I dedicate this short little fic to those who lay awake at night consulting your pillows. I don't own Soul Eater.

She stares at the ceiling, wishing some answer would spell itself out in the dots above her. She trows an arm over her eyes and sighs. She was never supposed to be in this situation. Ever. Love was never supposed to come her way. The only love she'd ever know was that from her mother and father and the friendships she'd made. So why was she breaking all her rules? Falling for the boy literally next door to her own room?

Soul's wavelength reaches out to her the way it does every night. Even in the midst of dreams, he watches over her and protects her. Little does he know it keeps her up at night. Maka rolls over, moving her pillow so that she can hug it to her chest. He cares for her more than anyone else ever has. He'd die for her, right? He has nearly killed himself numerous times to protect her already. He picks her up when she's down, he helps make her laugh when she is ready to cry, he keeps her going when she decides to give up.

"What do I do...?" Maka whispers, hugging her pillow even tighter. They are friends. They are partners. Being on the same page about their relationship means survival while on missions, so there is even more reason for her to be afraid of telling him her feelings. She could lose a friend, a partner, and her life if things go wrong. "Should I even say anything at all...?"

Days go by and she continues to hold her feelings inside. The sleepless nights catch up to her to the point that even Soul notices a change in his usually cheerful meister. Maka sleeps in, skips breakfast, forgets about dishes, all very unlike her. But he keeps his observations to himself, knowing that if something really is wrong she'll tell him eventually. And every night she holds her pillow close, wishing it was a certain silver-haired boy lying next to her and not just feathers.

One night finds Soul staring up at his ceiling much like his meister next door. Something is bothering her, making her soul's wavelength jump every which way. It brushes against his own soul then retreats and it's keeping him up. Finally, he pushes himself out of bed and pads down the hallway to her room. Opening the door slightly, he sees her rolled on her side, back facing him as she stares out the window. Her pillow is not under her head but rather in her arms. "Maka?" he whispers, pushing the door further open.

Her head pops up and look at him. "Soul? What are you doing up?"

"Was worried about you," he explains. "You know your head goes on the pillow, right?"

She giggles. "Yeah, I know..." She rolls towards him and throws her legs over the side of the bed to sit up. She still clings to the pillow.

"Got a lot on your mind?"

"Yeah... you could say that..."

He sits next to Maka on the bed. "Any way I can help?"

She sinks her chin into the pillow. "Not sure..."

Soul pushes her head onto his shoulder. "Sometimes it helps to just get whatever's on your mind out in the air. I might not understand, but I sure can listen, right?" He flashes her a toothy grin.

She sighs and leans further into his shoulder. "Lonely..." she whispers, half hoping he doesn't hear her.

"I'm here now, aren't I? You don't have to feel lonely." Soul reaches his arm around her and rubs her arm comfortingly. "Is it your dad? Or mom?"

She shakes her head. "No... just lonely..."

"How can I help?"

Maka stares at him, a shocked expression on her face. What should she do? She lets go of the pillow with one hand and places it on his chest, grabbing a fistful of his shirt. "Don't go..."

He places a hand over hers and nods. While he still isn't sure what is wrong, he decides that he will do whatever he can to help her. Maka lays down, her back turned to Soul. He lies next to her, wrapping one arm around her. "I'm right here..." he whispers. "Get some sleep, kay...?"

She smiles. Maybe someday she will tell him. But for now she enjoys the best night's sleep she has had in ages.