Rocket woke with a gasp of air, eyes wide with fear. His fur clung tightly to him, thick with sweat. His lungs burned from loss of air and his claws dug tightly into his mattress, piercing the sheets. Tears ran down his cheeks, sinking into his fur.

He brought his hands to his face and covered his eyes, a broken sob escaping his lips. Every memory from that forsaken place, every moment he had ever felt pain, had all added up in that single night. And what was worse, the fear continued to linger even after he had woken up.

He looked around his room, suddenly feeling trapped. The walls was closing in and the darkness was beginning to consume him, trapping him away from the real world. He wanted to get away, he needed to get away. He had to get somewhere safe.

Rocket leapt from the bed and rushed out into the corridor outside his room, shutting the door behind him with the control panel. He prayed it would keep the darkness away as he rushed down the hall of the ship. His heart was beating rapidly in his chest and the only thought on his mind was to get away.

He dived for the first hiding he spotted, throwing himself into the cover of a couple of boxes in one of the corner. He pressed himself against the corner and curled up, wrapping his tail around himself. Well there, he allowed himself to feel the pain and let himself cry.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Peter sat up in his bed, staring straight ahead. He wasn't sure why he had woken up. It was the middle of the night, he wasn't thirsty, he didn't need to go to the bathroom and there was no alarm going off. Why the heck was he awake?

The man huffed irritatingly at himself and laid back down, pulling the covers close. He shut his eyes, drew a deep breath and sat back up with his eyes reopened. He looked towards his door, eyes narrowed. He knew he wasn't mistaken.

There was a noise...no, it wasn't a noise. It was more of a soft sound, a very soft sound he didn't hear very often, but one he recognized. It was the sound of sobbing from someone who was in a lot of pain.

Peter left his bed, dressed in a pair of gray sweatpants, and walked up to his door. As he opened it he heard the sobbing more clearly. It was coming from down the hall, more exactly from behind a couple of boxes in the corridor's corner. The sobbing was very soft, as if whoever was crying was trying to hide them.

Peter frowned and walked down the corridor, coming up to the boxes. He went down on one knee to get a more clear view, knowing that only one of them could fit into the small space. And at the same time, only one of them would wake up in the middle of the night and hide from life.

When he finally laid eyes on Rocket, Peter's expression softened. The raccoon was curled up in the corner, his tail wrapped tightly around himself. His small body was shaking and wracked with each sob that escaped his lips. His eyes were shut tightly, but tears still managed their escape and ran down his fur covered cheeks.

Peter carefully scooted closer, not knowing what Rocket's reaction would be. He could either lash out or make a desperate try to escape, both possibility would only worsen the situation. He couldn't be sure how well Rocket knew where he was at the moment.

"...Rocket? Hey there, buddy." He kept his voice carefully gentle. "You're alright. Come here, buddy."

Very slowly, Rocket move. He turned around towards the man, his usually soft warm eyes red from tears. He sniffled and it pained Peter to see his friend look so utterly scared and lost. It wasn't the confident and cocky Rocket Raccoon he was so used to see.

"...Quill?"

Peter tried to smile as if nothing was wrong, but it only came out strained and instead turned into a pained frown.

"Yeah, it's me, Roc. Come here, you're safe now."

Rocket slowly uncurled and hiccupped brokenly, his lungs yet able to draw air properly. He looked around, as if he was searching for any kind of danger. When he found none he carefully moved, walking on all fours towards the man's waiting arms. But before he could take the final step into those arms, he hesitated.

He found that it felt wrong somehow, that the man wanted to comfort him. It felt as if was a trap, that if he took that final step the end result for him would only be pain. And Rocket hated himself for those feelings, but he couldn't help it. The only life form that had ever cared about him was Groot and Rocket still wasn't sometimes sure why.

Before he had met Groot he had only known pain and hardship, only known the feeling of suffering. But then the humanoid tree had walked into his life and with it had taken some of the pain away. Whenever Groot was near, Rocket didn't feel as lost, not as afraid as when he was alone. He had found a friend, if he dared hoping a family, in the big guy.

But Rocket couldn't really bring himself to believe that Peter would do the same. He knew that they were team mates and that they had each other's back, but he didn't know if that also applied when they were off the battlefield. Was the man before him really a friend, or was he only a team mate?

But then again, it was the middle of the night, they had all been exhausted from the day's mission and yet, Peter was there. The man had gotten up from his warm and comfortable bed, to help him in a moment of emotional pain. Someone who as 'only a team mate' wouldn't do that.

Peter had grown very concerned and slightly worried at Rocket's hesitation. The raccoon had stopped only a few centimeters from his opened arms and was staring at them as if they were going to strangle him if he took that final step.

Didn't Rocket trust him?

Peter realized then that was exactly what was happening and he felt a pang of hurt strike his heart. Rocket didn't trust him and while it hurt, he couldn't even bring himself to even try to be angry about it. He himself didn't put trust into others easily and with a past like Rocket's, Peter could understand Rocket's reluctance to put trust into anyone he came to meet.

But he couldn't just leave the distraught raccoon there. It wasn't like he could just walk away and go back to sleep. And even if he could, he would never be able to live with himself if he did something so heartless towards someone who was part of their dysfunctional family. He didn't leave family behind, not anymore.

As gently as he could, he moved forward and gathered Rocket into his arms. The small creature gave a small sound of surprise and clung to Peter's shoulder. He dug he claws into the flesh, but thankfully not enough to pierce the soft skin and draw blood.

Peter winced slightly, but pushed the dull pain away and stood up. He walked to the ship's bathroom, knowing that it wouldn't be good or comfortable to let Rocket go back to sleep with his fur drenched with sweat.

As the tub filled with warm water, Peter took Rocket's drenched nightwear and threw them into the basket with all the other dirty laundry. Once the water level had risen high enough, Peter brought Rocket over to the tub and began placing him into the water. But as soon as his feet touched the warm liquid, Rocket gave a strangled yelp and scrambled to get away.

He tried to crawl over Peter's shoulder, but didn't make it as the Terran's arms caught him. The hands were gentle, but all Rocket's mind was able to comprehend that his escape had slipped away and he was defenseless. Peter ignored the way the claws dug into his shoulder, knowing that Rocket didn't really mean to hurt him.

"Hey, hey. Calm down, Rocket." He spoke softly. "Take it easy. There's nothing to be afraid of."

Rocket's whole body shook, his limbs ridged with what could only be true fear. He whimpered and shook his head, refusing to ease his grip of Peter's shoulder.

"N-n-no! It-it's no-not alright! I-it w-will hurt!"

Peter was sure his heart shattered right there and then. He had never heard Rocket sound so scared before, so terrified. He tried to carefully pry the raccoon off his shoulder, but Rocket let out a cry and clung on tighter.

"N-no! Please, d-don't do t-this to m-me!"

Peter felt like he wanted to cry at the pain in his friend's voice. He didn't know what he should do. He wanted to call the others for help, but he feared that more people would only frighten Rocket more. He knew he needed to handle it himself, for Rocket.

"Okay, just calm down, buddy. We're going to take it nice and slow." He whispered. "It's just a little water. I won't let anything happen to you."

He sat down on the edge of the bathtub and gently stroke Rocket along the back, careful not to come in contact with implants.

"You can trust me, I will protect you."

Rocket sniffled brokenheartedly and closed his eyes, his body still shaking. Peter waited patiently and ever so slowly did Rocket ease his grip, loosing his claws from the man's skin. He reopened his eyes and glanced at the tub, giving a weak nod.

"O-okay."

Peter smiled softly, knowing that Rocket had begun to trust him. He placed the raccoon into the water and while Rocket gave another weak cry, he didn't make another attempt to escape. He did however grip Peter's forearm tightly, as if it was his lifeline.

"It's okay, it's okay. I'm not going anywhere, I'm right here."

Rocket closed his eyes and whimpered, but the shaking of his body eased slightly. Peter then began to wash the fur, washing away any dirt and sweat that had gathered within it. Rocket slowly began to relax and while his grip of Peter's arm eased, it still remained.

Around ten minutes later Rocket was completely cleaned and Peter reached for one of the only clean towels, telling himself to remember that he really needed to do laundry or at least get someone else to do it. He lifted Rocket out of the tub and wrapped him in the towel as the water drained.

Rocket curled up in the soft fabric and rested his head on Peter's shoulder, suddenly feeling very drained of energy. He wanted to sleep so badly, but the fear that the nightmares would follow kept him awake.

Peter walked back to his own bedroom and placed Rocket down on the bed. He gently dried the water from the fur, making Rocket's fur fluff up and make itself look bigger. He then stood up and walked up to his wardrobe, opening its doors. He pulled out an old t-shirt and handed it to Rocket.

"Here, put this on."

Rocket accepted the offered fabric and pulled it over his head. The piece of cloth was far too big for him, making him seem smaller than he already was. The opening of the neck was so wide it nearly slid of his shoulders and the cloth was so long that it reached down to his feet, the tip of his tail being able to just stick out. The arms were to big as well, his hands being the only things sticking out.

With his fur all fluffed up and the too large t-shirt, Peter found himself thinking how much younger Rocket actually looked. Or perhaps he looked his actual age, as Peter realized he didn't know the smallest member's age. He wondered if even Rocket himself knew how old he was. But those were questions that could be answered later.

"Come on, let's get some sleep."

He picked up Rocket and laid down in his bed, placing the raccoon down beside him. He covered them with the thick cover and Rocket curled up, snuggling into Peter's side. His eyes however, remained open.

The fear was still there, lingering in his mind. It wouldn't let him rest, it wouldn't let him sleep. He feared it would keep him awake, haunting him until he went insane. But he wouldn't let his fears keep Peter awake, the man didn't deserve it. So he made himself comfortable, hoping that the hours until morning would pass quickly.

He heard Peter's breathing even out and thought the man had fallen asleep, but a hand came to rest on the top of his head. He laid frozen for a moment, uncertain about what he should do. Had he been his normal self he would have bit the man for treating him in such a way.

But after everything Peter had done for him in that single night, he couldn't even bring himself to be angry. Instead he felt how his body began to relax and how his eyes grew heavier. He let out a sigh and made himself comfortable, pressing himself deeper to Peter's side.

He fought to keep his eyes to remain open, the fear still lingering. It was then he heard the man beside him take a deep breath, and a moment later Peter's soft voice filled the small room.

Hush, little Rocky, don't you cry;

Peter's going to sing you a lullaby.

Hush little Rocky, don't say a word;

Peter's going to buy you a mockingbird.

If that mockingbird won't sing,

Peter's going to buy you a golden ring.

If that gold ring turns to brass,

Peter's going to buy you a looking glass.

If that glass begins to crack,

Peter's going to buy you a Jumping Jack.

If that jumping jack is broke,

Peter's going to buy you a velvet cloak.

If that velvet cloth is coarse,

Peter's going to buy you a rocking horse.

If that rocking horse won't rock,

Peter' going to buy you a cuckoo clock.

If that cuckoo clock won't tick,

Peter's going to buy you a walking stick.

If that walking stick falls down,

you'll still be the sweetest little Rocky in town!

Rocket turned his head slightly and stared at the man, only to see that Peter seemed to have fallen asleep after finishing the last word of the old Terran lullaby. While Rocket understood that the words weren't all that correct from the original, they meant the world to him. Peter had changed the words for him.

Rocket felt a soft smile grow on his lips and he laid his head back down, Peter's hand continuing to stroke him by his left ear. His eyes finally slid close and he found himself drifting asleep, only this time there was no nightmares to followed.

Sometime during the night he would find himself crawling up on Peter's chest and in the morning he would claim it was because he didn't want to crushed would Peter move in his sleep, even if it seemed unlikely.

He wouldn't say that as the lullaby had drifted away, the sound of Peter's heart beating in his chest had been his lullaby for the rest of the night, singing to him that the darkness could no longer hurt him.