Disclaimer: I don't own "Treasure Planet." I just write this because I like it. Don't sue me.

Frederick Lightoller was doing his best to contain the infectious grin that threatened to overtake his handsome features. The crisp lines of his linen shirt and snug fit of the latest breeches in fashion were no doubt partly responsible for the many admiring glances he received as he made his way through the busy spaceport. His bright blue eyes seemed to sparkle with an infectious laughter eagerly as they scanned the horizon for his destination. As a young cadet, it had always been his most fervent desire to serve under the famed Captain Amelia and her ship, the RLS Legacy. A case of the Dabuxian flu had kept him from a mid-term solar cruise with her his first year, and then, much to his horror, she had announced her retirement two summers later.

On the heels of that crushing announcement, it had seemed pointless in pursuing his dream. After all, he had one more year left before graduation and then another four before he could possibly think of leaving the Navy. Added to that was the fact that her lifelong First Mate had followed her in to retirement and accepted a position on her private crew. Lightoller quietly filed away his dream and set about making a name for himself in the Royal Navy. As the end of his initial service time came to an end, the freshly-promoted Lieutenant agonized whether to continue his time in the service of his home world or to follow in the footsteps of those who took private commissions. Finally, the desire for a calmer life had won out. He would take a private commission and say goodbye to the days of chasing renegades and trading canon fire with illegal traders. He had saved up a nice sum during his commission. It was his hope that he'd have enough to purchase a small vessel and begin his career as a private merchant. Or at least, that had been his plan.

Casting his mind back over the events of the past few months, it would have been an understatement to say the invitation he had received to serve as First Mate had been rather unexpected. It had been his last day on the Constellation, and as his captain bid him farewell, he had slyly smiled and slipped the sealed letter in to his hand with a cryptic "maybe now you'll understand just how truly easy I was on you, lad."

For the first minute after his eyes had taken in what was on the paper, he had stood frozen, unable to quite believe what he'd just read. He'd scanned it again to make certain that his eyes truly were seeing what he thought he was seeing. After that, things had been a blur.

Communication calls to his family and friends, some hurried research about the history of the Legacy since its removal from the Fleet, its missions and more importantly, Captain Amelia's life after the Navy had been his top priority. One week later, he found himself on a transport to the heart of the capital city and neatly deposited at Crescentia space port.

Lightoller frowned as he stepped from the gangway onto the deck of the ship, the muggy haze that floated across the sparkling bow of the RLS Legacy bathing him in its warmth. He immediately noticed the mechanical efficiency in which the ship operated. He had been on his share of ships, from the woefully undermanned to the state-of-the-art, but standing below the vessel docked before him made him stop short and stare in open-mouthed wonder. She was beautiful. He could swear the sleek rigging was sparkling – nay, shimmering – in the sunlight that was filtering between the solar sails.

As a breeze trailed across the deck bringing momentary relief from the biting heat, it caught the paper he was holding, and he looked down at the correspondence that fluttered in his hand.

RLS Legacy

22.65.45

Mr. Lightoller,

Having recently gained knowledge of your retirement from the Royal Navy, this communication serves to extend to you a formal invitation for the position of First Mate aboard the RLS Legacy. Report promptly at 0700 on the first Monday of the month directly to my Ready Room.

Captain Amelia

Lightoller glanced at the correspondence once more, still in disbelief that he had been the one chosen as the new First Mate for the Legacy. Like any sailor, he had heard tales of the great ship and its legendary captain while studying at the Academy. After his graduation, he'd even had the opportunity to train within the Legacy's squadron during battle maneuvers while serving aboard the RLS Constellation. It had been with much awe that he'd joined the senior officers for mess one evening in the galley. He could still recall the feeling of wonder listening to them banter about with various incursions they'd fought during their careers. He remembered hoping that he, too, would someday have exciting tales to tell like they had. Now, standing here on deck of one of the most famed ships in all the Etherium, he wasn't quite certain if he was ready to face the formidable captain.

Making his way to her stateroom, he reflected on everything he had heard about Captain Amelia during his time at the Academy and in the fleet. From what he had been able to piece together, he was confident that she was an impeccable officer. Recently, he'd heard tales of some skirmishes with pirates, but having only gathered that through spaceport gossip, he wasn't sure how much credibility to afford those stories. Still, if anyone could go up against pirates and walk away from the encounter, he'd bet money it would be the captain of the Legacy. That thought was strangely comforting, he decided as he stopped in front of the magnificent mahogany door that separated him from his future commanding officer. Although he hadn't yet met the captain – an oversight he found mildly disconcerting – he hoped they would get along well. Perhaps it wouldn't hurt to turn on a little of the old Lightoller charm that had proved so useful in his Academy days.

He took a deep breath to compose himself and sent up a quick prayer to who might ever be listening before landing two sharp raps on the heavy door before him.

"Enter."

XXX

The door pushed inward, admitting a young man in a starch-pressed uniform, and Amelia took advantage of the officer's momentary distraction to survey his appearance as he turned and swiftly shut the door behind him. Whereas Mr. Arrow had towered over her, Frederick Lightoller stood only a few inches above the crown of her head. His tabby color possessed a glossy glow, and Amelia had no doubt that this sailor was quite capable of turning a few heads. The stark white smile he flashed her was instantly disarming and as he drew nearer, she could see that his eyes were a brilliant blue.

Yes, definitely capable of turning heads, she thought to herself. Deciding it best to keep that observation silent for a while, she stood.

"Mr. Lightoller, you come highly recommended," Amelia began without preamble and gestured to a chair at the conference table. "Please, sit. As you know, the search for this position has been rather hasty and, by necessity, quickly filled." She rounded the corner nearest him and strolled to the large window at the far end of the room, taking a moment to gaze out at the shimmering blue sky before her.

Amelia knew a hasty and necessary decision wasn't exactly what any officer wanted to hear in reference to their selection, but before allowing him the opportunity to ask for clarification, she turned around and spoke.

"I will readily admit the standard has been set rather high. I run a tight ship. I expect my officers to be in line with that and will accept no dilly dallying from anyone under my command. I am accustomed to experience from those under my command. My former First Mate did a bang up job of seeing that daily operations were brisk and efficient. I expect no less from you. Do I make myself clear?"

"Yes, ma'am. But if I may," he ventured slowly, "it doesn't sound to me like you think I'm the best man for this position. Perhaps you'd be better off with someone you have more confidence in?" He glanced at the photograph of her and her First Mate that stood perched on the sill. Noticing his gaze, Amelia followed it and gave a sad smile when she realized what had captured his attention.

The large man towering high above her was quite imposing, but Amelia knew Lightoller could easily discern an air of camaraderie and affection between the two.

"Arrow was a dear friend," she admitted without embarrassment. "He stood by me during firefights, belligerent crews, nursed my battle wounds and was always there to offer sound advice when I needed it. More importantly, I had his unwavering devotion and support." She sighed heavily. "He will be sorely missed."

"He sounds like a fine man," Lightoller acknowledged, standing from his chair and moving to where Amelia stood. "And I wish I could have known him. But captain, I will never be Mr. Arrow. I'm Frederick Lightoller. If it's a carbon copy you want, I am not your man," he informed her in a respectful but firm voice.

At this, Amelia finally smiled and turned to him with an arched brow. "Oh don't be daft, Lightoller. I realize I can never replace Mr. Arrow. And I do want you."

"Are you certain, ma'am?"

Amelia rolled her eyes. "Of course I'm certain. I would never have contacted your previous command had I not been."

Lightoller's surprise was evident his eyes as the bright blue orbs grew larger. "You contacted my command? I was under the impression… that is, to say, I was told there was a general posting and my command submitted my name for consideration."

"Which is the information they were instructed to tell you." She moved across the deck and retrieved a cup of tea from her desk. "I didn't want you coming here with an inflated ego."

"Captain, are you telling me I was your first consideration?" He sounded as if couldn't believe that could be correct.

"No, that's not what I'm saying."

"Oh, well, good, because that seemed a bit farfetched to me."

"You were my only consideration," Amelia casually informed him. She took a quick sip of her tea to hide the smile that threatened to break through at the young man's disbelief. It wasn't fair of her to toss the bit of information out so casually, but oh it was fun!

"Your… ah… only consideration?" Lightoller, who Amelia suspected was rarely at a loss for words, looked as if he was desperately searching for something – anything – to say to cover his complete disbelief at this surprising disclosure.

Amelia looked around the room thoughtfully before leveling her steady gaze at him. "Mr. Lightoller, if you are going to be prone to repeating my every word, I fear we shall never accomplish anything. Is this going to be a common occurrence?"

Lightoller had the good grace to blush before shaking his head. "Of course not, Captain. It's just that I'm… well, to be frank, I'm surprised, honored and a bit intimidated by your faith in me."

"Tish tosh," she admonished, waving her hand in the air. "Now, if you'll excuse me, Lightoller, I have many things to do." She cocked her head at the door.

"Of course, Captain. I understand." He placed his hand on the door, prepared to leave, but turned back quickly. "Captain?"

"Yes?"

Taking a deep breath, the young man squared his shoulders, "Thank you for this honor. I promise to do everything in my power to assure that that trust is well placed."

"Glad to hear it," Amelia nodded and motioned him through the door. As she watched him head down the corridor, she gave him a wicked grin and tossed out, "After all, it'd be a shame to have to go through the trouble of replacing another crewman after only a few short weeks."

The incredulous look splashed across his face as he whirled around was received only by an empty corridor as Amelia's door shut with a solid thud which masked the laughter of one very amused Felid captain.