much shared the same sleeping space since they were five. At the same time, they're brothers and they've shared the same sleeping space since they were five. Brendon says he doesn't mind sharing with Jon, and Jon seconds this, but Ryan gets a dark look on his face as soon as that possibility is brought up, so everyone quickly drops it.

In the end, Brendon and Spencer end up being the ones to share, which on the one hand makes sense – they're used to each other, used to the way they fit around one another both awake and asleep – but on the other just... doesn't seem right. Spencer thinks it's maybe because he just sort of assumed when the whole debate started that it would ultimately end with Ryan and Brendon in the same room, and it just seems a bit odd that it didn't turn out that way.

As it turns out, it's just as well that Brendon ends up sharing a room, since he really can't sleep on his own. Not inside the pocket of space that now seems to be attached to the back of the car. Sometime before leaving Vegas they figured out that Ryan's electronics and things act as psychic buffers, filtering out most of the background noise that continues to constantly plague Brendon even after he's learned how to build a shield around his mind. The dimension in the back of the hearse has that same quality, only instead of the shield sort of radiating from those things nearby that Ryan's tinkered with, it surrounds and encompasses everything. Inside the pocket dimension, Brendon can't hear anyone besides whoever else is in there with him, and for someone who's been hearing the rest of the world at some level for his entire life, it's terrifying. He wakes up in the middle of the night, panicking because there's so little noise, and he needs to have someone there, just to see, just to curl up to next to and feel, just to reassure himself that he's not completely alone.

The first night they sleep in the pocket, Spencer finds himself rubbing Brendon's back and making sleep-soft shhhing noises at three in the morning, trying to calm him down enough to go back to sleep. It's strangely relaxing, despite the obvious panic on Brendon's face, and for the first time in a long while Spencer maybe regrets a little bit that he and Brendon ever broke up. Even when Brendon is stressed beyond belief, there's something comforting about being around him, Spencer thinks. "It's all right," he says softly into Brendon's hair. "Everything's all right."

Brendon clutches at the front of Spencer's shirt, his breath ragged and uneven. "How can you know, Spencer? What if everything isn't all right? What if everyone's dead or hurt or sick or they've been abducted and now they're gone? What if it's just us, Spencer? What if it's just us and I never got a chance to tell my parents I love them."

The last wrenches at Spencer's heart, because Brendon never talks about his parents, none of them talk about Brendon's parents, not since they left Las Vegas eight months ago. Clenching his teeth so tight his jaw hurts, Spencer hugs Brendon closer. "It's okay. It's all going to be okay. Look. Do you want to call them and make sure? You can use my phone," because Brendon's is kinda chancy, since Ryan's working out some of the kinks in the electronics still.

"Can I?" Brendon asks, voice small and muffled against Spencer's shirt, and Spencer's already fumbling at the nightstand for his phone.

The time difference means that it's just past midnight back in Nevada, and Spencer has to be the one to dial the number for Brendon, because Brendon's hands are too shaky and he can't see the buttons due to the dark and lack of glasses and most of all fear. He hands the phone to Brendon, watching as Brendon clutches it like a lifeline. The answering machine picks it up, and Spencer wants to hit someone because the look on Brendon's face is pathetic and not in the least bit reassured. Brendon starts to shakily leave a message, lots of ums and ahs and rambling and Spencer can tell the exact moment when someone picks up the phone, because Brendon's face goes slack and then breaks into a huge grin. "Mom? Hi! Sorry I'm calling so late, I just—" and then he frowns, confused. "No, I'm not– It's not– No, of course not, Mom! It's just– just–" He stutters to a stop, his face blank of any emotion, and it's all Spencer can do not to tear the phone from Brendon's hands and yell at the person on the other end, because Brendon doesn't need this, Brendon doesn't deserve this.

After a few minutes, Brendon pulls the phone away from his ear and hangs up, staring at nothing, the bluish-white glow of the tiny screen struggling to illuminate his face. "She thought I was drunk," he says numbly. "She thought I was drunk, and I said I wasn't, but then she asked if I was coming home, and said she forgave me, if I was coming home, because I couldn't help it that you and R-ryan were such bad influences and I t-tried to explain, but she wouldn't listen and she was crying, Spencer, but she was so serious, so sure a-and then I guess my dad took the phone a-and. And he said to stop making her cry. Like it's all my fault. And to not. To not ever call again, unless it's to say I'm coming back." He hunches over, eyes squeezed shut, and Spencer carefully takes the phone from him, turning it off and dropping it on the floor like it's something disgusting. He'd not expected the call to go well, but this. This isn't right. This isn't how it should be between parents and children.

"Hey. Hey, Brendon, it's all right. It's okay, who gives a shit about them? You've got me and Ryan and Brent. And Jon. You don't need them," he says, cuddling Brendon close.

There's a half-sob, and Brendon takes a deep breath, then looks up at Spencer and. Oh. There're tears in Brendon's eyes, but there's a smile there too, though it's nervous and hesitant. "They're okay, Spencer. They're still there and they're okay," Brendon says fiercely, and Spencer stares, because sometimes Brendon has to be the most amazing person he knows.

In the morning, Brendon begs pen and a paper off of Ryan and writes until he's managed to cover nearly five full pages, and that's using both sides of the paper. The next town they pass through, he insists that they make a detour past a post office so that he can mail the letter to his parents. It's not the same as telling them face-to-face, or even over the phone, but Brendon finds it's the only way he can get all the words out without them interrupting.

[ Meeting My Chemical Romance is pretty awesome: ]

Meeting MyChem is pretty awesome, of course, and it goes like this:

One day Jon is driving, singing along with Brendon to the Disney songs that are playing on Belinda's stereo (because someone *coughRyancough* foolishly allowed Brendon to hook up his iPod), when Brendon breaks off, glances out the window, and says, "Oh, hey, it's Bob."

Which Jon thinks is way weird, because okay, there's no one out there. He thinks. But he can't do more than glance over quickly, because shit, there's this semi that's totally trying to merge into him, and by the time Jon can take the time to try and see what Brendon's talking about, it's five minutes later and probably at least that many miles back. "What?" he asks instead, reaching over to turn down the volume on 'A Whole New World' so he can actually hear Brendon's reply.

"Spencer, Spencer, can we go see My Chemical Romance, or are you going to freak?" Brendon asks, twisting around in his seat to stare at Spencer with wide eyes. There's a growl from the back of the car.

Ah, thinks Jon, Brendon must have seen a poster or something. Good thing one of them is paying attention. "Why would Spencer freak about seeing them?" he asks as he easily passes a truck ten times the size of Belinda. Jon is pretty awesome when it comes to driving, even though the hearse can be a bit tricky for most people, what with all the modifications Ryan's made to it. "Is he a big fan?"

The growling grows louder, and Ryan laughs. "Fuck no. Spencer hates MyChem with a passion, ever since Bob threatened Brendon that one time," Ryan explains cheerfully.

"My Chemical Romance," Spencer says in a clipped tone, "is nothing but a bunch of posers. They claim to be trying to save lives, but they don't actually do anything. And Bob Bryar is a psychopath."

"Oh, come on, you know that's not true. Probably," Brendon says. "Patrick says Bob is really nice. Anyway, they're nearby. I wanna go to a show." Ryan makes a noise of agreement and Jon says yeah, he wouldn't mind going to a show – MyChem gigs always rock. "Do they?" Brendon asks, turning to wide eyes to Jon. "We've never been to one."

Jon frowns. "Wait, how d'you know Bob, then?"

"Like Ryan said – he threatened to maim me once," Brendon says, bouncing in his seat. "But he didn't mean it. I think. I mean, he probably wouldn't've resorted to violence. Spencer was there! Spencer would've saved me. Spencer is amazing."

And that's something Jon has to agree with because, yeah, Spencer Smith is pretty amazing. "He just randomly threatened you?" Jon asks, because wow, he can see where Spencer's coming from with his vendetta against MyChem if that's the case, because Bob Bryar can be pretty fucking scary when he wants to be.

"He loomed at me and everything!" Brendon says gleefully. "I was being distracting and he wanted me to stop, so I did and he gave me his phone number but he said we couldn't go to the show because he didn't want us to talk to Gerard about aliens. Bob is awesome."

"What makes you think he'll let you go to a show this time? Aliens still exist," Jon points out. "As does Gerard Way."

"Oh, well. He emailed us last April," Ryan says. "Wanted to know how to take care of a Plasmavore. He owes us big time."

"I don't want to see MyChem," Spencer insists in a petulant tone.

"Tough, you've been out-voted," Ryan says, and Brendon's already calling Bob on his shiny new phone (it's sleeker than it was a week ago – slim and durable, and a sparkly sort of lavender; Brendon loves it) and begging and wheedling.

"Oh, come on, Bob," Brendon cajoles, "you totally owe us after we bailed you out with the Plasmavore. And you didn't let us go to the show last time when you were in Vegas, which sucked because we'd totally bought tickets and everything! You have to do this, Bob Bryar, or else I am telling Patrick you're not a very nice person at all." Brendon has to be the most interesting person Jon knows to listen to on the phone. After Pete, that is, but then, Pete just sounds... crazy. While Brendon actually makes sense, in a weird, convoluted manner. Sometimes.

Finally, Brendon closes his phone and gives them a thumbs-up. "We're on the guest list and he's going to feed us. I'll tell you which exit we want, Jon," he adds. Spencer grumbles in the backseat, but he seems mildly mollified by the news that they'll be getting free food out of this, even if it'll be his nemesis Bob Bryar buying it for them. Brendon turns up the stereo again and skips back a few tracks. Soon he and Jon are serenading the Smiths with Aladdin once more.

They descend on MyChem a couple hours later and it's just as awesome as Brendon hoped it would be, though Bob intercepts them and takes them to the side and tells them in a very serious manner that they are not, under any circumstances, allowed to mention aliens around Gerard. On pain of death. Or something worse. "But the dimensional pocket in the back of the car is okay, right?" Jon asks innocently.

Bob stares at him like he's crazy. "I'd say you were nuts," he says slowly, "only you hang out with Urie, so your being nuts goes without saying, really." He frowns and glances around. "Hey. Didn't you have a different guy last time?" he asks.

"Yeah, Brent," Ryan says, nodding.

"This is Jon Walker," Brendon says brightly. "He's like Brent 2.0!"

"Backup bass player," Jon volunteers, obviously jazzed to be there. Never mind that he has yet to play bass for the other guys, or hear them play at all, but he's starting to understand the whole thing about how they're a band first, alien hunters second. It's a kind of coping mechanism, he thinks.

Ryan rolls his eyes. "He's our roadie. We put up with him because he can drive and Brendon isn't allowed to."

Bob nods. This obviously makes quite a bit of sense to him. "So. No aliens. Got it?"

They nod, even Spencer. (Ryan tells Jon later on that, even though Spencer claims to hate Bob Bryar with a passion, he totally has a not-so-secret drummer crush on him, "Only you can't tell him you know about that, because you're a nice guy, Jon, and I'd rather Spencer didn't kill you.") And, anyway, meeting MyChem is pretty much as awesome as they thought it would be. To make things even more awesome, Gerard loves Black Belinda and keeps giving her these longing looks. Ryan preens – he loves it when people admire his baby.

They hang out together for a bit before the show, demanding all sorts of fancy delicacies from Bob, though they totally end up with pizza and are more than happy with it. Then comes the show and even Spencer has a good time, though his grin totally turns into a scowl if any of them look at him. It's sort of awesome, and Jon smiles foolishly when he notices Spencer doing it.

Though it doesn't seem possible, it's even better after the show, though Brendon keeps getting this weird look on his face and glancing at Bob each time he does. Jon nudges him and asks, "Hey. You okay?"

"Yeah, I just. There's. I have to do something," Brendon says, and Jon thinks he looks more serious than Brendon should ever look outside of a life-or-death situation. But Brendon smiles, waves off Jon's concerned look, and slips outside, Bob right behind him.

It's weird enough that Jon asks Spencer about it. Which turns out to be the wrong thing to do, because Spencer gets this dark look on his face, mutters something about MyChem trying to kill their keyboardist, and stalks off after Bob and Brendon. This doesn't bode well for anyone, so Jon grabs Ryan and they go to save Bob from Spencer (or Spencer from Bob – Jon isn't quite sure yet which one he wants to put his money on).

Once he and Ryan stumble outside, Jon thinks Spencer is quite clearly paranoid, because Bob and Brendon are just leaning against Belinda talking softly and unwinding. Jon quickens his pace and catches up with Spencer. "Hey," he says, "I don't think he's trying to kill Brendon."

Spencer glares. "Maybe not physically, but you never know with Bob," he mutters. "Hey, Bryar. You better not be trying to kill Brendon again," Spencer says, pitching his voice so it'll carry.

Bob glances over at them and shrugs, while Brendon sighs and rolls his eyes. "Spencer. I can take care of myself, you know! It was too loud inside," he adds, "so we came out here so we could hear ourselves think."

"We should be going anyway," Spencer says. "It's past Ryan's bedtime." Which should prompt a laugh, really, only yeah, Ryan looks about ready to fall over, really only still upright because he's leaning against Jon, and hey, now that he thinks of it, Jon hasn't ever seen Ryan awake after one in the morning. In fact, he usually passes out around midnight.

Brendon immediately rushes over and helps Ryan sleepily climb into the back of the car, clambering in after him, presumably to make sure he doesn't end up falling asleep on the floor again. Spencer watches the two of them, smirking slightly, then turns to Bob. "You should tell your band about aliens, Bryar," he says, and oh god he's cocked his hips. Every time Spencer does that, Jon finds that his brain kind of ends up misfiring and having to restart. It's sort of amazing. Just like Spencer. He nearly misses what Spencer says next as he fumbles with his keys, trying to find the right one to unlock the driver's side door. "Seeing as how Frank is one, and all. He'd probably appreciate you letting him know about that, by the way – might reassure him a bit, for one thing."

Bob's still gaping as Spencer takes the keys from Jon, opens the door, and gently pushes him in so that he's in the passenger seat, then slides in after him and starts the engine.

Jon manages to wait until they get out of the parking lot before turning to Spencer and demanding, "Seriously, Frank?"

Spencer grins.

"Dude, were you being serious, or were you just messing with Bob's head?" Jon asks, because he really can't tell when Spencer smiles like that. It's a kind of evil smile, but Spencer Smith frequently smiles evil smiles, so it could mean pretty much anything.

"Wouldn't you like to know, Jon Walker. Wouldn't you like to know."

[ Chicago is not on the way to Maine from New Jersey: ]

After traveling with the Panic! boys for nearly six months, Jon starts thinking that, while he's having a fabulous time saving the world and totally flirting with Spencer, it's maybe time for him to go home. He spends several days trying to think of how to tell the guys it's been great, thanks, but he's gotta bow out now. Worries about it more and more and then one day he glances up, blinks several times, and realizes that hey, he recognizes where they are.

"I thought we were headed towards Maine next," he says with a frown, because yeah, maybe he wasn't the best student in geography back in school, but he does know that Illinois isn't really at all on the way from New Jersey to Maine.

Ryan, who's currently driving, shrugs. "Brendon said you were getting homesick."

Which, wow, is great, really, because hey, these guys. So great. Only. Jon is pretty damned sure he hasn't mentioned wanting to go back to Chicago. And, come to think of it, he doesn't think he's ever really said where he's from. Though that's something he might've mentioned at some point and then later forgotten, so who knows.

It's exciting and he's so eager about going home that finally Ryan and Spencer must use their awesome combined Smith powers to loom over him and make him go take a nap so that they can drive in peace. Which would be why he's further confused when Brendon is shaking him awake god knows how many hours later, saying, "Hey, hey, wake up and let us into your place before Ryan tries picking the lock and ends up killing the door."

"...what?" Jon says, because he's obviously a genius when he's half asleep and having to deal with a wide-awake Brendon Urie. Who apparently knows where he lives.

As soon as the door's unlocked, Brendon pushes past him and starts calling out to Dylan. Which is another thing that doesn't make sense, another thing he hasn't really talked about with them. Come to think about it, Jon really hasn't talked about himself much of at all with the guys, not because he's embarrassed or secretive or anything like that, but more because he's never really found the need to tell them anything. They just seem to already know. And. And there's something important about that. It feels like he's on the edge of an epiphany but he can't quite reach it, and Jon makes a frustrated noise.

"What?" Spencer snaps. "Are you going to stand in the doorway all day, or are you going to let Ryan and me in so that we don't freeze our asses off?"

"Right, uh. Sorry." Jon shuffles out of the way, then follows them in, shutting the door behind himself. Brendon's curled up on the couch, cooing over Dylan and laughing as the cat tries to eat his fingers. Jon stares down at him, thinks for a minute, and collapses next to him. "So, um. Is all this a hint that you're ready for me to leave?" he asks, because okay, yeah, he was thinking about how he needed to go home for a bit and be a responsible adult some, but he's sure he didn't actually say anything about that, so he's maybe a little suspicious now. A lot suspicious.

Spencer pauses in the middle of divesting himself of his various layers and rolls his eyes. "Jon. You're not allowed to leave. We've finally got you trained to our liking. Ryan just figured that it'd be a good idea to pick up some more of your things, since we have the space in the car now, what with the pocket dimension and all, and your place was closer than ours. And Brendon said you were thinking about going home and checking on your cat and stuff, so it just worked out well."

"Here," says Brendon, "have a kitty." He deposits Dylan in Jon's lap, still cooing and saying all kinds of ridiculous things. Hunching down, Jon cuddles Dylan to his chest and tries not to look like a petulant child. Yeah, he really likes these guys, but in all honesty traveling with them was a spur of the moment decision, and he's really lucky it's turned out as well as it has. Particularly since he knew them for all of a week before throwing his lot in with them. It's nice to have the warm and familiar weight of Dylan to cuddle as he tries to settle down. Brendon always knows what Jon needs.

And, hey. Wait. Brendon does always know exactly what Jon needs. Or what Spencer needs, or Ryan needs, and. Aliens. Right. Jon clears his throat. "Brendon," he asks slowly, "are you an alien?" It's a good thing Brendon's passed the cat over, because Brendon ends up falling off the couch, he's laughing so hard. Jon frowns and snuggles his cat a bit more, because, dammit, he doesn't need this. He definitely doesn't need Ryan and Spencer laughing at him as well, but they are, and that's just. It's not fair. "What?" he asks waspishly.

"Jon Walker," Ryan says, sobering slightly, "though it would certainly explain a lot, Brendon is not an alien."

"Honest, I'm not," Brendon says between giggles. "Why would you think I'm an alien? Spencer would make a better alien. Or, hey, Ryan, I guess, since he's the one who's adopted and all, though he's totally the most normal person I know, sorry, Ryan."

"Urie, I share a bed with you. Don't tempt me into making it so I don't need to anymore," Spencer says dangerously, glaring at Brendon and cracking his knuckles.

Jon wibbles. "It's just. I don't know. It made sense." And it did, right up until the point that he said it out loud. Oops.

"We would've told you if Brendon was an alien," Ryan says, rolling his eyes. "Anyway. The important thing here is: Why would you think Brendon's an alien?" He fixes Jon with a look, and Jon gulps and rubs the back of his head.

"Well. It's just. You three are always talking about how you got started with the alien thing, and, hell, there must be aliens eating cheerleaders all the time, but no one ever notices it," Jon explains. "I just thought that hey, maybe Brendon noticed because he already knew about aliens because he's one himself."

"Actually," Brendon says cheerfully, "I thought the cheer coach was a demon like in Buffy the Vampire Slayer."

"That's stupid," Ryan says. "Why would Brendon have to be an alien to notice stuff like that? Look at Spencer – he's mundane as they come, but he's still better at finding aliens than anyone, even Brendon."

"But that's because Spencer is amazing and full of sass," Brendon points out. Ryan frowns, then nods to himself, because yeah, Spencer is both of those things.

The conversation gets sidetracked several times, but someone mentions Brendon's thing, which leads to Jon frowning and getting more confused, not that anyone notices. Jon isn't completely dense or anything, though, and eventually he puts together two and two and it comes out four. Which means he suddenly interrupts Ryan to say, "Wait. Wait, are you trying to imply that Brendon can read minds? Look, I'll buy the aliens thing, and Ryan being absolutely brilliant when it comes to making stuff, but. Okay. Am I the only one here who thinks Brendon's the last person who should be a telepath?"

Brendon looks hurt at this pronouncement, but Jon is strong. He refuses to look at Brendon's puppy dog eyes and stands by his words. Because really? Brendon says everything that pops into his head. The last thing the world needs is a spastic, telepathic, ADHD kid. Jon says as much to Ryan and Spencer, since he totally thinks Brendon isn't responsible enough to be psychic. No offense to Brendon.

Brendon pouts. "Technically. Technically I don't have ADHD. Or ADD. Or anything like that – I've been tested multiple times. And technically I'm not a mindreader or anything, I'm just slightly psychic. I pick up things from other people, but most of the time I don't realize it, and I try not to. And I'm a lot better now anyway. Bob helped."

This just serves to confuse Jon further, so the others take it upon themselves to explain once and for all exactly happened when Bob Bryar tried to maim Brendon. Which is nice, because it makes Jon feel better about Bob, who he'd always heard was a good guy.

"Seriously, though – you didn't know Brendon was psychic?" Spencer asks, obviously surprised.

"No, of course not. How the hell would I know that?" Jon grumps, because he's annoyed that they all just assumed he knew about that.

Ryan shrugs. "We just figured everyone knew about that. After all, it explains a lot about Brendon." Brendon glares at Ryan and demands to know exactly what he means by that, and they start up on one of their back-and-forth arguments that always seem to eventually lead to them both curled up somewhere and communicating via osmosis (all of which makes a lot more sense to Jon now that he knows Brendon's psychic).

"Come on," Spencer says, rolling his eyes and grabbing Jon's hand, pulling him up onto his feet, upsetting Dylan, who humphs and pads off to beg pets from Brendon. "They'll be at it for a while. Let's pack up whatever stuff you want to take along and get it down to the car." He doesn't let go of Jon's hand as they go into the other room. Jon thinks Spencer's totally forgotten he's holding it and Jon isn't about to tell him.

[ When they go to Las Vegas and Jon is a fish: ]

Though he's busy with school now, Brent totally traveled with the rest of the band during the summer after they graduated right up until they had to bring him back for the start of freshman year in August. Since Brent's still just as much a part of the band as the other guys (except for Jon, backup/roadie/groupie extraordinare, of course), there's no question in the minds of Ryan, Spencer, or Brendon that Brent'll be joining them again for the summer when the spring semester ends in May. They agree that the dimensional pocket is a godsend at this point, because Black Belinda was crowded with three, crammed with four, and would've been nigh impossible with five. Of course, there're still only three bedrooms in the back, which means that someone is going to have to share.

Brendon and the Smith brothers maybe have not told Jon about the plan to have Brent join them. But not because they are mean or anything – it's like the thing with Brendon being psychic. They have this weird thing where they kind of vaguely know what the others are thinking about because they just know each other so well. Jon fits in so well with them that they tend to forget he hasn't always been there, that he doesn't know their little quirks and things. In truth, the only reason Ryan and Spencer and Brent got to know Brendon so fast was because: a) Brendon kinda speaks his mind all the time; b) he also sorta broadcasts his emotions/thoughts at times, though it's very faint and only people who are around him a lot are really affected by them; c) most importantly, Spencer got to know Brendon really well when they were dating, and what Spencer knows, Ryan knows, generally. The Smiths know Brent so well because they've known Brent for years and years, Brent knows everyone else so well because it's part of his weird Brent thing. And Brendon knows the others because, well. Psychic.

So, sometime in May, about eight months after Jon Walker joins their little band of heroes, Black Belinda rolls into the Smiths' driveway. They've been driving in a vaguely southerly direction since leaving Chicago (Jon's stuff ends up including his bass, random photography stuff, and Dylan), so Jon's not really all surprised to find that Ryan and Spencer had some sort of actual long-term destination in mind for once (Brendon doesn't really get to choose destinations, since it's usually the driver of the moment who gets to decide, and Brendon isn't allowed to drive). It's kind of nice to finally be there, really, because this is where the band started, this is its birthplace, and while Jon really does feel like a part of the group after eight months of driving, saving lives, and outrunning aliens, he still feels a bit awkward and out of place at times. That the others want to share this with him makes him feel a lot better about things.

As soon as he steps out of the car, he's attacked by a small, brunette monkey. Jon staggers against the car, trying to gain his footing as the monkey demands, "Whaddyabringmewhaddyabringme??"

"Uhhh..."

The monkey pulls back and Jon is able to see that it's a preteen girl, not a monkey – though he's pretty sure that there's not much difference between the two at that age. She frowns. "You're not Brendon," she says accusingly. "Unless Brendon got an demon attached to his face! Did you get an demon attached to your face? Are you an demon? Are you a good demon or a bad demon? If you're a bad demon your days are numbered because Spencer and Ryan'll stake you through the heart and then you'll be dead!" She says this last bit quite cheerfully, and if Jon wasn't sure before, now he's positive that this is definitely one of Spencer's sisters.

"I'm pretty sure stakes are for vampires," Jon says as he carefully detaches the girl. "And anyway, I'm not a demon, I'm a bassist. My name's Jon Walker."

"You're a veeeery peculiar looking fish, Jon Walker. I'm Susie Smith! When I get big, I'm going to marry Brendon!" she she says cheerfully, grabbing Jon's hand and shaking it vigorously. She leans in and drops her voice and adds, "Well. At least I'm gonna marry him if Ryan hasn't already," conspiratorially. She grins, lets go of Jon's hand, and runs around to the other side of the car to tackle Brendon for real. (The Smith girls kinda love Brendon. He is the big sister they never had. They were sad when Spencer and Brendon stopped dating, because they were kinda hoping that Brendon would really become their big sister. They are hoping that Ryan will not let them down the way that Spencer did. General consensus between the Smith girls is that Ryan is WAY COOLER than Spencer. Spencer makes them do their homework and stuff before they can do fun things. Ryan lets them have his old clothes for dress-up! He is full of awesome.)

His arms full of dirty clothes, Spencer gives Jon an apologetic smile. "Sorry about that – Susie can be intense sometimes," he explains. "She used to want to be a fairy princess vampire-hunting ballerina when she grew up."

Jon relieves Spencer of half his load, raising an eyebrow. "She doesn't still want to be that?"

"She decided that the media is more powerful. Now she wants to be an investigative journalist like Dad's cousin Sarah Jane. It's kind of frightening."

It does sound pretty frightening, and Jon tells Spencer as much while he helps carry their many piles of dirty clothes into the house. There are a lot piles – they've been putting off laundry for a while now; Jon thought it was because they were running low on quarters, but now he's pretty sure it's because the other three were planning on doing laundry for free once they reached Vegas. On his third trip out to the car he meets Ryan and Spencer's other sister, Stacey. She takes one look at him, turns red, and runs into her room, slamming the door behind her. Spencer rolls his eyes and yells after her that she has to stop crushing on their bassists or else they'll never manage to get them to stick around. Jon laughs and says he doesn't mind. Right then Ryan passes by and reminds them that Jon is still on roadie probation status and not their bassist.

Ryan's wearing Susie on his shoulders like she's his newest odd fashion accessory; she's riding him like he's a horse. Strangely, Ryan doesn't seem to mind. Possibly this is because they have this weird sort of symbiotic relationship. If Ryan asked Susie to join the band, she would jump at the chance and totally not insist on songs about unicorns or anything. And then she would still sing lyrics about unicorns and completely ignore whatever lyrics Ryan would come up with. Ryan is wise to the ways of Susie Smith, and he will never ask her to join his band. He said she can be their mascot, and she liked that, but said she should get to dress up like an animal if she wanted to. That was too silly for Ryan, and they ended up reaching a compromise – Susie could dress up like Spencer before he'd had his morning coffee, which was practically the same as an animal. This dream was destroyed when Spencer-before-coffee discovered their secret plotting, turned into a (more) vicious monster and threatened to eat them. At least, that's what Susie says. Ryan will usually back her up, though, so there's a good chance it's true. Or something.

"When you're done hauling out the dirty clothes, I'm taking Brendon over to his place to get anything he still has there," Ryan says, detaching Susie and sending her off with a pat and the command to go bother her sister for a bit. "I talked to Mom last night, and she said that he can store anything we don't have room for in the car over here."

Spencer's face turns serious, and he nods. Jon suddenly feels awkward and out of place again – he knows there's some issue between Brendon and his family, because no one ever talks about them, not even Brendon, but Jon isn't sure what it is, and he's never felt comfortable about asking. Spencer frowns and asks, "Want me to come with you?"

"Probably better if there're fewer of us," Ryan says. "And besides, I think they really don't like you. I'm a less threatening."

"Right," Spencer says. He knows that, in all probability, the Uries have at least a vague idea that he and Brendon used to date. It wouldn't surprise him in the least if that's the reason why they dislike him so. Also Ryan does have a point – he is less threatening than Spencer, because if nothing else he's got this weird aura of asexuality around him. "Ryan," he says, catching his brother's arm, "do me a favor and take Susie along with you?"

"Likely won't be pretty, you know," Ryan says, obviously confused as to why Spencer's asking this.

"Yeah, that's why you should take her along. She's adorable and precocious – what're the chances they'll do anything really awful around a twelve-year-old that isn't theirs?" Spencer explains. Jon stares at Spencer in wide-eyed amazement – he isn't sure what's up between Brendon and his family, but he is sure of one thing, which is that Spencer is amazingly smart and cunning. Jon will readily admit to anyone who asks that he is a little bit in love with Spencer Smith.

They get the last of the clothes out of the car, dropping it on the living room floor with the rest so that they can sort it, and Spencer fetches Susie from where she is neglecting her homework in favor of telling Stacey all about the new guy that Ryan and Spencer have brought home, who is a FISH, Stacey, really, he told me himself! She's more than willing to go along to help get Brendon's things, and, "Does this mean Brendon's moving in with us, Spencer? Is he going to be my extra big sister? I think Brendon would make an AWESOME big sister, Spencer!" He sends her out to Ryan and Brendon with a smile and a push, and Jon's sure this is a good move, because Brendon immediately relaxes when Susie stumbles over and hugs him.

Spencer collapses on the floor and starts helping Jon sort clothes. "God, I don't even want to know why she thinks you're a fish," Spencer says as he picks through the piles for jeans.

"I think it's because I said I was a bassist," Jon offers, passing him a pair of jeans, "and she misheard me and thought I said I was a bass."

Spencer sighs. "Knowing Susie, she probably heard you fine and just decided to pretend she hadn't."

Jon laughs and shakes his head, then promptly starts a sock fight, which he totally would've won, only Spencer starts throwing underwear, and Jon maybe didn't need ever become that intimate with Brendon's purple teddy bear boxers. He accuses Spencer of fighting dirty, but Spencer just gives him a look and tells him to stop playing around, they have to get this all cleared up before his parents get home. Things get awkward when they're changing loads, and Jon ends up stumbling over the pile of dirty T-shirts. He flails about, trying not to fall on his face, and somehow ends up grabbing Spencer's hips to steady himself.

It suddenly occurs to Jon that he's got Spencer by the hips pressed up against a washer in a tiny little laundry room and that this is just the kind of situation he's being trying to put himself in for the past eight months. "Hey," he says, smiling slowly. He doesn't even pretend to pull back, instead presses in a little closer. "Hey, Spencer Smith."

"Um. Hi," Spencer says, and he bites his lip and he isn't like his normal sassy self in the least, but Jon doesn't really care. He likes this Spencer too – likes every side of Spencer, really.

"So," Jon starts to say, but he never gets any further because there's a sigh of long suffering from the hallway and they spring apart guiltily.

"Spencer, if you're done making out with your boyfriend, Mom said you and Ryan have to make dinner tonight if you want to use the washer," Stacey says. Her voice is bored but her hips are cocked, and damn if she doesn't have her brother's hips. The Smith Hips, Jon automatically labels them in his mind, and he wonders how many hearts Stacey and her sister are going to break when they get to be a bit older. Dozens, probably, if not more. "And she said you can't just order Chinese or anything. You have to make it, and there needs to be at least two vegetables. And you better not have sex your room, because god, Spencer, your bed and mine share a wall and I swear it was bad enough when you and Brendon traumatized me when I was thirteen."

"Mom totally didn't tell you the last part," Spencer says, "Brendon and I never had sex in my bed, so just shut it, and Jon's not my boyfriend, god."

Stacey rolls her eyes and stomps off to her room, and shit, Jon feels like disappearing, because okay, yeah, he already knew Spencer and Brendon used to have a thing, since Brendon told him sometime, but he didn't need to hear about it from Spencer's sister. "Wow," he says, laughing a bit shakily and trying to pretend like everything's fine, everything's okay, Stacey totally didn't interrupt a moment, because they weren't having a moment. There are no moments between Spencer and Jon, they're just friends, Spencer's made that clear on multiple occasions. "Wow, I'm glad I'm an only child."

"I'm so sorry," Spencer groans, leaning back against the washer and covering his eyes with his hand. "I love her, but sometimes Stacey has absolutely no tact. It's like she doesn't even care if she hurts people." Jon, who possesses a great deal of tact, doesn't point out that Stacey seems to take after her oldest brother quite a lot. Instead, he starts picking up all the clothes he dropped when he was flailing earlier.

They kind of avoid talking much of at all until Ryan and Brendon come back almost two hours later, at which point Jon is more than willing to leave the laundry in Spencer's capable hands while he goes out to help unload Brendon's stuff from the car. Brendon frowns as he passes a box to Jon, narrowly missing stepping on Susie. "Did something happen between you and Spencer?" he asks, obviously concerned, and shit, that's right, Brendon's an empath. Psychic. Whatever.

Jon forces a grin and shrugs. "Stacey says she was traumatized for life when you and Spencer had sex in his bed," he says cheerfully, escaping while Brendon gapes and splutters, insisting that he never—!

Susie watches Jon flee and rolls her eyes. "That's so stupid, Stacey totally made that up. I mean, even I know you did it in the back of the car, geez."

"Dude, don't you every say that around your parents. And, shit, never let your brothers you know about that either, because they'll probably think it's my fault and I'd rather they didn't kill me," Brendon tells Susie, because he knows she's cool and she'd never get him killed, at least not intentionally. He thinks he might need to lie down for a bit.

Ryan comes over fifteen minutes later and kicks Brendon in the side. "Get up and stop making Susie carry all your shit into the house. There're laws against child labor, Urie."

"You are a cruel person, Ryan Smith," Brendon insists, squirming away from Ryan's foot. "I am having an existential crisis here. It is crucial that I lie down until the world turns right-side up again."

Ryan sighs. "Look, I understand if you want to insist on angsting over the whole thing with your parents, but don't do it in the middle of the driveway – Dad might end up running over you, and then Spencer and I'll have to clean it up. If you have to lie down, do it in the garage."

Brendon sighs but gets up, letting Ryan pull him into a half-hug. "Okay, I'll move. But only because I don't want to make Spencer have to clean me up, because he's nice, unlike some people around here." He snuffles against Ryan's neck, and Ryan pats his head and pulls him into the garage. He means to lie down again and continue his crisis, but Ryan takes out his guitar and starts trying out one of the songs they've been writing on the road, and, well. Brendon can't let him hog all the fun, so he grabs his keyboard from the car and joins Ryan, trying to figure out what needs to be fixed, and what's fine as-is.

He likes that Ryan always knows exactly what he needs.

When Mr. and Mrs. Smith come home that evening, they actually have Jon to thank for the fact that there's a food on the table, complete with two kinds of vegetables. Susie and Stacey are seated and tucking in, but when their parents ask about the boys, they shrug.

In the garage, Spencer stops mid-beat and starts arguing with Ryan about a tempo change, insisting that it can't work like that, it's too awkward and you better not be implying that it's a problem with my drumming, Ryan, because I will totally shove this stick in places that never see the light of day. Jon and Brendon exchange looks, shrug, and start improvising while they wait, because that's just Ryan and Spencer, doing their Ryan and Spencer thing.

"You're pretty good with that bass, Jon Walker," Brendon says with a grin. "You and Brent'll have to have a duel or something tomorrow."

Jon's hand skips on the strings, producing a discordant wail that jerks Ryan and Spencer out of their bickering. "Wait, Brent? What?" Jon asks, gaping at Brendon. He knows about Brent, of course, he's been hearing about him for months and has, in fact, spoken to him on the phone on multiple occasions. He just. Never thought he'd ever actually meet the mysterious Brent.

"We're picking Brent up from college tomorrow," Ryan says blandly. "We told you, right?"

No, no they didn't tell him, and that's one of the things Jon really hates about these guys sometimes, because they always assume that he just knows things, when he totally doesn't. And, okay, Jon shouldn't be freaking out about this, but. But the thing is, the thing is that Jon totally realizes that he's pretty much just a replacement for Brent. And if Brent's there, they don't really need Jon anymore, do they? He's completely superfluous.

"He finished up finals yesterday," Ryan explains, "so we're kidnapping him for the summer. Don't worry, you don't have to give up your room – he's going to share with me."

"Jon," Brendon says quietly, reaching across his keyboard to grab Jon's wrist lightly. "Jon, we're not getting rid of you, don't worry. I mean, it's like Ryan says – Brent's just got the summer off is all, so he's coming with us for a few months. But you're our first roadie ever, Jon Walker, we can't get rid of you." His eyes flick over in Spencer's direction, and he adds quietly, "If nothing else, Spencer would gut us if we tried to rid of you, so." He grins.

Jon relaxes slightly, if not totally. "Just between you and me," he says to Brendon in an undertone, "I don't think Spencer really cares. But hey, if you feel happier thinking that, then who am I to argue with you?"

"Excellent!" Brendon pronounces. "If you keep on with that approach towards life, you'll go far!"

He tries to keep Brendon's advice in mind when he meets Brent Wilson for the first time, because honestly, he's trying not to panic all over the place, and so he's kind of repeating entire conversations in his head while he stands there and tries not to look like a spaz about meeting some kid who's got to be at least two years younger than him or something.

Jon would be lying if he said he didn't expect some some huge confrontation about how he'd usurped Brent's spot, how he's trying to steal Brent's band away from him. He's pleasantly surprised to find that it plays out nothing like that. Instead, this is what happens: Brent walks up, duffle slung over his shoulder, and grins. "Hey, Jonny Walker. Ryan says you play a mean bass."

"I. Uh." Jon doesn't know what to say to that, because the first time Ryan ever heard him play was only a couple months ago, when they were in Chicago. And Ryan's always saying how Jon is just the roadie, has said Jon's playing is okay, with the implication that it's not great.

"But Ryan thinks his toy piano is the be-all and end-all when it comes to instruments, so you'll excuse me if I insist on reserving judgment until I've actually heard you play." Brent smiles this easy smile and Jon can't help it, he smiles back. And he remembers the other thing that Brendon told him, the night before. "Don't worry," Brendon'd said, "you'll love Brent. Everyone loves Brent. They kinda can't help it. Like how they can't help but love you."

And yeah. Yeah, Jon can seen what Brendon means.

[ The Ryan-and-Brendon phenomenon: ]

Brendon realized his crush on Spencer when they were teenagers and they had a really good time dating while they did, but eventually they just kinda... stopped. There were no hard feelings or anything, it was more like it was a phase they both grew out of. They just drifted apart amidst all the stress of senior year and aliens and everything. They're still really close, though, and totally closer now than they were before they were dating. Lots more touching and cuddling and stuff, but it's pretty much all without any sort of sexual charge to it or anything. Just extremely friendly touching.

Ryan and Brendon have always had this weird sort of thing that's almost like Spencer and Ryan's psychic twin thing, only it's more like... musical soulmates or something. (It sounds so corny, but yeah.) And that's there while Brendon and Spencer are dating, and after break up (and they never really even broke up, but then they didn't ever really start dating either – just suddenly started kissing one day and didn't really stop until some six, eight months later). After a while Brendon and Ryan get more and more comfortable together, to the point where everyone pretty much just assumes they're together, because they're like an old married couple – they read each other's minds, know when the other one needs a hug. They're always touching and cuddling, and it's not the same way that Brendon touches and cuddles with other people.

It just happens and they totally don't realize it. It's like Ryan-and-Brendon have become a single entity when no one was really paying attention.

Spencer's glad that Ryan's happy, and he's glad that Brendon's happy, because he still really cares about him in a totally platonic way, but he really hopes they never hurt each other or anything, because he's not sure which one he'd threaten to kill, as he's sworn to personally maim anyone who tries to break them up. They will wish they were never born, and then some.

The lingering affection between Brendon and Spencer throws Jon off at first, because it seems like they're an item, and Spencer keeps snubbing his advances, so he's really confused. Particularly since Brendon keeps cheering him on, pointing him at Spencer and telling him to, "Ride forth to victory, Jon Walker!" Eventually he straight-out asks Brendon about him and Spencer, and Brendon rolls his eyes and says god no, they broke up ages ago, they're just friends now.

Which, okay, yeah. That makes sense, since Jon has totally seen the Ryan-and-Brendon thing going on too. He'd have to be blind to not see it, since Ryan-and-Brendon sorta become RyanandBrendon and even a weird sort of Ryandon when they sleep, and he swears it shouldn't be possible for people to merge into a single entity while keeping their clothes on, but somehow they manage it.

He's been traveling with them for eight months when he makes some vague comment to Ryan-and-Brendon and they just sorta blink and stare at him. "Jon... we're not dating," Brendon says slowly, and it's obvious that he thinks Jon is a complete nutcase to think that, because really, why would anyone think that Ryan and Brendon are dating? It's okay, though, they forgive Jon. He's a bit out of sorts right now anyway, what with Spencer being completely oblivious to the fact that Jon's gone on him.

As soon as he can get Spencer alone, Jon does so. "Dude. Ryan-and-Brendon. Just... What? I mean what??"

"If you do anything to break them up, I will make you wish you were never born, Jon Walker," Spencer says, and his voice is like cold steel. There's no hesitation, no jesting in his voice, and Jon maybe loses about two months of his life right then and there because fuck, Spencer is completely and totally serious.

"Um. Yeah. Yeah, okay. Only. They're not dating," he says and he's totally not trying to cover his crotch and protect it from Spencer and his look, totally not.

Sighing, Spencer suddenly relaxes and shakes his head. "Seriously, I have no idea. They've been doing this since we were sixteen and it's just gotten worse and worse over the years. But they're happy, and that's what matters, I figure."

"If they weren't so cute, it'd be creepy," Jon says with a shudder.

"Yeah, I know." Spencer pats his shoulder reassuringly. "Trust me, I know."

And really, that's Ryan and Brendon.

It's not even like no one's ever tried to help them catch a clue, because people have, multiple times. Only. It's just. They... can't. They try, they really do, but it's just. Impossible to talk about sex with Ryan-and-Brendon, if it's in direct reference to them, personally. No one understands it, and Spencer figures it's just one of the Laws of the Universe, along with Patrick Can Fix Anything, Just About and UNIT Will Never Believe Gabe Saporta Isn't An Alien. You Can't Talk About Ryan-and-Brendon's Sex Life With Them (Even If It's Non-Existent).

[ Ryan and Brendon are sneaky and they all play musical rooms: ]

Ryan and Brent can't share a room, because there's only one bed per room since Ryan's a total cheapskate and Ryan's also used to cuddling like crazy. Brent is totally not okay with that, Smith, ugh. So thus begins musical beds. Brendon can't sleep alone, not that they were going to ask him to, and Jon likes Brent, sure, but he doesn't want to share a bed with him, and Ryan and Brendon maybe talk and scheme and determine that obviously the best way to do this would be to give Brent Jon's room, have Brendon move to Ryan's room, and have Jon move in with Spencer. This is all decided without consulting anyone else, except for maybe Brent, who picks up on the whole Jon/Spencer thing like... three days after they pick him up, because Brent is good at noticing stuff like that, yo, and he is totally up for some matchmaking if the ultimate result means Spencer not being such a bitch all the time. (Brent remembers what Spencer was like when he was dating Brendon, and he has this theory that Spencer Smith's bitchiness level is inversely related to the amount he's getting laid. He explains this to Brendon when Ryan isn't around, and Brendon agrees that yes, it seems like a very sound theory to him, even if it does cause him to blush a bit.)

Suddenly, Spencer finds he is sharing a room with Jon.

Spencer takes one look at Jon and frowns. "If you go anywhere near my shoes," Spencer said in an even voice, "I will make this room a single. Don't give me a reason to kill you, Walker. That'd make Brendon cry, and everyone else is a bitch when Brendon cries," and Jon knows to interpret "everyone else" as "Ryan," because after eight months he is wise in the ways of Spencer Smith.

"You know," Jon says seriously, "this is obviously a plot by Ryan and Brendon to go back to snuggling all the time." Which, okay, is totally not what he thinks at all – he thinks it's a plot by Ryan and Brendon to knock some sense into Spencer so that he'll notice Jon mooning over him all the time, but it's not like he can tell Spencer that. And besides, Spencer is already nodding and agreeing with Jon.

"Yeah, you're probably right," Spencer says. "It would take a stronger man than me to argue with the power of their disgustingly cute platonic-cuddling love."

"It would be like fighting against the laws of the universe."

"Exactly."

So they go with it, and Jon does lots of nice things for Ryan and Brendon over the next few days, just to show how appreciative he is of their cunning ways, which aren't nearly as cunning as Spencer's ways, but there's really no one who can be as cunning as Spencer. Except for maybe Brent, but Jon isn't sure if Brent is actually cunning or it's just another part of his thing, which Jon totally knows about because Brendon warned him about it, since he thinks people deserve to know about Brent and his thing. Unless it's someone Brendon doesn't like. Then they can suffer in ignorance. Jon thinks Brendon is a little scary sometimes.

After a few weeks of the new arrangement, Spencer grudgingly admits that Jon isn't a horrible roommate. Jon doesn't fit against his chest like he's used to Brendon fitting, but he also doesn't wake up in the middle of the night having an anxiety attack because the voices in his head aren't there to tell him he's not the only one in the universe. Plus, y'know, there's none of the awkwardness that comes from sleeping with your ex (not that there was ever really any awkwardness between Spencer and Brendon about that, it was just that sometimes it'd been really, really tempting to try something, and while he was ninety percent sure Brendon would've been fine with it, Spencer would've never been able to look Ryan in the face again afterwards). So, yeah. Spencer doesn't envy Ryan. Except when he totally does because now Ryan's the one getting Brendoncuddles at night, and it is a well known fact that Brendoncuddles are the best.

Then, about a month, a month and a half after the start of the new arrangement, Spencer wakes up one morning to find Jon pressed up against his back, arms wrapped around his chest, and. Jon doesn't fit perfectly against Spencer's chest the way Brendon does, but he does fit perfectly against Spencer's back. And Spencer thinks his decision that Brendoncuddles are the best might've been a little hasty, because that conclusion was reached before he'd experienced Joncuddles, which are pretty damned awesome. Jon's breathing changes, and Spencer goes stiff and starts to panic inside because he knows Jon's waking up.

Jon's arms tighten around him slightly and his breath is warm against the back of Spencer's neck when he speaks. Spencer thinks his knees shouldn't really be going weak right now, seeing as how he's lying down. "Hey, Spencer Smith," Jon murmurs, and oh god, his lips are brushing against Spencer's neck.

"Morning," Spencer squeaks, and he gulps, because way to go, Smith, squeaking in front of Jon. God.

"I think, Spencer Smith," Jon says in his lazy manner, and Spencer wishes Jon would stop using his full name, because he's noticed that his heart skips a beat every time Jon does that, "that it is time you stopped giving me the run around and finally forgave me for accidentally turning your shoes green." And then. And then. Then Jon kisses his neck and maybe starts nibbling a little bit and fuck pride and standards and fucking shoes— Spencer just wants to melt against Jon because that feels really, really good, and Jon is sweet, and talented, and smart, and has this smile that totally turns Spencer's brain to mush every time he sees it.

"Mmmm," Spencer mumbles happily, because yeah, Jon has until never to stop doing that. "What shoes?" he asks, dazed, as apparently Jon Walker nibbling on his neck also turns his brain to mush.

"Exactly," Jon says, and then he pulls away which is totally not okay and Spencer is about to explain just how not-okay that is except. Okay. Jon kissing him is definitely okay with Spencer. More than okay. Wow.

When they finally get out of bed, they open the doors to the pocket and are greeted by the asphalt racing past them below. Apparently everyone else is up and in the car proper, driving. Spencer looks at the road, then looks at Jon. Then he pulls the door shut, grabs Jon's hand, and drags him back to bed. Fuck if he's going to be up and about before he needs to be.

[ Brendon wants to know everything there is to know about Ryan: ]

One day, Brendon notices the broken old pocket watch Ryan carries around, and gets curious. It whispers to him in the back of the car at night, when they're on the road, and he can't quite understand what it's saying, but he's sure it's important. It takes him a while, but he eventually gets the nerve up to ask Ryan about it, and he's a bit disappointed, because Ryan just shrugs it off and says that he thinks it's something that belonged to his parents, but he doesn't really know. This just makes Brendon more curious, because he knows Ryan's adopted, but he doesn't know anything else, really. Ryan never talks about his biological parents, never really talks about anything that came before living with the Smiths, though Brendon knows he wasn't born local, since Spencer mentioned once that it took Ryan almost eight months to properly learn English when he first moved to Vegas, the longest it ever took him to learn anything, really. Brendon really, really wants to know more about Ryan, wants to know everything there is to know and then some, though he's not quite sure why.

Sometimes, Brendon tries to talk to the watch, because it seems like it talks to him. It sounds so scared and lonely. And it sounds like Ryan, even though Brendon can't understand it. He thinks Ryan must've sounded like it when he was a little kid, and oh, it makes Brendon's heart ache. He doesn't want Ryan to be scared or lonely, so sometimes he sneaks it out in the middle of the night and sings soft lullabies to it. It seems to him that it isn't quite so sad after he does that, but he thinks he might just be fooling himself. He always makes sure to quietly slip it back into the drawer Ryan keeps it in before Ryan wakes up, and after his initial failed attempt to find out more about it, he doesn't ask again (though he does ask Spencer once, and Spencer just stares at him, face blank). He figures Ryan will tell him about it when he's ready, though he isn't sure if Ryan will ever be.

[ When Jon almost accidentally broke up the band: ]

The whole thing is Jon's idea to begin with, which is probably how they end up surviving the ordeal in the end, since even though Jon's been with them for over a year by that point, he's still the new guy. Kind of like how Brendon was the new guy right up until Bob was Large and Threatening to him and how Brent was the new guy until he brought in Brendon. While sleeping with Spencer does help Jon earn a whole barrage of points that can be put towards working his way out of his new guy label, it doesn't get him out of it completely. This is just as well, because his new guy status is probably the only thing that keeps Jon Walker from certain death at the hands of the Smith brothers when he nearly breaks up the band (though shagging Spencer likely helps with that, too).

Anyway, Jon's fault. Totally. All blame on his shoulders, but he's forgiven because: a) he's the new guy, he didn't know any better, b) Jon Walker is awesome and any faux pas he commits can (and will) be forgiven no matter what, and c) Spencer says we have to.

Jon originally suggests it when it comes to his attention that, aside from Brent, Panic! hasn't really stayed in any one place for more than a couple weeks since graduating from high school nearly two years ago. Yeah, Jon's tagged along on tours in the past, and he has a good time doing it, it's a lot of fun, but... But seriously, guys, this can't be healthy, he tells them, because it really can't be. Sure, they get plenty of exercise, chasing after aliens/strange phenomena/Brendon, and it isn't as if they aren't eating (relatively) healthy meals, especially after they add a kitchen to the back of the car, but have they even stopped to consider what the constant travel is doing to their mental health?

Ryan points out that it's not so bad, particularly ever since they picked up Jon. Now they always have at least three drivers (four between May and mid August, when Brent's with them), so no one ends up spending too long behind the wheel. Also, the one who'd be most likely to crack under the pressure of being constantly on the go is Brendon, and he's not even allowed to drive the car. Plus, they make sure to keep him mentally happy by letting him have control over the stereo eighty percent of the time.

Brendon pipes up to say that these are all very good points but that if Ryan really wants to keep him happy, that eighty percent should be upped to one hundred percent. Ryan glares at Brendon. Spencer glares at Brendon. Brendon hides behind Jon and shuts up for a bit, pretending that he isn't interested in what the adults are nattering on about. Jon gives him pats, which is nice, and Brendon snuffles against his chest. He likes Jonpats. Spencer turns around and tells Brendon to find his own boyfriend to molest and to stop borrowing Spencer's, but he doesn't sound like he really means it, so Brendon isn't worried. Jon maybe feels a secret thrill about Spencer calling him his boyfriend, though he doesn't say anything about it and just gives Brendon a silly grin. Brendon is awesome and grins back, because he totally gets what Jon's grinning about since he's psychic and all.

"It's not just the thing of driving all the time," Jon insists once he's finally able to leave off smiling long enough to form words again. "I mean, look at bands. Er, touring bands. Who are getting paid to tour," he quickly amends, since he knows that the other three still insist on thinking of themselves as as band, even though they fight more aliens than they play music (though that's changing now, since they stored all their instruments in Brent's room in Black Belinda when they dropped him off at college at the end of last summer). "They're not the ones driving – the big bands aren't, at least – and they still get all worn out and jittery from all the traveling." It's a very sensible argument, which stands to reason, as Jon is a sensible guy, filling in as the second Voice of Reason when Brent isn't around. Jon says this is because bass players are Very Solid, Dependable People, at which point Spencer brings up Pete, and Jon goes and sulks with Brendon, who is always understanding and sympathetic of victims of Spencer's sharp tongue.

Spencer shakes his head. "They have to deal with groupies and gigs and performance pressure and all that shit. For them, traveling's a job. We do it because we like to do it, not because we have to do it. It's completely different," he says. "Now, if we were signed and people said we had to travel, then you might have a valid point. But we aren't signed, so I really don't see why any of this should matter." Spencer maybe has a Thing about the fact that Panic! has yet to be signed, even though they keep running into these various bands who have made it. It's a touchy subject for him. Kind of like his vendetta against MyChem, only with a wider scope.

Jon positively dumbstruck by the fact that Spencer is actually trying to argue that bands (real bands, he supplies mentally, but he isn't about to say that aloud, because he values his life, his balls, and his relationship) have a more stressful time of it than they do. "Spencer," he says slowly, "we fight aliens. We voluntarily risk life and limb on a regular basis to do something that the majority of the world will never appreciate, never know about, never pay us for, and never even believe. I don't know about you, but I'll take groupies over octopus things trying to take control of my brain any day."

"Andy said they're called Bane," Brendon supplies helpfully. "The octopus things, I mean, not the groupies. Though, actually, I think he calls the groupies that too..." He frowns to himself.

"Yeah, but groupies aren't going to try to take over my brain," Jon says.

"No, they'll just steal your clothes so they can curl up with it at night and smell it," Ryan says as he changes lanes to get around a truck. "That's obviously so much better than mind control."

"Which they'd totally do if they thought they could get away with it," Spencer adds.

Jon makes an exasperated noise. "We don't even have any groupies," he says. "How do you even know they're all that bad?"

"We have groupies. We have you," Ryan says, but Brendon frowns and shakes his head.

"I don't think he can still be our groupie if he plays with us and he's in a long-term relationship with Spencer," Brendon insists. "I'm pretty sure he counts as part of the band now, Ryan."

Ryan frowns at the road. "...a probationary member. With provisos. And limited voting power when it comes to ordering takeout," he says decisively. Jon isn't too worried about this pronouncement – he figured out months ago that he can easily quadruple his voting power by getting Spencer on his side. "And we know all about groupies from Fall Out Boy."

On the Panic! scale of sentience, groupies are somewhere below slugs and above mud. Except for their one groupie, because Jon is full of awesome. Brendon once proposed the theory that there is only so much awesome available to the groupies of any one band, and that when it's spread out over several thousand people, it's really hard to find. Since they only had one groupie, Brendon explained, it made complete sense that Jon was absolutely full of awesome, because he didn't have to share his awesome with anyone else. Ryan actually smiled at this explanation and told him he might have a point there, and Brendon spent the next five days on cloud nine, explaining his theory to anyone who would listen until Ryan told him to shut up already, god. Brendon wonders whether Jon will have to fork over his awesome now that he's not their groupie anymore, and where that awesome will go once it doesn't have anyone to be attached to. Will it just sort of float free in space, or will it attach itself to a new band or what? He'll have to call Andy tonight, he decides. Andy is wise in the ways of groupies. (Spencer says Andy isn't nearly as knowledgeable about humans as he likes to pretend he is, and that he tends to ask Patrick about that kind of stuff, but Brendon is loyal to Andy's alien awesomeness and I'm not going to listen to you anymore, Spencer Smith, because your words are poisoned, poisoned with jealousy.)

"And Pete Wentz is the final word on groupies," Jon says skeptically. He keeps hearing about how tight Panic! is with FOB, but they've never actually met the guys in the time that Jon's been traveling with them, though one of the others will occasionally call one of the guys in FOB. Usually it's Spencer calling Pete and demanding when he's going to pay Ryan for whatever nifty thing Ryan's done for Decaydance recently. Jon thinks that if the band ever falls apart, Spencer could probably make a living as a bill collector (he, of course, thinks this in the most positive and respectful way possible – Jon thinks Spencer's bitchy, demanding look is one of the sexiest things ever).

"No, Andy is, actually," Brendon says. "Since he can offer an impartial, outsider perspective. The alien thing, y'know."

"And by 'Andy,' Brendon means Patrick," Spencer supplies, and, okay, yeah. Jon can see that Patrick might very well be the world's foremost authority on groupies, since Patrick's biggest groupie is actually in the same band as him and all.

"Spencer is just jealous of Andy's awesome alienness. Poisoned words, Spencer Smith! Poisoned."

"Anyway," Jon says. "I'm not saying we should quit saving the world one hostile alien at a time, I'm just saying that maybe we should take a break, try something else for a while. When was the last time you went for a month without putting yourselves in a situation where your life's at risk?"

Silence reigns. Brendon opens his mouth to speak, then stops and closes it again, frowning. "...start of junior year," Ryan finally says slowly, and Jon settles back in his seat, feeling a little smug, because he knows he's won. He may've had to drag out the history of how they got into all this bit by bit with excruciating patience over a long period of time (and, okay, Brent did sit him down last summer and explained it all, then took questions at the end, because he loves Urie and the Smith brothers, but they can be real assholes when it comes to actually explaining things to people, and you're a nice guy, Walker, you deserve to know this), but Jon does know that the infamous encounter with the cheer coach happened pretty early in their junior year. So. "So not at all since you've started."

"Look, it isn't as if we're trying to get ourselves killed," Spencer insists. "It just happens, that's all. Aliens don't like to be told that they can't eat people, or use them as slave labor, or blow up the Earth so they can mine it for radioactive material."

"You don't look the other way and try to not stop them, though," Jon says. "You go out of your way to find them, you poke your noses into places they don't belong, you always insist on handling the problem yourselves rather than calling someone better suited for the problem."

"But we're saving lives! Don't you like saving lives, Jon Walker?" Brendon asks, turning big, brown puppy dog eyes on Jon. "And anyway, UNIT's full of stuck-up, pompous bastards even if they do have awesome hats."

"UNIT?" Jon doesn't think he's heard of them before.

"Basically the branch of the U.N. that deals with extraterrestrial stuff," Spencer explains. "Ryan hacked their website when we were in school and got their number, and we tried calling in problems a few times, but they kept giving us the runaround, insisting aliens didn't exist and telling us to lay off the pot. We don't call them any more."

"Also, they destroyed the Sycorax when they didn't have to," Ryan says grumpily. "Peaceful negotiations are always better than total slaughter."

"That wasn't UNIT, that was what's-her-face, the British Prime Minister," Spencer corrects. "At least, that's what Andy said," he amends. Andy does seem to know a bit more about extraterrestrial matters than he knows about human nature.

"Anyway," Jon says, trying to get them back on track, "I just think we should try taking a break for a bit. Unwind. Try not running for our lives all the time."

"We don't run, we drive."

"Fearing for our lives, then."

This leads into another debate, because where are they going to find some place to settle down for a long stretch of time? At first Ryan suggests they just drive to some remote location and park there for a while, since they can just live out of the back of the car and all. Jon immediately shoots this down, saying it'd be too easy to just drive off again. They need to get out of the car for a while, stretch their mental legs along with their physical ones. A change of scenery.

"Well, that means Vegas is out," Spencer say. "I don't think Mom and Dad would be willing to put up with us moving back in. Not to mention there isn't anywhere near enough space for all four of us if we can't stay in the car."

Jon's place is out too, mostly because he doesn't have one anymore. All of his stuff is either in the back of car (Dylan included) or in storage. Has been ever since he realized that traveling with these guys wasn't going to be a short-term thing, ever since he realized that his place wasn't in Chicago, or on the road, trailing after Tom, but as close to Spencer Smith as he could manage. Not that he's told Spencer that last bit, yet. He's kind of saving that up for a special occasion, mainly because he isn't entirely sure how Spencer will react to hearing it. "Well, Ryan's idea wasn't that bad, actually," he says thoughtfully. "Going to the middle of nowhere, I mean. Away from highways and big cities and stuff," (they see a lot of big cities – aliens tend to be drawn to them because they can blend into the background, hide their behaviour in amongst all the atrocities that humans do). "Maybe we could rent a house or a cabin or something."

"A cabin! We could be like Davy Crockett and fight bears!" Brendon says excitedly, bouncing next Jon, his earlier upset entirely forgotten.

"Brendon, somehow I think fighting bears would definitely not fall under, 'ceasing to fear for our lives,'" Spencer says gravely. "And anyway, woods aren't any better than cities. Remember what happened that time we went camping?"

"That was because you got huffy and went off on your own."

This leads to more bickering, though mainly of the friendly variety, and Spencer is asked for a tally of accounts, since he's the one who keeps track of their (Ryan's) money, to see if they actually have enough to even try renting a cabin. Websites are consulted (and Jon still can't figure out how it is they get wireless no matter where they go, but he isn't about to ask) while Spencer checks his accounts book, and it's decided that it's time to hit up Pete for more cash, since he still totally owes them (Ryan) money and also because it's never not fun to demand money from Pete Wentz, according to Spencer.

Somehow or another they manage to get Pete to cough up the dough and before the week's up they find themselves all settled down for six month stint in a peaceful cabin in the the mountains, a couple hours' walk from the nearest town (population two hundred, but there's a Starbucks nevertheless and Spencer finds that more than a little frightening – he's pretty sure Starbucks is a front for some nefarious alien scheme at mind-control, and stopped speaking to Jon for a week there when he first found out that Jon used to work for the Evil Corporation). There will be rest and relaxation and maybe they'll spend a bit more time working on being a band and by the time they all tumble out of the car with their overnight bags, everyone's really looking forward to it.

They last three months.

It's not that they can't stand being in small quarters with each other – they've spent over a year living out of a car together, after all! It's just... Well. There's nothing to do. They have a good time with the music for the first month, and Jon and Spencer both appreciate the fact that they can actually get some quality time together without having to worry about Brendon or Ryan bursting in and dragging them off to save the world. (Brendon and Ryan maybe aren't as appreciative of Jon and Spencer's quality time – they end up spending several nights sleeping in the car despite Jon's rule that they not, because Brendon really needs the shielding to help preserve his sanity because god, Spencer, I don't care how quiet you are, thoughts are tenacious, pervasive little buggers and I don't need to see that, okay?) But after that it's... well. It's dull.

And they keep worrying about whether the world can really make it without them, even Jon. They left a message with UNIT before turning off and stashing away their respective laptops and phones, asking them to please look after things for a bit, thanks. Spencer had been against doing that, but Brendon wasn't willing to take a break without asking someone to keep track of things ("It's like having a dog, Spencer – you can't just go on vacation without getting a dog-sitter!"), and who else was there, really? No matter that the world'd done just fine on its own before they'd ever even known about aliens – there've been enough times in the past few years where they have saved the day that they'd hate to think what might happen if someone held a doomsday and they didn't show because they were too busy being bums and goofing off in the middle of nowhere.

Pressure builds up and tensions run high the and eventually even Brendon and Jon are sniping at each other, which never happens. Jon and Spencer are sleeping in separate beds, Brendon's taken to not sleeping at all, and Ryan just holes in on himself, escaping the cabin for most of the day to get lost in the woods and scribble away in his notebook, glaring at anyone who dares to come near. It's not only not fun, it's downright upsetting and it all comes to a head when Spencer says something that causes Brendon to burst into tears, tell them he quits, and stomp out of the cabin. He doesn't come back until three days later, and Spencer and Jon are both beside themselves with worry by that point, while Ryan's pretty much stopped responding to anything at all, just curled up on the couch in Brendon's lavender hoodie and refused to move, to eat, to do anything.

When Brendon returns, they unanimously declare the experiment to be the worst idea ever, blame it all on Jon, promptly forgive him (he didn't know any better!), pack everything up, and head out. Spencer even manages to get them a refund for the three months they paid for but won't be spending at the cabin, and Brendon declares Spencer to be his favoritist person ever. They pull on to the road and set course for UNLV so they can pick up Brent (and apologize for being late, explaining that it's all Jon's fault), and everything's right in the world again.

[ Spencer doesn't know what's up with aliens and cheerleaders: ]

It's just... Jon and Spencer are this really solid, comfortable thing, y'know?

Spencer feels at ease around Jon, and part of the reason he's so pissy with Jon near the start is that he doesn't know why he feels so comfortable around him, and it freaks him out, so he ends up being grumpy and short with Jon. Luckily, Jon is an easy-going guy, and full of awesome because of his magical groupie powers, so he is easily able to survive Spencer's death glares of doom until they become less and less frequent and pretty soon they're friends and then one day a giant wasp touches down and nearly succeeds in laying its (lethal, host-consuming) eggs in Jon, and Spencer kinda maybe freaks and goes kamikaze on its ass. Jon thinks it might be time to make a move, which he does the next morning when he's no longer freaking out about the big bug that tried to shove its ovipositor into him.

Kissing Spencer Smith is just as amazing as Jon predicted it would be eight months ago. Totally worth the wait.

But the thing is that Spencer's kinda been saving Jon's ass from aliens for months now. And Jon usually returns the favor twice a week or so. It's not anything new or different, just like the way they tend to curl up around each other on the couch isn't really unusual. Someone they've become used to each other over the past eight, nine months. Comfortable. At ease. It just happens, and it's like Spencer suddenly realizes exactly where Ryan's coming from with his absolute obliviousness to the fact that Brendon is pretty much head-over-heels for him, because apparently Jon was really fucking obvious? At least, Spencer had thought he was, but he'd also thought Jon was just being, well. Jon. Friendly and flirty and an all-around nice guy. Spencer hadn't realized that yeah, Jon was friendly and an all-around nice guy with pretty much everyone, but he was only flirty with Spencer. It's a good thing he has Jon to point these things out to him – Smiths can be kinda dense when it comes to love (witness Ryan and Brendon – Spencer doesn't think there's any way Brendon could be more obvious, and yet Ryan remains completely oblivious).

Not that this is love. Because it totally isn't. It's just. They like each other, right? And they're good friends. And Jon can, wow, Jon can kiss really well. And the sex is pretty amazing, even better than it was with Brendon when they were sixteen and Brendon could read his mind and know exactly what he wanted, how he felt, even if he couldn't exactly form the words at the moment. The fact that Jon can do that without any psychic ability is kinda, wow. Just. Wow. But this is totally not love. Spencer's sure of that. Pretty sure. Eighty, seventy-five percent sure. Not love. Just friendship and attraction and really great sex. Yeah.

(Though oh god, he doesn't know what the hell he's going to do if Jon decides to break this off, because maybe Spencer's become kind of addicted to Jon and maybe he isn't really all that sure he could possibly ever give him up? Plus, of course, the whole awkwardness of being in a band with someone you used to date. Not that that's ever been much of a problem with Brendon, and they used to sleep together. Er. In a platonic way. Well. Most recently it was in a platonic way, though when they were younger– Yeah. Okay. Spencer's pretty sure Jon's not allowed to break up with him, for the good of the band. And Spencer's sanity. Yes.)

But... maybe Spencer tends to curl into Jon a bit more often than he used to. Maybe he tends to uncurl from Brendon or Ryan or Brent just to curl around Jon when he sits down. And. After a month or two, maybe he starts going and seeking out Jon so he can drag him over to the couch or the squashy armchair and curl up around him from the start. Which is completely and totally logical, really, since he can't expect Ryan to catch a clue about Brendon if he doesn't really think to differentiate between Spencer and Brendon in his head. Also, Spencer fits better against Jon than he does against the others. Nice and comfy and mmmmJonsmell.

Jon Walker, Spencer has discovered, has a very special, unique smell. Ryan kinda smells a lot like Spencer, because they grew up in the same house, with the same laundry detergent, the same dryer sheets, and they shared a room for nearly thirteen years. There really isn't any way for them to not smell the same. And Brendon pretty much smells like Ryan these days, since they're practically attached at the hip (it's kinda seriously disturbing at times but also unspeakably adorable, so Spencer keeps his opinions to himself). But Jon. Jon doesn't smell like any of them, doesn't smell like heat and desert and dryness – like Ryan and Brendon and Spencer. Jon smells like... Like coffee and Dylan and crisp, cool evenings and worn leather flip-flops. Like Jon. Spencer loves the way Jon smells, and he tries to bury himself in it, to hide and pull it over him, making it his smell too, so that he's not just a part of Spencer-and-Ryan anymore, so that he's just Spencer (though some piece of him points out that if he takes Jon's smell, then he'll just be a part of Jon-and-Spencer, but Spencer squashes that voice. Spencer doesn't put up with dissent among the ranks, even in his head).

Brendon keeps asking when Spencer is going to finally admit to his passionate love for all things Jon Walker. After hitting Brendon in in the arm several times, then jabbing his knuckle right in that one soft spot on Brendon's upper arm, right below the shoulder, and still failing to shut him up, Spencer mostly just ignores him, though sometimes he'll jerk around with a glare and hiss, "It's not love. It's just good friendship and really great sex." That usually leads to Brendon snickering and burying his face against Ryan, trying to muffle his guffaws. Ryan usually smirks at Spencer and pulls Brendon closer, which. Seriously. What is with those two? Jon says they're in love, and okay, yeah, Spencer will grant him that, but. But why are they not having sex? It's disturbing. Sex is fun. Particularly sex with Jon. Who Spencer isn't offering to share so shut up, Brendon. And Ryan is totally oblivious to Brendon's complete devotion to all things Ryan. It is hard to appreciate Joncuddles when Spencer keeps wanting to give Brendon hugs. Not that Spencer Smith hugs people. Because he totally doesn't. Unless they are Ryan and then only when he really needs it. Spencer Smith is Tough.

So Tough that he doesn't do schmoopy things like fall in love with the friend he happens to be sleeping with. And cuddling with. And making out with. And totally shagging. Others might not be able to withstand the intense awesome of Jon Walker, but Spencer is a Tough and Fearsome Force. Plus, he has, y'know, hips. No one can ever make him do anything he doesn't want to do, not when he can just cock his hips like so. The look Jon gets whenever he does that is kinda really amazing. Spencer likes to cock his hips around Jon, just to see that look. It makes him feel like he's the only thing in Jon's world, central and special and all Jon can think of. It gives Spencer a really heady feeling.

Then they save this busload of college cheerleaders (and what is with aliens and cheerleaders, anyway?) and they're all blonde and buxom and curvy with fucking girl hips. They seem to think Panic! are wonderful and they fling and drape themselves all over them. Well. All over Jon and Brent and Ryan – they try to attack Brendon as well, but he runs and hides behind Ryan. Brendon appreciates women and everything, but he can only handle so many breasts at one time – they're a bit frightening. He's so lucky he has Ryan to glare at them and frighten them off for him. Enthusiastic as the girls are with the other guys, nary a one of them tries to give Spencer hugs. Not that Spencer wants a 20-something giggly blonde squishing her C-cups against him or anything and he dares them to even try, just dares them. Also, maybe he glares rather nastily whenever they get too close and they giggle nervously and pat his head and hurry off to try and convince Ryan to hand over Brendon.

Jon doesn't glare or protest their treatment of him at all. He and Brent laugh – laugh – and smile and talk with them and Jon takes their pictures and they all love him best and think he's the most fabulous thing ever and god, they're such ditzes, Spencer can't take it anymore, he stomps off to to his room in the car, slamming several doors on his way there for good measure, crawls under the covers on his bed and curls up in a ball. Stupid fucking cheerleaders with their short skirts and perfect figures and great legs and breasts and fucking girl hips. Spencer can't compete with girl hips, it's not fair.

He sniffles (sniffles!) and gulps and oh. Oh damn. It's suddenly occurred to Spencer that he's maybe a little bit in love with Jon Walker.

Which stupid because dopey, idiotic, silly, wonderful Jon Walker would much rather flirt with buxom blondes than pay any attention to Spencer, who's just, y'know, that guy he's sleeping with. And Spencer could totally do better! (Though Spencer immediately offers Jon a mental apology for that one because Jon's pretty damned awesome.) Spencer curls up even tighter under the covers. His life sucks.

Spencer ends up crying himself to sleep and when he wakes up, he feels... a lot better, actually. Still a bit tired and all cried out and he really shouldn't feel good, since he's pretty sure he realized earlier how utterly doomed and pathetic he was when it came to his love life right before falling to sleep, but right now... Right now he feels blissfully calm and at peace and mmmm warm which is nice and he snuggles up closer to Jon and OH SHIT JON.

He maybe accidentally says the last bit out loud.

"Yeah, me, hi," Jon says, smiling that easy, wonderful, fabulous smile of his and nuzzling Spencer's neck. It's kind of really great and then Spencer remembers that oh, right, he's maybe a little bit in love with Jon. Possibly a lot. And his stomach suddenly feels very queasy and uncomfortable because ugh, he's not going to be that guy who's really far gone on someone and can't say anything because it'll ruin a great friendship so he just keeps on with the pointless (but fun!) sex and it slowly kills him inside and alright, that's it. Spencer's putting his foot down on how many angsty, heart-wrenching movies Ryan's allowed to watch in a week. Ugh.

Spencer means to says something mean and bitchy, something that'll hurt Jon just as much as Spencer was hurt earlier when Jon did nothing about those cheerleaders flinging themselves at him. Instead, he asks, what time it is, yawning and rubbing his eyes as he scoots himself into a sitting position. He wants to say something cruel, but he doesn't because, well. He's a bit in love with Jon.

"A bit past four," Jon replies, sitting up when Spencer does, and leaning against him. "Are you alright? You left pretty quickly earlier, and." He stops and bites his lip, glancing up at Spencer's face. It suddenly occurs to Spencer that his eyes are probably still puffy and crusty and it's maybe completely clear that he was crying before he fell asleep.

"I'm fine," Spencer says. He tries to force a laugh, but it catches in his throat and Jon's still staring at him and Spencer suddenly finds he can't really breathe.

Jon frowns. "Spencer..." he starts, reaching for Spencer's hand, but Spencer shies away and laughs again, an awkward, nervous, self-depreciating laugh.

"So, um." Another laugh and god, he sounds like an idiot. "So. I think might be kind of totally in love with you," Spencer says in a rush, and then winces, because that is not what he meant to say, honestly. It just spilled out. Word vomit, only not, but fuck, now he thinks he maybe really will vomit because he feels sick to his stomach and queasy and he kind of really, really wishes they'd just left those blasted cheerleaders to their fate. Spencer starts to slide off the bed, intent on escape.

But it's kind of hard to escape when Jon's hugging him from behind. "Hey. Yeah, I know," Jon murmurs against that back of Spencer's neck. "I mean, um. It was. Well. You're kind of not obvious? At all, I mean. Only, uh. Brendon said you probably were, and he was like, ninety-eight percent sure, though he wanted to say one hundred percent, only Ryan said to be scientifically proper he should leave a margin for error and shit, I didn't mean to tell you all that." He laughs, and his laugh is nothing like Spencer's nervous one. It's mocking but also cheerful and kind and Spencer maybe falls a little bit more in love with Jon when he hears it.

"Oh, Spencer Smith, what you do to me," Jon says affectionately, gently turning Spencer's head and kissing him lightly, sweetly.

Spencer squirms around and kisses back and he is totally not blushing. He doesn't blush. Brendon blushes, Jon blushes, Ryan blushes, and even Brent blushes on occasion, but Spencer does not blush. Ever. He's just... feeling a bit flushed. That's all. Yes. "So... you're okay with that, then?" he asks a bit nervously, because if Jon's known about it for a while, it sure sounds a lot like Jon's okay with the whole Spencer maybe being a bit in love with him, but Spencer still needs to make sure. Just in case. "Because if you're not, we can, um. I mean, I'm totally okay with sleeping on the couch. It's cool. Really." In reality, he isn't okay with it at all but he isn't going to tell Jon that, not if Jon's about to fucking break his heart or something, the bastard.

Jon pulls him back onto the bed all the way, cuddling him. "Dude. I kinda abandoned my job and my best friend to tag along after you and your band. I've moved all my stuff into the back of your car – hell, I've moved in my cat. If that's not a sign of complete and total commitment, I don't know what is." Never mind that Dylan's totally abandoned him for Brendon, traitorous feline that he is. It's the concept of the thing. "I've been in love with you for more than a year, I really don't think I'm going to be particularly upset about you loving me back."

"I. Oh," and Spencer is still not blushing, because he doesn't blush. His face just feels really hot. It's late July, of course he's hot. "That's, um. Nice to know."

Grinning, Jon turns him around the rest of the way and starts rubbing crusty eye gunk away from Spencer's eyes with his thumb. "You were crying earlier."

"Was not," Spencer insists petulantly.

"No, you totally were. You, Spencer Smith, were crying because you thought I was flirting with those cheerleaders. You were totally jealous of their girl hips." Spencer glares at him. He's quickly rethinking his earlier stance regarding Jon. Maybe he doesn't love Jon, not even a little bit, maybe he really hates him, because love and hate are very close and sometimes people get one confused with the other and— "I'll tell you a secret," Jon says, lips hovering right above Spencer's and dammit, when did Jon become immune to his death glare?? "Watching you storm away in a jealous rage was really, really hot." Oh god Spencer's ears have to be bright red right now but he honestly doesn't care because Jon's kissing him and Jon loves him and those damned cheerleaders can go fuck themselves for all Spencer cares. Or Brent, he thinks in a vague, charitable manner. Spencer's in the mood to be charitable.

Jon pulls away long enough to add, "And your hips are better than any girl hips, ever," and then they're kissing again and oh yeah, Spencer's definitely in a charitable mood.

It's at this point that Brendon starts wolf-whistling and hooting while Ryan groans and tells Jon to shut the door next time, he doesn't need to be this intimately acquainted with his brother's sex life. Brent rolls his eyes and closes the door, then takes Brendon and Ryan out for pizza because Brent is an awesome friend like that. Also, he's arranged to meet one of the cheerleaders at the pizza place. Saving the world totally gets him the girls. He likes that.

[ The first time Spencer Smith meets Martha Jones: ]

Panic! survives the Toclafane taking over the world, because if nothing else, they have the hearse and nothing can get into Black Belinda if Ryan doesn't want it to. They end up setting up a base in the mountains with Veronica and a bunch of other Weevils, because Brendon is pretty much BFFs with all Weevils ever. Jon introduces Weevils to coffee, and while they have a pretty good setup, it's something of a bittersweet victory, because they can't help but upset about all the people who died, all the people they weren't able to save. Like Ryan and Spencer's parents, though their little sisters somehow managed to survive and are living in the mountains with them. No one's heard anything about Brent though, and they're worried, but they can't think of any way to check up on him without alerting the Toclafane to their presence. And every morning Spencer has to keep himself from telling Ryan to open his watch.

Sara Jane took Spencer aside once when he was fifteen and told him that if things ever got really bad, nigh on end of the world bad, he should have Ryan open the watch – but only if it was end of the world bad. And Spencer really isn't sure if this counts as the end of the world or not, and he's worried because maybe Ryan's supposed to save them all only he can't because Spencer's dragging his feet. But he's also worried that if Ryan opens the watch, then he won't be Ryan any more, and Spencer doesn't know if he can survive the end of the world without Ryan. Or if he would want to survive it if doing so means no more Ryan. He curls up next to Jon and wibbles and has nightly existential crises.

Then one day a Susie runs up and tugs on Spencer's arm (even though she's totally too old to be doing things like that now, but she was hit hard by their parents' death and maybe now she and Stacey totally treat Spencer and Ryan like pseudo-parents while Jon and Brendon get to be awesome uncles) and says there's a woman at the edge of the camp and she says she has a message from cousin Sarah.

Spencer goes stiff, because why would Sarah Jane send someone to them with a message in the middle of all this craziness unless the message is to open the watch, and he really, really doesn't want to do that. Ryan, on the other hand, thinks that maybe Sarah Jane has sent a message saying how she is his mother! Or something. Since it's the end of the world and maybe she's finally decided to 'fes up. So even though Spencer wants to ignore the presence of the stranger, he can't because Ryan's already telling Susie to take him to the woman. Spencer wants to stop time, find Jon, and curl up in a little ball for a few weeks before doing anything, but Ryan has yet to build a time machine so alas, that will not be happening.

Spencer reluctantly follows Ryan and Susie down the mountain to the edge of their camp to see what the woman wants. He mostly stands behind the other two and glowers threateningly at the stranger, because Spencer has a fearsome glower and it has gotten even scarier since he has had to be responsible for his sisters as well as Ryan (all the Smith kids look up to Spencer when their parents die, even Ryan, which is hard on Spencer, because he has to be a parent to Brendon too, and he's so very glad that Jon doesn't need parenting as well). The woman introduces herself as Martha Jones and says she'd like to talk to everyone in the camp eventually (because Panic! and the girls aren't the only humans there, there are other people too – one of Brendon's sisters, some random kids and adults that they've rescued, and, weirdly, Ray), but first she has a message to deliver to a Mr. Smith from his cousin Sarah Jane.

Ryan starts to talk, but Spencer steps stiffly forward and Ryan closes his mouth. "Our father's dead," Spencer tells Martha Jones, and oh it hurts to say that, just like it hurts every time he says it, but the ache is a dull one, and he doesn't really notice it any more. "If you have a message from Sarah Jane, you can tell it to me." Ryan starts to protest, because he feels that he has every right to hear it too, since he's pretty darn sure this has to do with him, but Spencer shoots him this look, and Ryan goes quiet, because if he's learned anything over the past eight months, it's that the time to argue with Spencer is past. Spencer is the reason they're still alive now (because Black Belinda only really saved them from the initial attack, Spencer's leadership is what's kept them alive and kicking ever since), and Ryan has to recognize and respect that. Not that it means he has to like it or anything – he glowers back at Spencer.

Martha watches their silent exchange with interest, watches as Ryan takes Susie's hand and practically flounces up the hill, grumbling to himself. Once they can't hear Ryan's grumbles any longer, she turns back to Spencer. "Sarah Jane said that if I managed to find her cousin in Las Vegas, I should tell him, 'Not yet.'" She says the words very carefully, and it's clear to Spencer that she doesn't understand what they mean. "But that if this," and here she gestures all around, but mostly at the sky, and Spencer understands she means the Toclafane and the Master's rule, "lasts into next June, to do it no matter what." Martha fixes Spencer with a look, hands on her hips. "Now, Mr. Smith, please tell me you understand what the cryptic message means," she says.

"Spencer," he says automatically, "Mr. Smith was my father." He can feel himself relaxing, because June means he has at least five months before he has to make a decision about anything, and even though five months would've seemed like nothing a year ago, it's practically forever these days. "And yeah, I get it. C'mon, let's go up to the camp proper. You can get something to eat and say what you need to say to the troops." She nods and follows him as he starts hiking up.

"You've done pretty well, surviving the initial attack and managing to set up this place away from the Toclafane," Martha comments as they reach the outskirts of the camp proper. "What's the camp population?"

Spencer shrugs. "Thirty-two humans – though a lot of them are little kids and teenagers – and sixteen Weevils." The Weevils are a godsend, really. They're great with the kids and it's only thanks to them that he and the other guys don't have to worry about babysitting duty all the time. Of course, Brendon and Jon volunteer all the time to look after the kids, but they really like kids, while Spencer just tolerates them. He thinks that he might enjoy looking after them, though, under different circumstances.

Martha lets out a low whistle. "You have Weevils here too? Huh. That's surprising, there's not much love for non-humans these days." She steps to the side as a half-naked little boy runs past, shrieking with laughter. Veronica lumbers after him, growling the growl of the long suffering and put upon.

"Yeah, it's different for people who's first alien experience was with Them," Spencer says with a nod. They don't need to ask who he's talking about. No one says the name of the Toclafane, it's become sort of taboo, but everyone knows who you're talking about when you mention Them. It's like you can hear the capitalization.

"Yours wasn't?" Martha asks, raising an eyebrow.

Spencer grins. "Cheer coach with razor-sharp teeth and eyes on stalks tried to eat one of my best friends when I was sixteen," he tells her. Not that he and Brendon were all that close when the incident with the cheer coach happened, but it was a bonding experience. You never forget your first life-or-death situation. "My friends and I had a sort of... Extraterrestrial troubleshooting group before all this went down," he explains.

"I was in a hospital that got kidnapped by Judoon and sent to the moon a while back," Martha counters. "Had to keep a Plasmavore from killing half the planet."

"That's gotta be tough. We kinda kept to small stuff, though we sorta traveled all over the country for a while." Spencer misses traveling, even though half the time they were going insane inside the car, what with Brendon singing Disney songs and Ryan getting all jittery and wanting to make something, anything. They were on the road when they picked up Jon. Spencer has a soft spot for traveling.

That evening Spencer stays at the back of the crowd, leaning against Jon as everyone stands in hushed silence, listening to Martha Jones talk about the Doctor, talk about hope, and he makes a decision. When Martha finishes, Spencer turns and presses a gentle kiss to Jon's cheek, squeezing his hand. "I have to do something. I'll see you later," he says, and Jon nods and tells him to keep safe. It's something they've taken to always saying, even if they have no intention of leaving the camp. A little extra safety never hurts nowadays.

It doesn't take Spencer long to find Ryan, nor to find Martha afterwards. She's somehow managed to separate herself from all the people who want to ask her questions, and is sitting on a log, staring up at the stars. "Hey," he says quietly as he sits down beside her.

"Hey," she says back, not glancing at him. "You've done a good job with these people, Spencer Smith. You've kept them strong and fighting and full of hope."

He colors slightly, ducks his head. "Thanks, but everyone helped." She snorts, but he presses on before she can say anything. "Martha. I have to– The Doctor," he says, then pauses, trying to think of how to say this. "He's... not human, is he?"

"Does it really matter?" she asks, finally looking at him.

"Yeah. Yeah, it kinda really does," he says in a hushed tone. "Because, if he's not, then I think he might be the one Sarah Jane mentioned once, and." Spencer gulps. "And I need to know. If you've ever seen something like this." His fingers uncurl reluctantly, revealing the watch he borrowed from Ryan only a little earlier. He's sure it has to mean something, even though he never really thought about it before Sarah Jane mentioned it when he was fifteen. Brendon once said that the watch whispered secrets to him, in a language he couldn't understand but which was beautiful and haunting like an aching melody.

There's a sharp intake of breath, and Spencer doesn't have to even see Martha's face to know that she recognizes the watch. "Where did you get that," she demands, and it's not even a question, really. "It's not yours, is it?"

Spencer shakes his head vigorously. "No, no. Of course not. It's. It's my brother's. Ryan's." He glances at her anxiously. "You know what it is, then?"

Martha delicately takes the watch from Spencer, careful not to open it. "It's... a key. And a treasure chest. All in one," she says, and Spencer can tell that she's picking her words just as carefully as she picked up the watch. "I've seen two others before. The first one held something wonderful, and the second one something terrible."

"Please, I have to know," Spencer says anxiously. "What'll happen to Ryan if he opens it?"

She bites her lip and hands the watch back, shaking her head. "I don't know, Spencer. The Doctor might, but." She sighs and shakes her head again. "Not me. I'm sorry."

"Brendon said once that it sometimes sings to him," Spencer whispers, staring down at the seemingly innocuous timepiece. "Or maybe it was that it talks. He has a hard time differentiating between the two when it comes to thoughts, sometimes. But. He said that it sings, and it's beautiful but sad. Lonely."

Martha scoots closer and squeezes Spencer's arm. "I'll ask the Doctor when I see him," she tells him, and Spencer nods dumbly, because he almost doesn't want her to. "You make sure to keep that safe in the meantime," she orders. "You're holding someone's life in your hands."

Spencer nods again. He doesn't need her to tell him that – he knows that Ryan's life isn't the only one that hinges on whatever's inside the watch. He knows he'll quiz her on the details about the watch before she leaves, force her to abandon her cryptic remarks and tell him straight-out what the watch means. He also knows he can't do it right now, he doesn't have the strength for it.

The second time Spencer Smith meets Martha Jones, he doesn't remember their first meeting, because it never happened.

[ Brendon doesn't deal well with deadlines: ]

As the message is for him (for his father, technically, but really for any Smith who understands what it means), Spencer doesn't tell Ryan or Jon what Martha told him. But he does tell Brendon, because it's something Brendon deserves to hear.

Brendon's response is not what Spencer expects. "Good," he says when Spencer explains that, if this goes on for more than a year, Sarah Jane says the watch should be opened. "It needs to be done."

"He might change when it happens," Spencer cautions, because it's not really an 'if' in his mind anymore. "He might not remember us."

And yeah, Brendon looks worried at that, but there's still a determined set to his jaw. "You don't have to hear it, Spencer. You don't have to hear how lonely it is, how scared. How beautiful the music is – and the music is beautiful, but it can't share it with anyone, not really," Brendon says.

"Brendon...?" Spencer knows Brendon doesn't like to talk about what he hears from the watch, and it's surprising that he's volunteering the information now.

"There's a bit of Ryan inside, isn't there?" asks Brendon, and Spencer nods, because he's figured that much out from Sarah Jane's cryptic words over the years.

"It's..." Spencer sighs, because he's not sure how much Brendon knows, how much the watch has told him, how much he understands. "He's not human, Brendon."

From the look on Brendon's face, it's clear that that isn't what he expected to hear. "What?"

"Ryan. He isn't human. He's... well. I think he might be what the Master is."

"Ryan's not—!"

"Not like how he is, god. Well. At least I hope he isn't," Spencer says, rubbing his face. "Martha told me that the Master had a watch like Ryan's, and he went nearly his entire life without realizing what it was, and he was a nice guy, a really nice old man. Then he opened the watch and he changed." He doesn't say how the man – creature – alien – called the Master changed. They both know all too well – they're living it.

"Ryan wouldn't change like that," Brendon says stubbornly, glaring at Spencer. "The thing in the watch, it's not like that. It's a scared little kid, a little boy who just wants his mother. He doesn't want to hurt anyone."

"Brendon. It's not— Have you ever read The Treasure Box?" Spencer asks. Brendon bites is lip, glances away, and Spencer knows the answer is yes. "Just because it says it's your friend, just because it seems safe, that doesn't mean it is. There's a reason why opening the watch has always been a thing of last resort."

Brendon gulps and nods. "I know. I know, honestly I do. I just... I don't want to believe it is all," he mutters. "Thanks for telling me about the deadline," he says after a few minutes. "I really appreciate it." And even though he tells Spencer that he doesn't believe Ryan will change, even though he tells himself that he sincerely believes Ryan'll stay exactly the same, Brendon now feels like the deadline isn't so much one for Ryan as one for him. Like there's a deadline on a part of his life that never had a deadline before.

Which is why, when Ryan crawls into bed that night, Brendon presses up close to him and says a little breathlessly, "Ryan, Ryan Smith, I'm going to kiss you now because we could die at any moment and I've maybe kinda totally been a bit in love with you since junior year." And he frames Ryan's face and kisses him as hard as he can, as thoroughly as he can because. Because yeah, he's read The Treasure Box and he believes Spencer when he says Martha said Ryan might change completely, and Brendon'll be damned if he'll let that happen without his ever telling Ryan how he feels, without doing something.

Ryan's obviously surprised by the kiss, but he even if he doesn't return it, he also doesn't fight against it, and he's gone kind of slack-jawed so it's no trouble for Brendon to sneak his tongue in to explore Ryan's mouth like he's wanted to do for years.

When he pulls back, Brendon's panting slightly, and he just stares at Ryan and tries to summon some sort of– of courage or something, because god he just kissed Ryan, it's not like he's got anything else left to lose, really. "...Ryan?" he asks shakily. Ryan's just staring at him and not saying anything and. "Ryan, you have to say something, because, god, I'm totally freaking out here and I need to know if you're okay with this or if you want me to leave and go spend the night with, I dunno, Ray or Susie or someone, because I totally will, if that's what you—"

"Brendon. You talk too much. Shut up," Ryan says and oh god he's kissing Brendon now and this, this has to be a dream and it's the best damned dream Brendon's ever had and he hopes he never wakes up ever. Brendon's hands are twisting the front of Ryan's shirt, twisting and digging and tugging and he whines, begging because he wants Ryan closer, wants to eliminate any space, any air still between them, and he wants it now.

Unfortunately, air is kinda hard to do away with completely, since they still need to breathe, and yeah, okay, Brendon's definitely gotten better at this since when he was seventeen, but it's really hard to remember mechanics and technicalities and complicated things like breathing through his nose when he's kissing Ryan Smith. So they end up breaking apart after a few minutes, both of them flushed and panting for breath. Ryan takes advantage of them being apart to grab the hem of Brendon's shirt and tug it up over his head and off. "Fucking finally, Urie," he grumbles, eyes bright in the darkness of their room.

Brendon blinks, peering at him and kinda really wishing he still had his glasses on so he could really see Ryan. "Um, what?" he asks, voice breaking nervously.

"Five years," Ryan mutters, pulling off his own shirt and pressing up close against Brendon again, arms around Brendon's torso, mouth presses against Brendon's neck as he talks. "Five years of– of happiness and wonder and confusion and anxiety and, and everything." He pulls back slightly, staring at Brendon with somewhat-pained eyes. "Why didn't you do something sooner?" he asks plaintively.

"Wait, what?" Brendon asks, honestly confused now, because. Because near as he can figure, this is Ryan's roundabout way of saying that yeah, he's maybe been in love with Brendon for just as long as Brendon has with him and it's Brendon's fault that they've been sorta awkwardly stuck in a platonic cuddle rut for most of that time. "Don't you try and pin the blame for this taking so long on me, Ryan Smith," he says sternly, frowning. "I kissed you first."

Ryan flushes and ducks his head and suddenly he's not this hot-handed, hormone-driven grump, suddenly he's just Ryan. Ryan who's always looked a bit confused and lost when confronted with Spencer and Jon pressed close together and trying to eat each other's faces off. Ryan who of course understands the concept of physical attraction and acts of affection but who's never got them. Not really. And Brendon remembers why he's been fine with just sleeping next to Ryan for the past three, four years. "...oh," he says softly. "You, um. You really didn't get it. Did you?" he asks, reaching out and gently stroking Ryan's cheek.

Ryan presses into Brendon's hand, practically purring at the touch. "Sorry," he mumbles. "It was. I mean, god, it seems so obvious to me now, but I." He shrugs. "It didn't before? I just didn't make the connection, and. Sorry."

And Brendon believes him, because bright as Ryan is – and really, Ryan's an absolute genius, everyone has always said so, even Andy (and Brendon bites his lip and sends up a silent prayer that Andy and FOB and all the others they've met over the years are alright) – when he doesn't see something, he just doesn't see it. He doesn't think of it, doesn't consider it, it doesn't even occur to him in the remotest sense. Like how he's completely oblivious to just how brilliant and amazing he is. "Hey. It's okay," Brendon says quietly, leaning their foreheads together. "You get it now, and, hey. I do too. Everything's going to work out." He smiles softly, warmly.

The smile Ryan gives in return is shy and weak. Nervous. Scared. "It might not. The world right now..." His eyes get a strange look in them, like he's stepping back and looking at everything from a great distance. It's something Ryan does sometimes, and it's so disconcerting that Brendon unconsciously shivers. "The world isn't right," Ryan says with a frown. "It's. There's something broken. The Master did something and it. Broke. It's not working right. I don't know... I don't know how to fix it, Brendon, and people are getting hurt, people are dying, have died, and I want to be doing something, I should be doing something, but I don't know what, don't know how to do it, and it's." He growls with frustration and shakes his head slightly, angrily.

It's like watching a small child who's trying to tie his shoe and getting frustrated because he just doesn't have the dexterity to manage it, Brendon thinks. Ryan knows he can save the world, but he just... doesn't know how. He's missing some vital component, some important thing, and it's driving him up the wall. Even if this is all fixed before they reach Sarah Jane's deadline of June, Brendon thinks he might still make Ryan open the watch. Because he doesn't deserve this, doesn't deserve to be constantly reaching for something he can't quite grasp. And if Ryan turns out to be as bad as the Master, if he just ends up destroying the world the rest of the way, Brendon thinks it just might be worth it.

Brendon swallows nervously and bites his lip, because it occurs to him that if he's willing to let a world die just so that Ryan can be happy, he's probably a lot more than "a bit" in love with Ryan. Leaning forward slightly, he kisses Ryan, a gentle, chaste pressing together of their lips. "Everything's going to work out," Brendon says again. "You're going to fix it, I know you are."

"Brendon..."

"No, Ryan, this is one thing you're not allowed to argue with me about. You're going to save the world. I'll make sure of it," he says fiercely, because he doesn't know about Martha Jones' Doctor, doesn't know what he can manage, but he does know Ryan. Ryan can fix anything.

Ryan laughs and shakes his head, burying his face against Brendon's neck. "God. Only you would say something so– so—"

"Truthful?" Brendon suggests, and they both laugh this time, long and low and Brendon sighs contentedly. The world's ending all around him, but somehow, somehow when he's lying pressed up against Ryan it really does seem like it's all going to work out in the end. Smiling, he snuggles up and closes his eyes. Maybe they'll get lucky, and one day they'll wake up and find that all of this was just a bad dream.

It could happen. Right now, anything seems possible.

[ The year that never was: ]

In the end, Martha Jones' Doctor does save the world, but no one realizes it. No one knows it except for Martha and her Doctor and a small handful of others, most of them members of Martha's family.

It turns out that Ryan was right about there being something wrong with the world, something broken. The Master was able to do what he did because he'd built a paradox machine, something that would allow two timelines to coexist simultaneously, allow the people from the future of one timeline to come back and destroy their ancestors without destroying themselves. When the machine is unplugged and dismantled, the past year is destroyed as well, along everything that'd happened since the moment the Toclafane arrived and began their reign of terror under the Master's command. Everything goes back to square one, and, while all the dead are alive again (Spencer and Ryan's parents, Brendon's family, Jon's cat, Brent Wilson, the Way brothers, all of them), all that happened during that year, during the year that never was, it vanishes, ceases to be, never took place.

All of it.

[ On the subject of acting stupid: ]

Ryan and Spencer's twenty-first birthday is boring.

...no really, it is! Brendon's excited and all, "Oh my god, oh my god, this is going to be awesome – you guys'll finally be able to legally drink!" and the Smiths just stare at him and ask, "Brendon. Does anyone actually pay attention to the legal drinking age?" because maybe Jon's been buying booze for them for years. Brendon loves it when Ryan drinks, because then he clings to Brendon a lot and burrows against him and that is the best thing EVER in Brendon's opinion.

"Alcohol tastes nasty," Ryan says, making a face. "I don't see what the big deal is."

Spencer glances between Ryan and Brendon. "...okay. We can do this. But I'm only doing it because you're a good kid, Brendon Urie. And you have to take care of him if he starts puking his guts out again." It nearly always happens, and Spencer thinks that maybe Ryan's physiology just can't handle alcohol. He worries that maybe he should just put his foot down and not let Ryan drink, ever (not that Ryan would ever complain), but, well. Brendon is a good guy, and Spencer just keeps hoping that one of these days Ryan will catch a clue and stop being so damned stupid.

Thus, the Smith brothers celebrate their twenty-first birthday with alcohol not because they want to, but because Brendon says they should. It's a good reason. Spencer feels like a veritable saint, he is so very selfless, agreeing to do this for Brendon's sake. He also might be more than a little tipsy right now, but it doesn't matter because he's in Jon's lap and Jon loves him. "You love me, right, Jon?" he asks affectionately, nuzzling Jon's neck, running his fingers through Jon's hair. In the morning Spencer will be absolutely appalled at his behaviour and oh so very glad that they're in Washington and far, far from home and anyone they know. Right now, however, he just wants to snuggle with Jon, who is his most favorite person in the world.

Except for Ryan, of course, because Ryan is his brother. But that doesn't matter right now because Jon still hasn't answered Spencer's question. Spencer pouts. "Jooon, why're you so quiet? Don't be quiet, Jon." Jon gulps. Apparently hard alcohol makes Spencer affectionate in ways that beer never does, and okay, Jon really isn't complaining. Or freaking out, because cuddling and Panic! kind of go hand-in-hand, whether it's groping-and-cuddling or completely platonic cuddling (of which Ryan and Brendon are the ultimate masters), so he's used to cuddling with Spencer. Only, um. Wow. Usually that's in the private of the car, as Spencer is prickly and not given to PDAs when they're in out and this is, um. Really, really nice. Particularly since a number of other people at the bar keep giving Jon jealous looks. Jon grins and wraps an arm around Spencer's waist, pulling him closer.

"Just thinking about how much I love you, Spencer Smith," he says, kissing Spencer lightly. At least, he means to kiss him lightly, really he does, but Spencer automatically deepens it and the next thing Jon knows they're giving most of the bar a really good show. Wow.

Elsewhere, Brendon is not having anywhere near so good a time. "Come on, Ryan," he wheedles, "you don't have to drink the whole thing, I'll share it with you." He bats his eyelashes a few times for good measure and offers Ryan the piña colada again. For the sixth time that evening. Ryan gives it a look of contempt.

"Someone has to stay sober enough to drive later," Ryan snaps, arms folded across his chest as he glares over at where Spencer acting like a complete idiot, plastering himself all over Jon. Spencer is a total traitor, he does not deserve to share a birthday with Ryan.

"Jon said he'd drive. Please? I bought it for you. I think you'll like it. It doesn't taste like beer at all, it's sweet and yummy." If Brendon had a better backbone, this would be the point where he'd take a sip and then kiss Ryan and share it with him. But he doesn't and he values Ryan's friendship way too much to ever do anything like that. But. But that doesn't mean he doesn't want to do it.

"God, Urie, alcohol isn't fucking soda pop," Ryan says, the disgust clear and obvious in his voice, on his face.

"Fine," Brendon snaps, because yeah, he really cares about Ryan, and yeah, Ryan is his best friend ever, but Ryan's also being a complete bitch and Brendon's just trying to be nice. Going out and drinking with your friends on your twenty-first birthday is what people do. (Except when Brendon turned twenty-one it was just him and Jon who went out and Jon bought him a drink and they played some air hockey and then they went back to the car after an hour or two, because really, it just wasn't much fun without Ryan and Spencer there too.) "Fine, be that way. Whatever," Brendon says, and he grabs the drink and downs half of it in one go, because even though he went into this evening planning to not get any more than slightly buzzed so that he'd be able to clearly remember each and every one of Ryan's adorable drunk antics, what's the point in if Ryan refuses to take even a sip?

"Fuck, Brendon, don't do that, you'll give yourself alcohol poisoning or something," Ryan says, and Brendon blinks owlishly at him from behind his glasses.

Brendon smirks. "You, Ryan Smith, are worried about me." Which Brendon thinks is awesome. Maybe he'll actually try for alcohol poisoning, and then Ryan will have to rush him to the hospital to have his stomach pumped, which, okay, ew, Brendon's heard from the TAI guys that that's really not pleasant at all and he actually doesn't want to do that, but he likes the idea of Ryan being his knight in shining armor. "You're my knight in shining armor, aren't you, Ryan?" he asks, leaning against Ryan and affectionately nuzzling his neck. "I want to be your damsel in distress."

Ryan sighs and rubs Brendon's back. This is nice. This is more what he's used to, Brendon cuddling up and being all dependent. It's weird when Brendon starts acting, well, older than Ryan. It still feels wrong to Ryan whenever Brendon actually acts like it, since he's so used to him being silly and childish and, well, Brendon. "...one sip," he says finally, because he feels guilty about making Brendon upset, and one sip can't hurt him, right? "But just the one. Alcohol always makes me sick, you know that. I don't want to be sick on my birthday."

"Okay!" Brendon chirps, and he hugs Ryan tight, burying his face against Ryan's neck and buzzing. Ryan squawks and jumps slightly in his chair and Brendon pulls back, laughing. Yeah. Yeah, this is more what Ryan's used to. "Drink, Smith," Brendon says, shoving the glass at him. "You said you would."

"God, you're such a spazz," Ryan mutters as he takes the glass and sips it carefully. It's... surprisingly sweet and light, with just a hint of alcoholic tang to it. "That's... not half bad," he concedes as he sets it down on the table.

"I asked the bartender to make it weak, seeing as how you're a lightweight and all," Brendon says, smiling encouragingly at Ryan as he worries his bottom lip between his teeth. Ryan can feel a flush creeping up his neck, because there's something adorable about that gesture, that look, and he wonders if other people in the bar think that he and Brendon– Ryan gulps. He wonders when the last time Brendon had a date. It's hard to see much of anyone when you're traveling all the time, and here's Brendon, stuck babysitting Ryan while Spencer and Jon make out for the benefit of the rest of the bar. It's a shame, really – Brendon would make a really great boyfriend for someone.

"You know," Ryan says tentatively as he hands the drink back to Brendon, "you don't have to stay with me. I can look after myself."

The smile immediately disappears from Brendon's face and he kind of just... deflates. "Are you. D'you want me to go?" he asks. "I mean. I thought you liked hanging out and. We're celebrating your birthday. Yours and Spencer's," Brendon babbles and he feels stupid and foolish and oh god, what if Ryan wants him to go so that Ryan can flirt with people? That is totally not on, other people are not allowed to flirt with Ryan, Brendon saw him first! "I mean, yeah Spencer's abandoned us for the greener pastures of Jon Walker, but that doesn't mean we can't have a good time, just the two of us. I like spending time with you." Brendon bumps his shoulder against Ryan's and smiles a little hopefully.

"No, I just. I thought, we don't go out very often. You might want to, I don't know, meet someone," Ryan mumbles, eyes flicking towards where Spencer and Jon are sucking face and immediately skittering away again. "That's all."

"Aww, Ryan Smith, that is so sweet," Brendon laughs, face lighting up and Ryan smiles back, because Brendon's smiles are seriously infectious. "Don't you worry about my love life," he says, flapping his hand at Ryan, "I can take care of that myself." Which means Brendon's perfectly content with pining over Ryan, just as long as it's clear that only he is allowed to pine over Ryan. (Not that Brendon is really pining or anything, understand, because Brendon thinks that Ryan is a great guy, and yeah, really hot, but it isn't as if he's in love with him. He just kind of really wants into his pants. And to cuddle with him. Which, okay, he already gets to do, but it would be kind of really awesome to cuddle and get into Ryan's pants. Wow, yes please, sign Brendon up for some of that.) He waggles his eyebrows and Ryan snorts.

"Well, if you say so," Ryan says with a shrug.

"Anyway. What kind of knight in shining armor would you be if you let me go off on my own amongst all the ravishers of the night who are intent on compromising my virtue?" Brendon asks with wide eyes. "You would be falling down on the job, I think." He laughs and finishes off the rest of his drink, because really, the idea of anyone being interested in compromising Brendon's virtue is kind of totally hilarious.

Ryan smiles, and it's that smile of his, the one that looks so easy to most people but Brendon knows is actually really hard to coax out of him in public like this. It's not often that Ryan is enough at ease to smile like that and oh, Brendon's breath catches in his throat for a moment. Ryan is too pretty for his own good. "Hey," Ryan says, bumping Brendon's shoulder companionably, "how's this? I'll take one sip of every different kind of drink you get tonight, okay? No matter how weird it looks or how obscene the name is."

The look Brendon gives him is one of pure and utter amazement. "Ryan, Ryan, you really do love me!" he proclaims as he hugs Ryan tightly. Then Brendon is out of his chair and on his way to the bar, no doubt intent on finding something horribly obscure and dangerous looking. Ryan kind of fears for his life, but he thinks the sacrifice is worth the look on Brendon's face just now.

The problem with Ryan's proposal, Brendon soon figures out, is that no matter how Brendon tries to arrange it, he ends up consuming way more alcohol than Ryan. Even if Brendon gets shots, it still doesn't work out, since the alcohol's so much stronger, Ryan makes faces at them. He doesn't like the strong taste of the undoctored alcohol, he likes fruity drinks, and Brendon's more than happy to oblige, because he likes fruity drinks too. And Ryan has a nice smile. He really likes Ryan's smile. "I really like your smile," Brendon says, nuzzling up against Ryan. He's just finished his – their – fourth drink, a midori sour, and it was really good. Ryan liked it so much he took two sips! Though Brendon thinks the first one might've been really small so maybe it didn't count.

Ryan snorts and rolls his eyes. "You're drunk, Urie."

"No I'm not! I am, mmmm, pleasantly tipsy. More pleasant than tipsy. Don't you think I'm pleasant, Ryan Smith?" Brendon is half-sprawled across Ryan's lap, and he bats his eyelashes up at Ryan, who laughs again and shakes his head, though the tips of his ears turn red.

"I still think you're drunk," Ryan says, fixing Brendon's glasses so they sit straight on his nose. "You ready to call it quits?" Jon and Spencer have finally – finally – broken apart for air, or something, though Jon looks very dazed and Ryan wonders if it's possible to get contact drunk, because Jon sure as hell doesn't look sober at the moment. Ryan sighs. He hopes they don't end up parked on the street overnight. They've been given weird looks on more than one occasion when they've all stumbled out of the car in the morning the few times they've done that in the past. People get weird about four guys sleeping together in the apparently cramped space in the back of a hearse, though really, Ryan can't understand why.

"Mmm, one more, maybe," Brendon says, straightening slowly and pulling himself out of Ryan's lap. "I'm gonna get you a White Russian. You'll like it. It's tasty with coffee!" Brendon giggles and stands up, swaying enough that he needs to grab the back of his chair to keep himself from toppling. Ryan scrambles to his feet and steadies him the rest of the way.

"Hey," Ryan says, wrapping an arm around Brendon's waist. "Maybe I better walk with you to the bar." He doesn't bother to remind Brendon that he doesn't really like coffee much of at all. If Brendon wants to get him a coffee-flavoured drink, he'll drink some of it, and he'll say he likes it, because then Brendon will smile. Ryan's a bit of a sucker for Brendon's smiles.

"You are such a gentleman, Ryan Smith," Brendon coos, leaning in and nuzzling his neck as they make their way to the bar. "I am so lucky to have you to look after me."

"Glad to know I'm appreciated. I hope you realize I'm never going to let you live down any of this, right?" Ryan jokes as he leads Brendon to the bar and orders his drink for him.

"Oi, hey, no," Brendon says with a frown as Ryan pays for the drink. "It's your birthday. You shouldn't be paying for drinks."

Ryan shrugs and picks up the glass with his free hand, the one that's not wrapped around Brendon's waist, resting on his hip. He sips slowly, considering the taste. There's a smoky flavor in there, but it's light, not anywhere near as strong as it is with straight-out coffee. It's actually not half bad he decides as he swallows and hands the glass to Brendon. "Think of it as a belated birthday present, since I couldn't buy you one back in April," he suggests.

Cupping the glass in both hands, Brendon stares at Ryan, his mouth a perfect O. "You are the bestest friend a guy could have," he says sincerely before drinking. He boggles at the glass slightly when he lowers it again. "Ryan Smith, you sly, sly devil," he says cheerfully, "you didn't tell him to cut down on the alcohol, did you?" Brendon snickers, because god, it would figure – here he's been buying weak drinks all night out of respect for Ryan's sensitive lightweight status (and, okay, also because he's trying really hard not to avoid getting stupid drunk), and now Ryan's gone and bought him one that's full-strength. "If I get drunk, it's all your fault," Brendon tells him solemnly. "You'll have to take full responsibility." He's half-way through his second sip, long and sweet and mmm White Russian, when it occurs to Brendon that oh, hey. Maybe Ryan had a point earlier. Maybe he is a bit past pleasantly buzzed and well on his way towards tipsy. Past tipsy? Not drunk. Probably. He thinks.

By the time Ryan is helping him out of the bar and into the car, Brendon is maybe having to reassess his situation yet again and oh, wow. Maybe he is drunk. Oops. Good thing he has Ryan to look after him and keep him from being stupid! "Ryan, Ryan, you won't let me do anything stupid, right?" Brendon asks, staring up at him with large brown eyes as he sits on the threshold of the car. "Right, Ryan?"

Sighing, Ryan steadies Brendon, and nods. God, how does Brendon get his eyes that big? It can't be natural or healthy. Brendon scrambles into the car the rest of the way, grabbing the front of Ryan's shirt at the last moment and pulling him in as well. They end up collapsed in a heap on the floor of the common room, Brendon giggling and Ryan struggling to untangle their limbs. This is made especially hard by the fact that Brendon keeps trying to hug him. "Brendon, that– that really isn't helping," he insists, but Brendon just laughs and shakes his head, hugging Ryan closer. Really, Ryan should be mad and annoyed and frustrated with him right now, but Brendon looks so happy, and it's hard to be mad at Brendon when he's happy. "Come on," he says as he finally struggles to his feet and hauls Brendon up, "let's get you to bed."

"Oooo, bed! Are you going to join me, Ryan Smith?" Brendon asks, batting his eyelashes.

"Of course, you ass. We share a bed."

Brendon apparently thinks this is the most hilarious thing ever, and Ryan gives up trying to understand the inner workings of the Urie mind and instead makes Brendon sit on the edge of the bed and works off his shoes. Something drops on his head, and Ryan makes an annoyed noise and pushes it off, glancing up to glare at Brendon. Who's taken off his shirt. Which, okay. Half-naked Brendon is something Ryan's totally used to, really, because they've been sleeping in the same bed for over two years and living together for more than three. You can't do something like that for that long without getting used to what the other person looks like half-naked. Only. Usually Brendon isn't all flushed and staring at Ryan like that. Ryan gulps and shifts uneasily, dropping the lilac-colored Converse in his hand.

"Ryan," Brendon says softly. "Ryan, Ryan, Ryan."

"What?" Ryan asks, annoyed and confused and ready to start glaring again.

"You're supposed to stop me from doing anything stupid," Brendon reminds him as he burrows under the covers, tugs at Ryan's arm, trying to pull him in. Ryan toes off his own shoes, pulls Brendon's glasses off, sets them on the nightstand, and crawls under the covers. He keeps his shirt on.

"Yeah, I guess," Ryan says with a shrug. He doubts he can keep Brendon from doing anything he really wants to do. Brendon is like a hurricane in that way. Or any number of other natural disasters Ryan could name.

"So that means," Brendon says as he leans forward, bumps against Ryan. "That means this isn't stupid." And Brendon kisses him.

Ryan's entire body goes stiff because, what? No, seriously, WHAT?? Brendon is kissing him. Brendon Urie is kissing him. What fuck is going on? None of this makes sense and Ryan can't figure it out at all and Brendon sighs softly against Ryan's lips, then smiles and snuggles against Ryan's chest, buries his nose in Ryan's shirt. "...what. The fuck, Urie," Ryan says deadpan, but Brendon doesn't say anything, he's already asleep.

Ryan doesn't get much of any sleep that night. He hears Jon and Spender stumble in, hears them snicker as they stagger down the hall, turn into their room. If he strains, he can hear a very-muffled moan shortly after, but Ryan doesn't strain. (He's infinitely glad they completely soundproofed Brent's room when they made it into a sometime-practice room, and that it sits between his and Brendon's room and the one Jon and Spencer share; there are certain things Ryan would rather not know about his brother). He's too busy thinking, too busy trying to figure out what the fuck is going on because, uh, his best friend got absolutely smashed and kissed him. After much consideration, Ryan finally decides that it'll be best to just ask Brendon in the morning. If anyone knows why Brendon would do something like that, it's Brendon himself, right? Right.

In the morning, Spencer is crabby, which is easily and quickly cured by Jon bringing him coffee. Brendon has such a hangover that he's unable to speak in anything other than very expressive grunts, which is... not so easily cured. Most of what Brendon says consists of complaints about how Ryan failed to take proper care of him the night before, letting him to sleep without forcing a gallon's worth of water down him first. Or at least that's what Jon says. The task of translating Grunt into English has fallen to him today because he has the most experience with Grunt (too much time around TAI and other bands during his formative years, he explains) and because he's in the best mood out of all of them.

"That's the only thing he's complaining about?" Ryan frets, bites his lip, forces himself to not bite his lip, and nearly drops the bowl he's getting out of the cabinet.

"That's it," Jon says with a shrug, though he's eyeing Ryan now, considering the way Ryan moves in a nervous, jerky around the kitchen. "Something happen between you two last night?"

"What? No. I just brought him back. And. Put him to bed. He was really out of it." Ryan shrugs. Everything's fine. Nothing to see here. Move along, folks. Jon nods slowly, and for a moment Ryan's afraid he's going to ask for more, but he doesn't, just sits there and drinks his coffee, smiling at Spencer over his mug. Spencer scowls back at him. Spencer's kind of amazing.

Once he's awake enough, Ryan volunteers to take first shift for driving while everyone else showers and gets dressed and okay, yeah, it's a total cop-out – he'll let Brendon sleep some more to recover. He'll avoid thinking about last night until he absolutely has to. Avoid thinking about what Jon and Spencer are getting up to in the back of the car while they have the run of it mostly to themselves. Ryan makes a mental note to disinfect the kitchen counter when they stop for lunch later.

Ryan pulls over after a few hours and they switch drivers, Jon taking over, Spencer sliding into the front seat next to him while Ryan and Brendon clamber into the back seat. They don't often ride with anyone in the back. It just... feels better for them all to be there. They're a team, they should stick together, keep each other awake and alert. Talk and laugh and do things!

Sometimes Ryan and Brendon work on songs when it's not Ryan's turn to drive, but neither of them is feeling particularly creative today, and Brendon kind of just groans and curls up against Ryan, who, after a few minutes of awkward internal debate, puts an arm around him. "Hey, Ryan," Brendon asks after a while, keeping his voice soft so as to not interrupt the conversation Jon and Spencer are having up front, "I didn't do anything stupid last night, right?"

"No," Ryan says, trying to keep his voice from sounding choked or weird or awkward. "Nothing stupid at all."

"Good," Brendon says with a yawn. He smiles up at Ryan. "I honestly can't remember anything after the third drink – there were more after that, right? Thought so. Good thing I had you to keep me out of trouble, hm?"

Something twists up inside of Ryan's chest, twists tighter and tighter and then suddenly – springs. Releases. All the tension flows out of him, and he relaxes. Brendon doesn't remember a thing, Brendon was seriously drunk last night, Brendon kissing him was a fluke occurrence. "Yeah," Ryan says, returning Brendon's smile, ruffling his hair. "Good thing."

[ Somewhere in the middle of Kansas, a blue box sits in the snow: ]

They're halfway across Kansas, on their way north, northeast, when Brendon leans forward in the front seat and presses his fingers against the windshield as he stares outside. A frown wrinkles his brow, and he breaks off from singing along with the song on the stereo. Spencer glances over, curious. "What is it? D'you hear something? Should I pull over?" Which is Spencer's way of asking if Brendon's picking up on some sort of psychic shout or something.

"No, it's." Brendon frowns some more, leaning even further forward, straining against his seatbelt as he stares out the window. Spencer follows his gaze, and it seems Brendon's focused on some sort of shed on the horizon.

"Is there someone in the shed?" he asks.

"It's really there, then?" Brendon asks cautiously, then bites his lip. "It's just. Okay, I know this is going to sound strange, but I could've sworn it wasn't there a minute ago. I know it could've been behind a rise or something, but the land's flat as a board around here."

"You think we should stop," asks Ryan from the back as he leans forward, arms resting on the seatback, chin resting on Brendon's shoulder.

"...probably? I mean. I might've just not noticed it right way, but..." But it's a rare day indeed that Brendon fails to notice something, particularly when they're driving across flatland and there's not much of anything about to distract him.

"But you don't think that's the case," Spencer concludes. They're coming up closer on the shed now, and Spencer can see that it really isn't so much a shed as a sort of large, boxy-looking telephone booth. Painted blue. It says POLICE along the top. Shifting gears, he slows down and pulls over to the side of the road about a hundred feet away. No sense in getting too close when they aren't quite sure what they're dealing with. Sure, it looks innocent enough, but Spencer's learned to be suspicious of innocent-looking things over the years. His paranoid streak has kept him alive so far, and he isn't about to abandon it now. And. And something about it looks familiar. Like something from a story or a dream, and Spencer's lips tighten into a thin line.

Brendon leans forward and switches off the iPod hooked into the stereo – Jon's, he thinks, but he isn't sure – detaching it. He opens the glove compartment and stashes the iPod there, then pulls out a four of slender, silvery rods and wordlessly passes them out to the guys. He gives Spencer two – Jon's in the back of the car, working on dinner while they drive, and Spencer'll give Jon his stun stick when he goes to get him. The stun sticks are actually a secondary precaution, something Ryan whipped up years ago so that they'd have something handy and fast if they needed it. They're pretty nifty in that the tip of one will knock out almost anything it comes in contact with for at least six hours (and the almost is only there because Ryan likes to be overly-cautious and is constantly warning them that just because they've yet to find a species that can withstand the stun stick doesn't mean that none exist). The main problem with them is that they don't have much reach, so you have to get up really close to use one, making them impractical weapons a lot of the time.

Gulping, Brendon scrambles out, Ryan right behind him, and they lean against the car as they wait for Spencer to get Jon. Always all four of them when dealing with something they don't expect, and yeah, sure, it's probably just an odd sort of telephone box in the middle of nowhere, it's probably not anything important, but. But they've gone into similarly innocent-seeming situations in the past and nearly ended up dead just because they went in unprepared since it didn't look that dangerous.

Spencer and Jon join them in a timely manner and without their hair all mussed up for once. Brendon would be surprised, only he knows that Spencer and Jon are professional and they know when it's important to keep their hands to themselves. Plus, it probably doesn't hurt that Spencer's pretty much in charge of these sorts of things, and he's always absolutely professional when it comes to kicking alien ass and defending the human race and all that good stuff. Brendon grins at them. "How's dinner coming, Jon?" he asks cheerfully as they walk towards the box, snow crunching under their boots.

"Alright. Spencer says we've got a mysterious appearing blue box?" Jon raises an eyebrow as he fiddles with the camera on the strap around his neck. Jon sort of obsessively documents every alien-related thing they do, and it kinda weirded Brendon out at first, but the info Jon's collected has save their lives over the years more times than Brendon can count.

"I think. Dunno. Looks like a phone booth." They're right up next to it now, and it really does look like that's all it is. The walls are wood, there's a phone in a box on the front, and it looks pretty normal.

Ryan studies the phone, frowning at it. "It's a fake. It's not connected to anything. Why put a dead phone on the outside of a phone booth?" He takes out his multipurpose tool and starts fiddling about with the phone, poking at bits of wire and playing with the components.

Trust Ryan to get distracted by a machine that's not working, Spencer thinks, rolling his eyes. "Maybe the inside's needed for something more important," he suggests, and tries the door. Unsurprisingly, it won't open. "Ryan, lend me your sonic," he says, but Brendon's already reaching over his shoulder and knocking on the door. "What the fuck, Urie?" he snaps at Brendon.

"Just seemed more polite than automatically trying to break in," Brendon says.

Spencer opens his mouth, no doubt ready to shoot back a scathing reply, when the door in front of him opens and a man in a suit smiles cheerfully at them. "Why hello," he says, "what can I do for you chaps?"

To his credit, Spencer doesn't even blink – the stun stick's in his hand and the tip's pressed against the stranger's neck so fast that Brendon can't honestly remember seeing Spencer move. The stranger slumps forward and Spencer and Brendon catch him, laying him on the grass. "Shit, Spencer," Jon whispers, eyes wide, "he didn't even try anything. What the hell?"

Kneeling next to the stranger, Spencer shrugs. "Not human. First to move is the one who's most likely to keep his head. Brendon, restraints please?"

Brendon rolls his eyes and binds up the man's wrists and ankles with the special restraints Ryan made for them. They supposedly restrain tentacles as well as arms and legs. Also feelers, claws, and wings. "You didn't have to do that," Brendon says peevishly. "He seems nice."

"Is that your professional opinion?" Spencer asks, which is his way of asking Brendon whether he's dipped into the guy's head or not.

He flushes and glances away slightly. "...he's got shields. No professional opinion."

Jon still isn't happy with the way things are going, and yeah, Brendon's kinda with him on this one because as strict as Spencer can be, he usually isn't this uptight with the ones that are friendly from the start. Jon says as much, and Spencer sighs and rubs his forehead. "Look. I just. I don't like blue boxes, alright?" he says. "It's just... something someone told me about, once. And I don't like them." He glances up at Ryan, who's still fiddling with the phone. "Ryan, can you leave off on that and put some sort of lock on the door? One that'll let us in, but not him? Something that can be taken off again." Ryan shrugs and nods, moving from the phone to the door. He knows when not to argue with Spencer about things, knows that this is one of those times.

The other three haul the man back to Belinda while Ryan fiddles with the lock on the box. Normally Spencer wouldn't want to bring a stranger inside Belinda, but, well. Normally they aren't in the middle of nowhere in the dead of winter. He does have some standards. Once in the car, Jon and Brendon escape to the kitchen, leaving Spencer to keep guard like some sort of peevish mother hen.

"So," Jon says as he turns the stove back on and puts a pot of half-cooked noodles back on a burner, "any idea what his issue with blue boxes is?"

"Your guess is as good as mine," Brendon says with a sigh. "It's the first time I've ever heard of it, and no, I am not going to try and rummage through his mind, so you just stop giving me that look, Jonny Walker. He's onto when I do that – he always starts showing thinking about you during sex, and much as I like you, that's not something I ever needed to see, ick." Well, at least not secondhand like that, Brendon mentally amends, but he thinks it very, very quietly because he likes life, and he doesn't want to lose his any time soon. Spencer can be a wee bit possessive, sometimes.

The stranger wakes up while they're eating dinner, and at first Brendon figures Spencer set the stun stick to a lower setting than usual, but then he sees how rigid Spencer's gone and he remembers Ryan's constant warning that there's every chance they'll one day find a species that isn't really affected by the stun stick. They all freeze when the guy sits up and groans, only they don't, because they're all simultaneously reaching for their phones. It's an automatic reflex, really. Brendon, ever the diplomat, clears his throat and speaks. "Hey. Look, we're sorry about the sudden knock out and everything, but you'll have to excuse us if we're a bit shoot now ask questions later at the moment. A giant crab tried to eat Jon a few days ago, and Spencer tends to be a bit twitchy after that kind of thing happens."

"Wow," says the man, shaking his head several times as if to clear it. "That's some doozy of a stunner you've got there. What is it? An Isher 500?" He smiles at them, and Brendon finds himself smiling back. He's relieved to see that he's not the only one – Jon smiles too, and even Ryan's lips twitch slightly.

Ryan flushes slightly and ducks his head. "No, um. I made them."

"Really? I'd shake your hand, only I seem to be a bit tied up at the moment," the man says. Ryan gulps and mutters something about how he's glad at least the restraints are working properly. Ryan doesn't like to make weapons and things, most of their gear is either defensive or relatively harmless, but that doesn't mean he's necessarily pleased when his stuff doesn't work the way it's supposed to. "So, who are you lot, then? I'd guess you were locals who're a bit upset about my trespassing or somesuch, only normally the locals around here don't go about with sophisticated stunning devices."

"Who we are isn't the important thing here," Spencer snaps, and the rest of Panic! jumps slightly in their seats, because yeah, they're used to Spencer being bitchy at times, but this. This is a bit intense even for him. Brendon shrinks slightly in his seat even though Spencer isn't directing his glare anywhere in Brendon's direction. Spencer can be scary when he's glaring. Hell, Spencer can be scary, period. "The important thing here," Spencer says slowly, obviously choosing his words carefully, "is whether you're the Doctor or not."

The man's attention sharpens, and though the smile doesn't drop from his face, his eyes narrow slightly. "I might be called that sometimes," he concedes.

Spencer nods. "I thought you might. Sarah Jane said you liked to travel in a blue box."

Now it's Ryan's turn to suddenly look interested, his head whipping around as he stares at Spencer. "Sarah Jane? What's she got to do with this? Spencer..."

The man perks up. "Sarah Jane Smith? Good old Sarah Jane. Do you know her, then? A fine, upstanding woman! Though, I can't think much of the company she's keeping if this is how they treat their guests."

"She's our cousin," Spencer says at the same time that Ryan blurts out, "She's my mother."

Spencer glares at Ryan. "Ryan, fuck. She's not your mother. God, I can't believe Dad never bothered explaining that to you."

Ryan returns glare for glare, and Brendon maybe surreptitiously sneaks around the table to hide behind Jon. Usually behind Jon is a good place to be when Spencer and Ryan go at each other's throats. "She could be my mother," Ryan grumbles.

"No, Ryan. She really couldn't be," Spencer says with a sigh, rubbing his face. He suddenly feels sick to his stomach, and he pushes his plate away, unable to bear the sight of food at the moment. To the man – the Doctor – he says, almost conversationally, "Sorry about the restraints – couldn't be sure whether Sarah Jane'd spoken to you or not, and I wanted a chance to explain things to you before you tried anything." He stands, walks over, and releases the bindings on the man's feet, then helps him up. "You and I have business together, Doctor."

"Spencer, what—" Brendon begins, but Spencer shakes his head and takes the Doctor into Brent's bedroom, which is currently acting as their practice space while Brent's away at school. The door closes with a click, and Brendon and Jon both turn to look at Ryan with wide eyes.

"What?" Ryan snaps. "I don't know anything more than you do."

"Nothing," Jon says, and he starts clearing up the table. Brendon shakes his head, glances at Ryan, and suddenly flees into their room. Ryan's left feeling even more confused than before and sighs. Sometimes he just doesn't get people.

In the room he shares with Ryan, Brendon's dug Ryan's watch out of the nightstand and is curled up under the covers, cuddling it to his chest. He's not sure about what's exactly going on, but he has a pretty good idea that it has something to do with Ryan, and he's too antsy to ask Ryan to cuddle right now, so he's doing the next best thing. It sings softly to him in his mind, and Brendon croons back as reassuringly as he can.

In Brent's room, Spencer feels like he's having a minor breakdown. Or like he should be having one, but he can't because he's too wound up. "So," the Doctor says, glancing around the room, at the dismantled bed shoved up against the wall, the amps, Brendon's keyboard, Spencer's kit. The little, blue toy piano with its eight rainbow colored keys. "So, what can I do for you, Spencer?"

Spencer gulps and rubs the palms of his hands against his jeans. He doesn't want to say this, but. Doesn't need to say this, only. Ryan. He owes it to Ryan. "Sarah Jane," he starts, the stops, taking another deep, shuddering breath. He wishes Jon could be here right now, but Jon isn't a part of this, so. "When I was five, Sarah Jane left something with us, my family, for you."

The Doctor frowns, lifts his bound hands, taps his chin. "Oh?"

Spencer squeezes his eyes shut, opens them again, and nods. A quick, sharp movement. "It's. It's my brother," he says in a rush. "Ryan. He's. He has a."

The smile the Doctor gives Spencer is a kind one, a friendly one, and oh god, it's really hard to hate him when he smiles like that, but this is the man who's going to ruin Spencer's life, and Spencer absolutely refuses to like him, to trust him. "Is there something something wrong with Ryan? I'm sorry, Spencer, I'm really not that kind of doctor."

"There's nothing wrong with Ryan," Spencer snaps, hackles rising. He sighs, forces himself to relax. Being angry isn't going to help him here. Being angry will just make him miss things, make stupid mistakes. "Sorry. No. It's. That's what she left for you. Sarah Jane, I mean. Ryan." And then, then because it's been seventeen years, seventeen years of keeping it all bottled up inside, of stressing and worrying and babysitting and doing everything he possibly could to make sure no one ever noticed, no one ever asked, no one every even wondered, it all comes pouring out at once. "She left Ryan for you, because she couldn't really be a single parent, and he was just a little kid, and she knew Dad would kinda understand, and she figured it would be easier for Ryan to adjust, because I was there and we were about the same age, and we figured, we figured it would all be okay, he seemed normal enough. Only then, only then he started... started fixing things, making things. Learning."

Spencer starts pacing, trying to explain, to not sound like an idiot or a psycho or anything. At the same time, he's trying to make this man understand that Ryan's a person. A person with a family and friends and a life and the Doctor, the Doctor has no right to take that away, no matter what Sarah Jane thinks. "He can learn a new language in two months and speak it like a native. He can– You were complimenting him on the stun sticks. They're nothing, he was just bored and fooling around in the car one day and decided to make those; they used to be flashlights. He can make a phone out of a handful of crap he's bought at a cheap store, he built an engine that runs on vegetables when we were fifteen. He created an entire pocket dimension when he was trying to fix a coffee maker. It's just..." He shakes his head. He knows Ryan's a genius, everyone says so, even Andy. It always gets Spencer that Andy says it too, because Andy, well. Andy knows things about the universe.

"And it's not just machines," Spencer says, words coming quickly, running into each other in their hurry to escape, to get out, to break free. "It's words too. Words and music and. And he writes these songs, and they're nearly perfect and heartbreaking and wonderful and just. He doesn't realize how special it is, any of it, how strange or weird or unusual and that's fine, that's a part of who he is, but. But it isn't." Spencer can't say it, can't say, It isn't who he really is, because he doesn't want to believe that, doesn't want to believe that Ryan is anyone, anything other than his amazing baby brother.

The Doctor looks confused, like he really doesn't understand what Spencer's telling him, though he's trying hard to understand. "He sounds like a bright kid; you must be very proud of him," he says encouragingly. "I'm sorry, Spencer, I really don't know what Sarah Jane was thinking, leaving her little boy with your family and saying he's for me."

Spencer makes a disgusted noise and growls. "God, he's not Sarah Jane's kid, why does everyone always think that? She found him. She found him wandering around, lost and confused and probably no more than five years old, with nothing on him but the clothes on his back and a broken pocket watch in his hand and not speaking a lick of English or any other language she'd ever heard on Earth. She left him with us because she thought it would be safer, he'd be less likely to be noticed, and maybe she was a little scared of him too, I don't know. It's just. She said you'd know what to do about him, that we – my parents, my sisters, me – we should look after him, and love him, and raise him and if you ever turned up, we should hand him over to you, only–" and here's the thing, here's the part that's important, the part that this man, this Doctor, has to understand, even if he doesn't understand anything else Spencer's said, "–only I'm not letting you take him, not unless he wants you to, and then you aren't taking him, understand? He's going with you voluntarily, because fuck, he may be weird, and awkward, and dreamy, and maybe not even human, but he's still my brother. He's still my friend."

Sometime during Spencer's rant, the smile finally – finally – dropped off the Doctor's face, and now he's staring at Spencer with a sort of blank expression. "You said he had a watch," the Doctor says, and. And the look on his face, it's the same one Spencer's seen on Ryan's sometimes – distant, out of focus, not really there. Looking as if from very far away, like there's a great, unimaginable distance between him and Spencer, not just a few short feet. "With... a sort of fob attached to it? Old fashioned?"

Spencer nods, a short, quick jerk of his head and he. He suddenly feels badly for the man in front of him, because in all the time Spencer's dreaded this day, dreaded this happening because Ryan was his whole world for so long, before Brendon and Jon and the band, in all that time he's never stopped to consider that there might be someone else out there who needs Ryan just as much as he does. And, at the same time, it's not much of a surprise at all, because it's Ryan. It's Ryan and much as Spencer loves Jon (and god he loves Jon, he still can't believe it took him so long to realize it), in some ways Ryan's still the most important person in Spencer's life, because, well. Ryan's amazing.

"Brendon. Brendon said it sings sometimes. The watch, I mean," Spencer says, voice slightly broken.

"Brendon... He's the chatty one? With the glasses?" The Doctor sounds vague, distracted, and he's moved away from the wall, started walking towards Spencer and the door with an air of purpose to his stride.

"Yeah, that's him."

The Doctor nods, says, "Yes. Yes, he would hear it," and reaches for the knob on the door. Spencer's not surprised to see he's no longer wearing the manacles Brendon put on him earlier. Pausing in the doorway, the Doctor turns back slightly. "I have to talk to him. You understand that, right, Spencer? I have to. If there's another..." He trails off, and Spencer can't tell if it's hope or fear he sees in the other man's eyes. Maybe it's both.

They find Ryan and Jon in the common room, playing Guitar Hero and both of them failing spectacularly, though neither one seems to really notice, they're both so distracted. "Where's Brendon?" Spencer asks as he pushes past the Doctor and squeezes between Jon and the armrest. Jon puts an arm around Spencer's shoulders, and Spencer presses his face into Jon's hair, inhaling deeply. It helps, but Spencer still can't relax, is still all nerves.

"In our room. He had a freakout or something, and. He's in our room," Ryan says, setting down the controller and giving up all pretense of even trying to play the game. "Did you work things out?" he asks, glancing between Spencer and the Doctor.

"I need to talk to you, Ryan," the Doctor says, and Spencer wonders how can he sound so calm. "About where you come from. About your family, your parents."

Ryan's head whips around and he stares at Spencer, panic obvious on his face. "Are Mom and Dad—?" he begins, but Spencer just shakes his head, pressing closer to Jon.

"He means your real parents, Ryan. He knows about– about before. Before Sarah Jane found you."

"Probably," the Doctor cautions. "Can't say anything for sure yet, not until I've had look at this watch of yours."

"My watch...?" Ryan sounds a bit confused, and he automatically glances down at the watch on his wrist, silver colored metal with a thin, black leather band. A woman's watch, though he's never seemed to mind that. Stacey gave it to him when he turned eighteen. ("Now that you're an adult," she'd said, "you have to actually pay attention to time," and Ryan hadn't really understood, because he'd always paid attention to time.)

"Not that one," the Doctor says, and Spencer says, "The broken one, Ryan. The one you haven't fixed."

Ryan frowns and his eyes lose their focus for a moment. "That old thing? But that's ancient and broken, Spencer. It doesn't work." Jon raises his eyebrows in surprise at this, and Spencer can understand why, because usually if something's broken then Ryan's right there, fiddling with it, trying to fix it, to make it work again. It's part of who he is. That he hasn't fixed the pocket watch is unusual to say the least.

"You have it with you, right?" Spencer asks.

"Yeah, it's in the nightstand." It doesn't work, and Ryan dislikes being around broken things unless he's fixing them, but. He feels weird when the watch is too far away. When he isn't sure of where it is. He likes it handy. "I'll go get it," he says, standing and leaving.

The Doctor wanders around the room as they wait, almost unable to keep still. "He seems like a nice kid," he says conversationally to the room at large.

Spencer doesn't really feel like talking, so it's Jon who replies. "He is. A bit odd, but he's brilliant, and he really cares about things." Sometimes Jon thinks that Ryan's problem might be that he cares too much, doesn't know when to stop caring.

Passing the doors – small things that're just three feet high and stand two, two-and-half feet above the floor – the Doctor pauses and pushes one of the curtains aside, looking out at the snow covered countryside. "We're in your car?" he asks with surprise when he notices the tire tracks that lead right up to the doors.

"Dimensional pocket," Spencer mumbles. "Ryan accidentally attached it to the back doors of the car, so now it's—"

"—bigger on the inside than it is on the outside," the Doctor finishes, and it sounds like he's quoting something, though Spencer doesn't know what. Ryan would know, he reads so much. "You live in here? What are you four, then, a band?" the Doctor asks, perhaps because he remembers the instruments in the other room.

Something slips in Spencer's stomach and he wishes Ryan had heard that, because hardly anyone outside their small group calls them a band anymore. "Yeah," Spencer says, and he lifts his head to smile at the Doctor. "Yeah, we're a band. But we're on hiatus at the moment. Until our bassist finishes college." Which is only another five months away and fuck, what will they do if Ryan's not there anymore? Spencer pushes the thought away, refuses to think about it. "We tried just living in one place a couple years back – got a cabin in the mountains and everything, managed to stick it out for three months, but it was boring, so. We mostly stick to traveling."

Ryan comes back with his watch. Or rather, he comes back with Brendon, who's clutching the watch to his chest, refusing to hand it over. "Come on, Brendon," Ryan says, "just give it over. It's not even yours."

Brendon stops, ignores Ryan, jerks his head around to glare at the Doctor. "You can't have it," he hisses, and the rest of Panic! stares, because this isn't the annoyed chipmunk Brendon they're used to seeing when he's angry. This is... something else. Spencer presses closer to Jon, can feel Jon's arm tighten around him. "You can't have it," Brendon repeats. "It's Ryan's and I don't know where you get off, thinking you can just show up out of nowhere with your fucking blue box and freak out Spencer so much that he has to cling to Jon like that, but you can't have the watch, you can't have Ryan."

"Brendon," the Doctor says calmly as he crosses the room, cautiously approaches Brendon, "I just want to look at it. I'm not going to take it." Probably, the Doctor adds silently to himself behind his shields. Because if he finds it's the Master again (and he hopes it isn't, hopes he's really seen the last of him this time), there's nothing he won't do to keep that watch away from Ryan.

Brendon suddenly tears up, collapsing backwards against Ryan, who looks confused but catches him anyway. "You better not," Brendon hiccups. "It's just scared and lost, it just wants love." He doesn't hand the watch over, but his grip loosens enough that the Doctor can gently take it form him.

The Doctor's face is blank as he turns the watch over, looks at it. Takes out a pair of glasses and puts them on, studies the designs on the case. Finally, after what seems like hours to Spencer, though it's probably just been a few minutes, the Doctor speaks. "I came from a planet called Gallifrey, some two-hundred and fifty million light years from here," he says, voice calm, even. He's telling us a story, Spencer thinks, and a part of him asks why the word "came"? Shouldn't it be "come"? but he pushes the thought away. "On Gallifrey there were those of my people who were called Time Lords because they – we – had mastered the complexities of travel through time as well as space. For thousands of years we went all over this universe and others, between planets, between dimensions, between times. Sworn only to observe, never interfere. Some of us," he admits with a guilty but unrepentant look, "weren't so good at the last bit. Still aren't, I suppose. Am not."

He pauses, thinks for a moment, and clears his throat. "Anyway. This all went on for quite some time, and then there was a conflict. The last great Time War, between my people and another, the Daleks, a race bent on the destruction of everyone but themselves. The fighting stretched across space, spanned across time, going into both the past and the future, involving generations of different peoples from all over. Many died on both sides, as well as many who weren't even involved but were caught up in the chaos nonetheless. Entire civilizations, entire planets were destroyed, Gallifrey included. Wholesale slaughter and extinction, and though the Daleks were among those... exterminated... so were my people. All except for me."

The Doctor falls silent, staring down at Ryan's watch in his hands, oblivious to the world around him, to Jon and Spencer curled around each other on the couch. To Brendon and Ryan pressed against them, having sat down when the Doctor began speaking. Jon and Spencer and Ryan all have at least one arm around Brendon, who's just this side of hyperventilating, his eyes wide and full of shock and horror, and Spencer doesn't doubt that the Doctor accidentally dropped his shields while he was speaking. Brendon's not very good at filtering, never has been, and it's likely that he's just experienced each monstrosity the Doctor described as he recalled it. Spencer pulls Brendon closer and with him, Ryan. They all wait in silence for someone to speak, though Spencer has no idea what any of them can say – "Sorry about the genocide of your species, that must've really sucked," just doesn't seem appropriate.

Finally, Brendon straightens, pushes his glasses up, and asks, "What has any of that got to do with Ryan's watch? It's just one little watch, it's not like it can hold everything you lost inside it." He pauses, hesitates. "...can it?"

Laughing, the Doctor shakes his head. It's a sad, mocking laugh, though it's clear it's himself he's mocking, not Brendon. "No, not everything. But. A year ago, a few months ago, I found I wasn't the only Time Lord left after all. An adversary of mine, who calls – called – himself the Master, had managed to survive the chaos by disguising himself self using a device called a chameleon arch. The arch rewrote his DNA, hid his memories, made him into a human. When he regained his memories and everything else that had been hidden, the results were... well. Rather unpleasant to say the least. "

Brendon thinks he sees where this is all going, though a glance at the others shows him that they're still pretty much clueless. "He's not an alien," Brendon says suddenly, fiercely. "He's not. He's just. Just not complete. It's not the same at all."

"...Brendon?" Ryan asks, pulling back some to give him a questioning look. "What are you going on about?"

"When a chameleon arch takes out memories, takes out the essence of a Time Lord, it stores them in a fob watch with a perception filter around it so that people won't notice it. The perception filter is weak, though, it doesn't work on people who know what the watch actually is," the Doctor's eyes flick to Spencer, "or on people with telepathic abilities," and he glances at Brendon. "The chameleon arch isn't always able to hide all of a Time Lord's true nature, of course. Sometimes memories slip through, or abilities. Even when he was completely ignorant of his Gallifreyan side, the Master was able to construct truly amazing things, things that most humans would never even dream of."

Stepping forward, the Doctor hands the watch back to Brendon, who immediately cuddles it close to his chest, whispering soft, soothing nonsense to it. "All this said," the Doctor concludes, turning to look at Ryan, "I have good reason to believe you to be Time Lord, Ryan."

[ UNIT finally catches up with them: ]

The second time Spencer Smith meets Martha Jones (which is really the first time, only not), she's working for UNIT. She comes across the report that was made (as per regulation, and not for any other real reason) when some kids called in and asked UNIT to, "Look after the U.S. for us for a bit, will you? We're going on vacation and we'd rather not come back to find that it's all been fucked up by an alien invasion or something. Thanks!" It's been a while, but she recognizes the name of the caller in the report, and it catches her interest, because between saving the world and the death of the Master, she never did get around to telling the Doctor about the Smiths. She decides that maybe it's about time she checked in on them, and UNIT lets her look into it because she came so highly recommended and all. Never mind that they all think it's just a bunch of kids who've done too much pot.

She borrows some gadgetry from Torchwood Three (because Cardiff always has the best stuff – Jack is maybe surreptitiously making sure that UNIT only learns about the peaceful-type things, like mouth organs and toenail clippers and such), and after fiddling with it a bit, she manages to track Black Belinda down to somewhere in southeast Minnesota. There're only so many vehicles in the world that put out those kinds of energy readings, after all (the buses that Ryan's fixed up for Pete throw Martha for a loop at first, until she fine-tunes her gadgetry a bit more).

Martha figures she'll corner the boys in some nice, neutral-ish public place since they're likely to be jumpy around her, particularly since (and she has to keep reminding herself of this; time travel is never so confusing as when it involves paradoxes) they've never met her and they have absolutely no idea who she is. It's with all this in mind that she cautiously approaches them in a restaurant, so it's understandable that she's a bit taken aback when the one in specs (she can't remember if she ever met him last time) looks straight at her and says, "Hey, Martha Jones." He smiles brilliantly, and despite being absolutely and utterly confused, Martha finds herself smiling back.

"Er, hello?" Martha says a bit nervously when she stops next to their table. "Sorry to intrude, but I'm—"

"—from UNIT and you want to know about the message we left a couple years back," Brendon finishes smoothly, still grinning cheekily.

Jon rolls his eyes and kicks him under the table. "Stop scaring the lady, Urie."

This is an unfair assessment in Martha's opinion, because she's not scared, she's just confused. And even the confusion doesn't last for very long once she takes the time to sort things out. "You'd be Brendon," she says, looking Glasses up and down. "The psychic one. Spencer told me about you." She smiles sweetly at Spencer and slides into the booth next to Brendon.

The boys all gape at her with the exception of Spencer, who just narrows his eyes and glares. "I've never met you before in my entire life," he snaps, clearly suspicious and on edge.

"You haven't," Martha agrees, "but I have."

Everyone starts speaking at once after this announcement, and it takes Spencer glaring to settle down the other guys enough so that Martha can explain about paradoxes, non-existant timestreams, and parallel timelines. Brendon interrupts a time or two, expanding on points when it becomes clear to him that one or more of his friends doesn't quite understand what Martha's just said. She finds it both helpful and annoying, not to mention rude and intrusive, because really – he's clearly plucking that information straight from her mind, and it has to be against some psychic code of conduct for him to nose about in her head without her permission.

"I'm not poking my nose into your head," Brendon says as soon as she thinks this, breaking off from explaining something to Ryan. "You're just thinking really loudly is all. I'm pretty weak at filtering people who're close by, sorry." He grimaces slightly. "Anyway, we already know most of this stuff about the year that never was. What're you doing here? We don't need UNIT to look after stuff anymore, the vacation thing was a wash."

"Actually," Martha says with a relieved smile, "while I do work for UNIT, that's not why I'm here. I just wanted to check and see how things were with Ryan and his watch." Ryan immediately tenses up and curls into Brendon, who wraps an arm around him and buries his face in Ryan's hair, whispering soft, inaudible things. Across from Martha, Spencer somehow manages to relax while at the same time becoming more alert, and Jon reaches over to take his hand, squeezing lightly.

"It's just a watch," Spencer says, but his eyes are bright and calculating, and Martha can tell that he's trying to gauge how much she knows. He pulls his hand free of Jon's and reaches across the table to grab Ryan's wrist, tugging on his arm until the slender watch on his wrist is visible. "It isn't special or anything. Our sister gave it to him for his birthday."

Martha sighs and shakes her head. "Not that one," she says, "the broken one. The fob watch."

Brendon's head snaps up and he gives Martha a positively scathing look. "You can't have that," he hisses, eyes dark and dangerous. "That's Ryan's and he's not to give it to anyone, the Doctor said not to give it to anyone, and I don't care if the idiots at UNIT want to poke and prod at it, there's no way in hell I'm letting you anywhere near it."

Uncurling slightly, Ryan frowns. "Brendon, it's not..." he begins, but he clearly doesn't know how to finish, and he ends up just sighing and shaking his head.

For her part, Martha if feeling horribly relieved. "Oh, so you've spoken to the Doctor about it?" she asks. "That's good. That's, that's positively smashing, actually." And it is, really, because the Doctor will have taken care of everything, which means that she's spent the last few months worrying over nothing.

Spencer shrugs. "We crossed paths a little after New Year's," he explains. He releases Ryan's arm and his brother quickly withdraws it, tucking himself up close against Brendon once more. "He looked over the watch, explained it, tested it out."

"You know what it is, then?"

"It's a bit of Ryan," Brendon says quietly. "Just a little bit that's been hidden away. It's not... The Doctor, he opened it up in his ship, in the TARDIS, and he listened to it, and he says it's safe to open, if Ryan ever wants to."

"I'm not going to," Ryan says suddenly, harshly. "I don't want it, I don't need it. I'm not–" He breaks off and shakes his head.

"You're not going to open it?" Martha asks tentatively. "There's a part of you inside of it – wouldn't you like to feel whole?"

"I don't need anything that's inside of it," Ryan says calmly, voice full of conviction as he lifts his head to meet her eyes. "I'm already complete."

[ Ryan finds his way home: ]

When the Doctor checks out the watch, he tells them that, near as he can figure, Ryan was just some little kid, and his parents were probably Time Lords who went and used the chameleon arch on him to disguise him, them stuck him on Earth for safe-keeping during the Time War, planning on coming back for him later (obviously, things did not work out quite as planned there). So, it's okay to open it, but doing that is completely Ryan's decision, and he's not going to force him to do it or anything.

Before going on his merry way, the Doctor gives Ryan a crash-course on Gallifreyan physiology just in case he does end up opening the watch. Ryan complains, makes like he doesn't need anyone looking after him, god, but right before the Doctor is about to go, Ryan catches his arm and asks, "...I can call you if I have any questions, right?" Which surprises the Doctor because a) he has no phone, and b) even if he did have a phone, he hasn't given the number to Ryan. He points these two things out to Ryan, who just shrugs and is all, "I fixed the phone on your box. I don't need a number for that, just the frequency, which I already know since I set it."

"Impossible!" scoffs the Doctor. Then Ryan sighs, takes out his phone, presses a few buttons and the TARDIS phone rings. The Doctor is suitably impressed, and before he leaves he promises to come check up on Ryan sometimes.

For a while after meeting with the Doctor, Ryan doesn't don't do anything about the watch. He tells the others, "I think the Doctor was right, and I wasn't very old when it happened. I mean... I was really young when Sarah Jane found me, and I didn't even know English, she said. I don't remember anything before coming to live with Mom and Dad and Spencer. If that's the case, maybe there aren't any memories inside the watch, just the Gallifreyan me. Maybe it doesn't matter if I never get that back."

At least, that's what he tells Brent over the phone when the guys on the road call and tell the band's absent member about Ryan's apparent extraterrestrial origins. Brent, strangely enough, doesn't seem the least bit surprised by this news. "Well, yes. Of course Ryan is an alien – I thought we established that ages ago?" he says over the speaker phone in a bored tone and honestly, Jon feels like he could punch the air, because he's not the only one who notices that there are serious communication problems in this band. "Anyway, there is no fucking way you're opening that watch and going all alien without me there, Ryan Smith," Brent says firmly.

Ryan frowns and shakes his head. "I'm not going to open it. I. Why would I want to? I don't need it. I don't need what's inside."

Brent sighs, and Ryan winces a little, because that's the sigh Brent makes when he's really sorry, but it's his duty to let Ryan (or Brendon, or Spencer, or sometimes even Jon) know that they're doing something really stupid. "Ryan. You have a watch that can turn you into an alien. There is no way you get something like that and then don't use it. It's just not how the world works – the mysterious item is always opened, either unintentionally, or in a time of great need, or because you can't contain your curiosity or something."

It turns out that Brent is right about this, just as he is so often right about things in general when he makes definite pronouncements. That's the annoying thing about Brent's thing – it makes him eerily perceptive of human nature in general. Though it's not Brent who convinces Ryan to open the watch in the end, but rather Brendon. He insists on it because the bit of Ryan inside the watch is so lonely and scared, because it's a scared little kid, and it's been forgotten and doesn't know where Mummy or Daddy are. And Brendon doesn't want that child-Ryan to be scared anymore, he wants to be able to give him cuddles. And he can't do that as long as that bit of Ryan stays in the watch. Brendon says that if Ryan really was a young kid when the alien part of him was chopped off and put in the watch, then Ryan is more Ryan than he is the person in the watch, so he's sure that Ryan will still be Ryan in the end, just Ryan plus a bit.

"You really think I should do this, then?" Ryan asks, a queer look on his face when he glances from the watch to Brendon, to Spencer and Jon and Brent.

Brendon nods seriously. "There's a lost and scared little boy in that watch, Ryan Smith. He misses his parents, and his friends, and he misses the bit of him that's missing. And it's. I've been listening to him for the past five years, Ryan, he just wants to go home."

"But you heard the Doctor," Ryan says desperately, and Spencer can see that Ryan wants Brendon to tell him not to do it, to forbid him from ever opening the watch. It's... weird, though. Because it doesn't seem to Spencer like he's really seeing any of this. He's detached and removed, and he's numb inside, can't even feel Jon, though Spencer knows Jon's standing right behind him. "He said his world's gone, that Gallifrey's gone."

"Gallifrey's not that little boy's home, Ryan," Spencer says quietly, sure of this even though a large part of him wants to to yell and shout and kick up a fuss and tell Ryan not to do it, not to open it. He can't lose Ryan, he can't lose him, can't let him change or disappear or be rewritten. But he also can't let Ryan spend the rest of his life frustrated and incomplete, he wouldn't be a responsible older brother if he did. Spencer forces a smile and presses his palm to Ryan's chest, just a little off-center. "You are."

Ryan doesn't know what to say to that. He bites his lip and looks down. Down at the watch, down at where Spencer's hand is pressed against his chest. "If I do this," he starts, his voice hoarse and rough. He stops, swallows, and tries again. "If I do this, you guys have to promise me something."

"What?" Brent asks, tilting his head to the side, curious. Brendon stands beside him, one hand tangled with Brent's because he needs to feel someone right now, needs it. Brendon's not quite touching Ryan, not sure he's allowed to, if it's okay, if this something between Ryan and Spencer, or if it's something for all of them, the whole band. He wishes he'd thought to say something to Ryan before they gathered in the common room to do this, to open the watch once and for all. Wishes he'd said something back when they were still alone in their room and the other guys weren't there, but. It's too late now, and Brendon shifts uncomfortably as he bites his lip, his throat too choked for speech. Brendon pulls on Brent's hand, bringing him closer, needing him closer.

Watching Brendon stand uneasily next to Ryan, it isn't clear to Spencer whether Brendon has complete confidence in Ryan in this, or if he's just bottling it all up, hiding everything he's feeling in a move that's so characteristically not Brendon. Suddenly he feels sick to his stomach and he reaches back behind himself to grab Jon's hand and squeeze it tightly, desperately. Spencer needs some kind of anchor, he feels like he's about to drift away or to drown in all the different emotions that are bubbling up and overwhelming him.

"You can't let me forget," Ryan says, lifting his head. "You can't let me forget any of you." And then he turns his head and leans in and. Presses a quick, gentle kiss to Brendon's lips even as he opens the watch.

Spencer's hand is still pressed against Ryan's chest, but he can feel Jon against his back, and he's trying to concentrate on Jon's heartbeat, on the soft, reassuring nonsense Jon's whispering next to his ear. He watches as the watch opens and gold light shines out, only. It's not so much light as mist. Golden mist spilling out of the watch and wrapping around Ryan, around Brendon and Spencer, Jon and Brent, all of whom are too close to not be included. There are vague shapes in the mist, and Spencer catches the face of a smiling, laughing woman – Ryan's mother, he thinks, because that's Ryan's shy smile, Ryan's laugh – a stern, forbidding man – Ryan's father, and Ryan has his father glare, his father's determination – and other faces, other things, a senseless flurry of half-shapes and ideas, many of them only half-formed because they're the thoughts of a child who barely understood what he was seeing when he thought them.

And it's. It's beautiful. Spencer can't help it, he watches as it all swirls around him and the others, watches and distantly feels the fear and hurt of losing Ryan disappearing and falling away into wonder, because all of this, all the shapes and people – it's all Ryan. Bits and pieces that Spencer never really knew about, but still knows, still finds familiar, because it's still part of what made the Ryan he knows, the Ryan who he grew up with, who he almost knows better than he knows himself, because it's Spencer's brother, it's the boy he's spent his whole life watching and protecting and it's. It's beautiful.

"Listen to the music," Jon says softly against his ear, and Spencer frowns, because it's silent, there is no– And then he hears it.

It fills the room and it's quiet and loud at the same time and Spencer wonders if this is what Brendon's been listening to all these years, if this is what Brendon's been trying to comfort those times that Spencer's found him cuddling the watch and sing soft lullabies to it. And he understands now the reason why Brendon said Ryan had to open the watch, because the music he's hearing is every note that was missing from what Ryan used to scribble out and struggle with back when they still made some pretense of being a band, not just a group of guys saving the world. It's lonely and sad and scared, but it's also full of wonder and astonishment, innocence and joy. Brendon needed Ryan to open the watch, because just like Spencer he'd rather lose Ryan than always see Ryan struggling and only half-complete. "It's the music for Ryan's words," Spencer says quietly, distantly.

Ryan sways and starts to slump, but Spencer's close enough still that he's able to catch him before he can fall all the way down. Catch him and hold him close as he kneels down on the floor, Jon and Brent helping, Brendon tentatively petting Ryan's hair and making soft, reassuring noises, though it's clear that Ryan's unconscious, probably doesn't even realize that any of them are there. Glancing up, Brendon meets Spencer's eyes, and Spencer can see just how lost and confused Brendon is, can see that it's only just now hitting Brendon exactly what he may've pressed Ryan into doing.

"Spencer," Brendon says, his voice full of confusion. "I. Spencer. Ryan, he– he kissed me. I– I love him, Spencer." Brendon squeezes his eyes shut, hunches over and rests his forehead against Ryan's, breath coming in short, shuddering gasps, and Spencer knows Brendon's crying. "Oh god, what've I done?" Brendon whispers harshly. "Dammit, Ryan," he whispers. "Dammit, why couldn't you've done something sooner? D'you have to always be such a– such a drama queen?"

"Hey," says a soft voice. "Hey, what're you crying for, idiot?" A hand touches Brendon's cheek, and his head jerks up but he can't see anything because his glasses are all smeared with tears and eye gunk and gold dust and oh god, he's got Ryan stuck on his glasses and— "Seriously, stop crying. You look horrible when you cry – you get all red and splotchy and it's just not a good look for you," Ryan says.

"Ryan," Spencer says, and he blinks, surprised at how broken his voice sounds when he speaks. Reaching out, Spencer blindly grabs for Jon's hand again – he let it go in order to catch Ryan earlier, because he wasn't about to let go of Ryan no matter what. His other hand is still twisted in Ryan's shirt front, and Spencer slowly unclenches his fist, smoothing out the fabric before letting his hand settle down again. "Ryan," he says again, "dammit, don't you ever do something like that again, Sebastian Ryan Smith, or else I swear I'll fucking kill you."

"So much brotherly love in this one," Ryan tells Brent, rolling his eyes. Brent smiles and looks relieve, the color starting to return to his face. Spencer hadn't even noticed how pale he'd become until now, he's been so focused on Ryan. "Hey. You all okay? I haven't turned blue or anything, have I?"

"You're not blue, but you do have two heartbeats," Spencer says.

"Oh. Yeah, um. The Doctor said that might be a side effect of turning into an alien," Ryan says sagely. "I also– Oh, wow. Weird. I can hear." He squinches up his face, frowning slightly, head turning towards Brendon. "Is that what it's like for Brendon? All the time? Only louder? The voices and the music and oh, oh god the music, Spencer—"

"What is it?" Jon asks, leaning in, pressing against Spencer's back, trying to see what's happening.

Struggling to sit up, Ryan searches about, trying to find a pen, a pencil, anything. "It finally– The music, it's finally come together, I have to write it down before I lose it again and Spencer never forgives me because then we'll never manage to top MyChem and—"

"Ryan," Spencer says again, and this time his voice is sure and firm when it calls Ryan's attention back to the here, the now. Spencer's apparently recovered from the weirdness of Ryan suddenly having two heartbeats, and now he's back to needing to be in control, in charge. "You're not a megalomaniac bent on world domination or the destruction of the human race, are you?"

"What? No, of course not, Spencer," Ryan says, annoyed. "It's just. Intense. My body feels different, only... it doesn't, not really. Just. I feel me, more? I mean, I feel like... like I'm in tune with myself." He bites his lip, glances nervously at Spencer. "That's not. Weird. Is it?"

Something inside Spencer uncoils, relaxes, and he smiles. This is classic Ryan, classic Ryan asking Spencer if something is weird, if it's strange, if it's different. Classic Ryan not picking up on things, not understanding, depending on Spencer to explain, and Spencer feels like a weight's been lifted from him, because it's clear that no matter what else Ryan is, he's still Spencer's little brother. "Makes sense," Spencer says easily, slipping his hand from Ryan's chest to take his hand and squeeze it reassuringly. "You weren't complete before, you were always a little off. Maybe you didn't all match up correctly – machinery can only do so much, after all. Your body's no longer cobbled together into another shape, so it's only logical that it should be more complete."

Gulping Ryan nods. "It feels like that. And like I suddenly have a lot more, like... Like being able to remember the right word on the first try, without any struggle and I. I think also. The Doctor didn't say anything about telepathy. He didn't mention the music."

Brent grins, bumping Ryan's leg with his knee. "Is it good then? Think you can finally manage to write some songs for us to play that don't suck?"

Ryan hits Brent lightly in the shoulder, scowling. "Quiet, you. I don't see you coming up with anything better." His scowl quickly turns into a smile, an amazing smile not quite like anything Brendon's ever seen on Ryan before and. And Brendon can't quite remember how to breathe. He definitely can't remember how to speak, not that he'd be able to if he could remember, because his throat feels thick, his tongue feels swollen.

Jon says something and Brendon can't hear it because the blood is rushing so loudly in his ears, his heart's pounding so loudly in his throat. He wants to leave, wants to get away, get out of the room, out of the car, but Brendon's legs don't seem to be working, and he can't seem to be able to untangle his hand from Brent's. Brent who's laughing at something Jon said, at something Ryan said. Ryan who doesn't even glance in Brendon's direction, doesn't even seem to notice that Brendon's there even though he kissed Brendon, kissed him on the lips and Brendon's sure he didn't imagine it, didn't make it up, only. Only maybe he did. Maybe it wasn't real. Maybe Ryan remembers everything but that, of course, of course.

Of course.

Yanking his hand free from Brent's finally, Brendon grabs up the watch from where it's fallen on the floor, forgotten. He grabs it up and springs to his feet, dashing to the car doors and scrambling outside. In his mind he chants to himself, focuses on his own words, his mental voice – of course of course of course – and clutches the watch to his chest. It's quiet for the first time ever. Silent, with nothing to say, nothing to add because it's empty now, empty and useless and he's lost the one part of Ryan he ever had, the one part that actually needed him, because Brendon was the only one that could hear, the only one that could speak to it. But now Ryan has it back and Ryan doesn't need Brendon, doesn't remember him. Doesn't notice him.

Brendon staggers to a stop, leaning against a tree, panting. If he squints, he can see the hearse in the distance on the other side of the park where the parking lot is. They're in San Francisco, and even though it's late May, it's still chilly enough that Brendon's light T-shirt isn't quite enough to keep him warm. He shivers, but it's more an unconscious, automatic reflex than because he actually feels the chill.

The watch is a heavy weight in his hand, and Brendon stares down at the face of it. It looks old-fashioned and well-loved, a little out of place next to the newer, sleeker case with its strange, intricate designs. To Brendon's eyes, it looks like Ryan. A little forgotten, a little ignored, a little out of place, but also horribly intricate and amazing and wonderful and. He misses the sound of it, the soft, quiet chatter of a scared-eager-curious-lost little boy. The lonely singing. Brendon always knew he wouldn't get that little boy, and he never really wanted him, he just wanted Ryan. Ryan who's so much more, so much better than that little boy even if he's really just the same person. Brendon has always known this, but it still hurts, and he needs a some time to adjust, to get used it all over again. He knew when he pressured Ryan into opening the watch that he would have to do this, have to cope with this, and Brendon was prepared for it, prepared for all of it, except.

Except for Ryan kissing him. Except for Ryan ignoring him, refusing to look at him.

Closing the watch, Brendon holds it to his chest and begins to talk softly to it. Talk, not sing, because now that there's nothing inside the watch to listen there's no point in singing. "I'm afraid," he whispers. "I'm afraid I did the wrong thing, that I've lost him." In his head, he remembers all the songs he used to sing to the watch, show tunes and lullabies, silly songs he invented just for fun, comforting tunes that reassure him when he's nervous or upset, and—

And the music isn't just in his head anymore, it's outside and reaching his ears as as well. Brendon jerks his head up and there's Ryan, first humming, then singing one of Brendon's silly songs. He's just a few yards away, a few feet. Right next to him. Ryan finishes the song and Brendon swallows nervously. "I. Didn't know you knew that one," Brendon says. It's a song Brendon made up when he was six, about bumblebees and butterflies and a boy named Brendon. It makes no sense, and there are far too many bumbumbums in the lyrics, but it's still his favorite song.

"I remember... You used to sing. To me? To the watch. I always liked that song," Ryan says, chewing on his bottom lip and thinking. "I think I liked it because I knew it was about you. Why did you run away?"

Brendon flushes and fumbles with the watch in his hands, shoving it into his pocket a bit guiltily and hoping Ryan won't call him on all the times he sneaked it out of the nightstand and talked to it. "I um. I needed some air," he says with a laugh, shrugging, smiling too hard, acting like nothing is wrong. "It was too stuffy. I couldn't breathe." He still can't breathe, particularly when Ryan leans in like that, leans in and peers at his face. "I'm. I'm fine now," he says, trying to duck away, but Ryan grabs his wrists, grabs them and keeps him there.

"Why are you laughing when you aren't happy? Why are you– Did you not want. I thought. Brendon," Ryan says, sounding mournful, sounding confused. "I thought you. With me?" Normally Ryan's so good with words, normally he always knows which ones to say, which ones to employ. If he wants to he can oftentimes cut people down in seconds with just words alone, but right now he can't seem to make any of them behave, can't seem to be able to say what he needs to say. He stares at the ground, worries his lip between his teeth, then surges forward suddenly, pressing his lips against Brendon's, knocking their noses together in a bumbling sort of awkwardness that never happens in movies. "Or no?" Ryan whispers, pulling back, eyes wide and a little scared.

"Oh," Brendon says softly, staring back. "I thought. You'd forgotten."

"Told you not to let me forget."

"Yeah, but. That was the b-band. All of the guys, not just—"

"All of them, but especially you. Is that alright?" Ryan still hasn't let go of Brendon's wrists, but looks about ready to flee any minute now nonetheless.

Smiling nervously, Brendon gives a little nod. "I. Yeah. Yeah, that's definitely alright." He leans in and kisses Ryan for a third time (a fourth time, a fifth time, any number of times because they've done this so many times before without knowing, without realizing it and each time, every time feels like the first time).

"Could never forget you, Brendon Urie," Ryan mumbles against his mouth. "Don't know why anyone would ever want to." And as Brendon leans in again, closes any remaining distance between them, he hears music in his head, haunting and beautiful and finally, finally happy.

[ The Storybook Hour lives happily ever after: ]

After the watch is opened, Ryan and Brendon start writing some really superb music together. The new songs remind Spencer of something he's heard before, and he drudges up the Storybook Hour songs that Brendon reworked when they were younger, showing them to Jon and Brent without mentioning it to either Brendon or Ryan. Brent is a bit unsure at first, seeing as how they're all about little kid stuff, but once Spencer gets him to read some of the books referenced, he starts to see the fabulousness of the songs. The three of them sort of totally gang up on Ryan (and Brendon, but not so much, because Brendon still loves those songs, he just never did anything with them because he respected Ryan's wish to keep them private and all) and tell him that they're going to be playing those now.

They let him start to recover from that bombshell before dropping the next one. Which is, namely, that Brendon will be the one singing them. And that neither Brendon nor Ryan have any say in this. Ryan cries mutiny, but no one really listens to him, because they're too busy listening to Brendon sing. After a little while, Ryan shuts up and listens too, and remembers that really, he kinda began to fall in love with Brendon when he was sixteen and Brendon was singing stupid Disney songs. And now Brendon's singing these songs Ryan wrote when he was even younger than that, but they're songs that are still very much Ryan – songs about dreams, wishes, impossible things, secret identities, and most importantly of all, happiness. Things working out right.

"I... Alright," Ryan says finally when Brendon finishes, ducks his head, and smiles at him. "Alright. But you're not singing any of the sad songs." Brendon nods and agrees, because he's always respected Ryan's demands as a lyricist, always.

As it turns out, it's not much of a problem at all, because Ryan's not writing sad songs anymore, not really. And anyway, he's found that Brendon can sing pretty much anything and still give Ryan that wonderful, amazing, fabulous smile afterwards. He's pretty much willing to let Brendon sing whatever he likes as long as he keeps smiling at Ryan like that.

Pete stops by one day to ask (beg) Ryan to build a few more vegetarian engines for him when he hears them practicing, and he just stands there, staring, mouth hanging open. It's not until after they've finished the song that they notice him standing in the doorway of the practice room Ryan added to Belinda's dimensional pocket once the Doctor showed him how to expand the space. They start to greet him, but he cuts them off before anyone else can say anything else. "Damn, why the hell haven't I signed you guys before?"

Spencer mutters a vicious slur against MyChem under his breath (more because that's what he always does when the subject of Panic! going professional as a band ever comes up than because he still holds a grudge against Bob or the rest of MyChem), and Ryan shrugs. "We're kinda in the middle of changing things around some. We're not really the same band we were when we started." It's completely true. Brent's on the road with them all the time now that he's graduated, and he's saved the band from having to choose one bassist over another by volunteering to play rhythm guitar. They're a five-person band now instead of a four-person one, they're playing completely different music, and they're all a lot more sure of who they are and what they're doing. All of this shows when they play.

They sign with Decaydance, and the way Pete acts, it's almost as if they're the ones doing him a favor. There's some dispute over the band's name, because, well. Pete says it'll just confuse people if they're called Panic! At the Disco but they're singing about Alice in Wonderland. "It wouldn't be so much of an issue if people didn't associate disco with a kind of music," Pete says apologetically, "but they do, so it'll just end up being confusing, really."

They don't know what to say to that, because they've been Panic! for years and years, and that's just who they are, even Jon, now. Finally, Brendon pipes up. "Well. We're really two groups, aren't we? We're a band, and then we're some guys who save the world from aliens. And Panic! was always both of them, but now we're not really playing Panic!'s music anymore, so... So Panic! is really who we are when we save the world, not when we play music. And..." He bites his lip, obviously nervous about what he's going to say next, but Ryan squeezes his hand reassuringly, and that's all he needs, really. "And the music we're playing now, that's really part of another band, so we're really The Storybook Hour, now."

"...making 'The' part of the name this time?" Ryan says thoughtfully. "I like it. It's not quite the same name, but it's not quite the same band either," and the other guys nod in agreement.

"It's a good name," Pete says, and when they sign, that's what they are, The Storybook Hour. Brendon was really worried that Ryan would hate it, because it's a reminder of the band that didn't make it, but it turns out that Ryan loves it, because it's like Brendon's somehow brought the original band back to life. And that's totally how he sees it, that it's Brendon who does it – Brendon's voice, Brendon's new version of the songs, Brendon's name. But then, Ryan's pretty much felt that Brendon hangs the moon and stars for years now, so really, the only one in the band who's surprised by Ryan's perception of things is Brendon himself.

Things get crazy when Susie runs off at seventeen with some British bombshell she met at work, not even bothering to stick around to finish her senior year of high school. The other Smiths (Ryan included) are completely scandalized, and no one saw it coming, except for maybe Brendon, who notices things like that. Ryan and Spencer remember that Brendon notices that kind of stuff, and they descend on him, intent on making his life a living hell, because oh my god, Brendon, she could be DEAD! Brendon hides behind Jon and tells Ryan and Spencer that really, Susie can take care of herself, and he doesn't see what the big problem is and Jon, Jon, Jonny Walker, you'll protect me, right?

Brent calmly says something about how he doesn't see what the Smiths' problem is – Susie's tough, and really, the only thing they have to worry about is the possibility that the media might pick this up and try use it against the band by claiming that they're a bad influence on Our Children Today, just look at what the little sister of two of the members did. Brendon appreciates the fact that Brent is willing to sacrifice his own well-being to help preserve Brendon's, and says as much when Spencer and Ryan turn from Brendon to attack Brent for daring to imply that it's their fault this happened.

Attacking Brent is pretty much always a useless endeavor, however, since he can usually talk the other person out of whatever they're accusing him of. This time he takes advantage of the fact that he's being attacked by two people instead of just one, and after a few choice words Spencer and Ryan are at each other's throats instead of Brent's. Meanwhile, Brent calmly joins Brendon and Jon on the sidelines and puts five bucks on Spencer. Brendon grumbles. "Everyone always bets on Spencer. How come no one ever bets on Ryan? He might win this time, you know – he sometimes does."

"Spencer's sassy and amazing," Jon says simply, as this should explain everything and yeah, it pretty much does. "And you're one to talk – you totally used to bet on Spencer back before you were getting any from Ryan. The only reason you take Ryan's side now is because he threatened to withhold sex if you didn't support him."

Brent promptly claps his hands over his ears. "Shut up, I don't want to know anything about your sex lives."

"He's just jealous because he's not getting laid," Brendon sagely informs Jon. "And 'cause Ryan said Stacey can't come to shows unless she's got cloth covering every bit of her from her neck down, so Brent can't look down her tops anymore."

Jon nods. "Ryan is a wise and concerned older brother. He obviously cares very much for Stacey's well-being. Very important, what with those Smith Hips and all."

"Exactly."

They both ignore Brent's death glare. It's Brent's own fault, really – try to date either Smith girl and you're just asking for her brothers to serve your head up on a platter, and neither Ryan nor Spencer is about to give Brent any leeway just because they happened to be in the same band. Secretly, Brendon thinks Susie had the right idea of it, running off with someone before her brothers' could get wind of it. Granted, she's a bit young to be doing that, and it would've been better if she'd stuck around for the rest of her senior year, but oh well. Spilled milk and all that.

Brent will never be good enough for Stacey because Ryan and Spencer pretty much feel that there is no one awesome enough for either of their sisters, so Brent might as well give up, even if she's got these hips, oh my god. But Stacey's very much like a female version of her oldest brother at times (though she tends to project Ryan's emo quite a bit), and she's not going to let anyone stop her if she really likes a guy, she doesn't care if one of her brothers happens to be a very powerful alien – she is Stacey Smith, she'll fuck you up if need be. Very few people are surprised when Stacey becomes the lead singer/screamer for The Blacksmiths, a hardcore metal chick band. Spencer and Ryan like to talk about the original Storybook Hour around her bandmates, with many mentions of unicorns and rainbows and puppies. They're maybe kinda hoping to persuade her to break out of the metal phase, but it's been going strong for a while now, and they don't really think it's ever going to happen, alas.

Personally, Stacey can't believe she's related to such pansies. Journalists really like to compare the Smith siblings, because wow, their music is so very different! No one really pays any attention to Susie, though, at least they don't until she runs off one Georgiana Pyke, who no one can really get any info on – just that she's British and blonde. No one knows where in Britain she comes from, or where she went to school, or what her family's like, or anything like that. Well, no one except for the Smiths themselves, since not long after she leaves, Susie sends a postcard home to reassure her family that she's fine, Georgie's wonderful, everyone's happy, and she's busy saving the world from evil wizards. The Smiths a bit unsure how much of this is true, since Susie's always been one to exaggerate, but there are aliens out there, so...

Of course, considering the fact that Susie was basically on her way towards being a professional dancer (ballet, line-dancing, tap – Susie's light and quick on her feet, nimble enough to do it all, and everyone expected she'd eventually end up on Broadway), no one's sure exactly how she's managing to take out said evil wizards (or hostile aliens or psychics or whatever they are if they aren't actually wizards). Susie... Well. Susie's just not particularly violent much of at all, though she does still have the Smith mean streak, along with the Hips. Brendon was honestly regretful he had to turn her down her earnest proposal of marriage when she was thirteen, she was so sweet. (She was also, thankfully, very gracious about the whole rejection thing and didn't hold it against him in the least.)

Though, if Susie's honestly fighting evil and saving lives (which seems more and more likely these days – just look at how many bands have taken after the example set by The Storybook Hour back when they were still just Panic!), Spencer and Ryan wish they could meet this Georgie and make sure that she's fit to look after Susie. Brendon tries to reassure them that yeah, she's a very nice girl, but neither of them is really reassured and they just keep worrying. Which, okay, should probably bother Brendon a lot more, only. Only it's really nice to see how worried Ryan gets over Susie, because when he starts freaking out over his sisters and being all protective of them, it's a nice reassurance that he's really just as human as he always was before the watch was opened. Also, it's only a matter of time before Ryan's big brother protective streak shifts into Ryan being overly-protective of Brendon, which is honestly very sweet and cute and oh god, Brendon still can't believe how lucky he is to have Ryan.

Ryan, for his part, doesn't feel he's changed much of at all since regaining the Gallifreyan part of himself, except for how he totally has. It's not just the double heartbeats, or the fact that he can now pick up the surface murmur of people's thoughts sometimes. He doesn't get frustrated as easily, his thought process is more focused, smoother, and he no longer struggles nearly as much as he used to when it comes to matching lyrics to music. At the same time, he no longer feels the need to be able to do everything on his own, is much more open to seeking help from others (Brendon) when he needs it.

And though he should perhaps feel more out of place, more awkward about things now that he knows that he's not human, he actually feels more at ease with himself and his surroundings, less fractured. In truth, he generally forgets about it entirely, because it's not something that matters. What he is doesn't matter – it's who he is that's important.

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