Standard Disclaimer (I'm too tired to try to think of anything witty, not that I'm witty as it is):I do not own Leon and Sora or Donald and Goofy. They belong to SquareEnix and Disney respectively. This story was written purely for entertainment, I am making no money from this.

Author's Notes:I have no idea what brought about this fic-let anymore. I came up with the idea months ago but didn't write it when I jotted down the notes. This project has been sitting on my WIP page since I came up with it. I had the idea, just not the words to express it. Anyway, it has finally been finished, I rather like how it came out even if it wasn't quite what I'd intended it to be, and so here it is.

Leon was talking. Sora knew that, he could see the man's lips moving as he spoke. Yet, he didn't understand a word the man was saying; in truth he couldn't even hear the words. The boy's blue eyes were trained on the man's beautiful, smooth, pale lips transitioning easily through his words. They were perfect, really. Kind of like another particular aspect of the man's anatomy.

The teen tilted to the side, his mouth sliding open into a little circle and craning his neck, almost as though he were trying to look behind the man speaking to him. "-Ora… Sora!" The boy jerked, snapping upright and gawking at Leon who stood before him, arms crossed over his chest and looking distinctly displeased.

"Yeah, Leon? What's up?" The taller brunette quirked his brow at the boy's botched attempt at nonchalance. He let his arms drop to his sides as he looked straight into Sora's eyes.

"You didn't hear a word I just said, did you?" Sora chuckled half-heartedly reaching a hand up to scrub at his hair as he dropped his gaze to the pavement.

"Well…" he drew both arms up over his head and crossed them, averting his gaze to the sky above now, "uhhh… sure?" Leon groaned and raised a hand to his face, palming his chin as he continued to stare at the boy.

"Alright," the man groused, "I'll go over this one more time, okay? Now listen!" The fifteen year old locked his arms to his sides, standing up ram-rod straight in a faux-salute.

"Yes sir, Leon!" He smirked, glancing at Leon as the taller and older swordsman sighed once more. Everything those lips did was beautiful, but Sora managed to keep his focus on his friend's words, at least long enough to get the major details, he even nodded at all the appropriate times for once. At last the man finished speaking, and he smiled gently.

"Did you get it this time?" Sora nodded enthusiastically, a broad grin across his features, and was rewarded when Leon uncrossed his arms and allowed himself to relax. "Good," he started forward and the teen allowed his eyes to slip down to the man's hips as he came closer. "Now," he clapped a hand on the brunette's shoulder as he passed causing the boy to look up into his gray-blue eyes, "get to it."

Sora turned to watch as the man strolled away, taking those stiff little steps that always reminded the boy of someone marching in formation. He leered as he shifted his gaze from Leon's pacing, back up to his hips as they shifted almost imperceptibly with each step. Yeah, there was definitely nothing unpleasant about the sight of Leon walking away from him. It was just too bad the man decided to hide one of his greatest… assets beneath all those belts. Of course… the way all that leather rocked when he moved just seemed to make everything just a bit sexier.

He hadn't even realized he'd been gawking again, lips curved up into a smirk, until Leon's voice snapped through his daydreaming. "What is it Sora?" The teen blinked quickly, his eyes refocusing immediately upon the man's scarred and concerned features.

"Eh?"

"You were staring. Is there something you needed to say?" Sora could feel heat creeping up beneath his cheeks and he lifted his hand to grip his neck, averting his eyes to the left where Donald and Goofy were browsing for new equipment.

"Ah, no! It's nothing." He spun around on the balls of his feet and jogged off in the direction of his travelling companions. He glanced back over his shoulder, "I'll see you later Leon! Donald, Goofy, come on! Let's get going!" The two humanoid animals seemed confused at the sudden departure but they followed after their friend, squawking and chortling, as he fairly leapt up the stairs behind the shops.

The teen paused at the top of the stone steps to cast one last grin the brunette's way. What he saw was a man who looked puzzled and vaguely sad as he raised his hand in a gesture half-wave half-salute and smiled. Sora faltered at the expression, his mouth fighting to form a pout before he forced it into an even broader grin and he dashed off after the duck and the dog with a wave.