Disclaimer: I own nothing and profit none.

A/N: This definitely takes place before the finale. I was working on Reluctance, I promise, but the epilogue is kicking my butt and I really wanted to just write something fluffy. And this is very, very fluffy.

Will always assumed that after a certain point in time, he would just become accustomed to not sleeping. It was a ridiculous notion – as though sleep were a habit that he could kick – but he still clung to the belief that one day wandering the halls at two in the morning would no longer make him edgy and slightly nauseous.

Whenever this mythical time would be, it was certainly not tonight, Will reflected grumpily as he brushed his hand along the reassuringly solid stone walls and tried to formulate a destination. His office was surprisingly free of paperwork, mainly because he was on Night Three of his insomnia this go-round and had finished filing mid-way through last night. He wasn't hungry, even if he should eat; the dead weight of tiredness always killed off his appetite, so the kitchens were out. The raging storm should probably take the North Tower out of the equation, but it he got desperate that was his fall-back option. Provided Magnus didn't catch him sneaking in dripping wet, it would at least distract him and possibly calm him down.

His feet, meanwhile, unheeding of the lines of thought his mind was processing, brought him straight to Magnus' office door.

Will's mind caught on to his destination just in time to slow his feet down from bursting in to first take a casual peek inside. Followed by a second, longer look. Perhaps he had fallen asleep somewhere and just thought he was still awake. A dream was the only explanation he could imagine for the image his eyes were presenting him with: Magnus, a basket of yarn at her feet, and two knitting needles busily working at a frothing pile of something softly green.

"Are you planning on coming in?" she casually inquired, not looking over at the door.

He still didn't know how she did that.

"I didn't want to interrupt your… knitting?" Despite himself, his sentence rose to a question on the final word. Will couldn't help it, it was simply so – not Magnus.

"I'm waiting on some documents from Mumbai," she answered the unspoken question present in his tone, "and I find this relaxing. Shouldn't you be sleeping?"

Will snorted, "Are you even allowed to ask that? I'm still not convinced you're acquainted with the idea of sleep." Fascinated, he took a seat on the sofa next to Magnus and tried to figure out what she was making.

"I need less sleep, Will, not none," she said reprovingly, but then smiled over at him, "and you didn't answer my question."

He shrugged, eyes following her quickly moving fingers, "Couldn't sleep," after a moment's pause, he gave in, "What are you making?"

"One moment," she focused intently on the yarn between her fingers, engaged in some elaborate loop that Will gave up trying to trace, until after a brief moment she slipped the entire affair off the needles and into her lap. Setting aside the needles, she shook the piece out and held it up for Will's scrutiny, "Well?"

It was… "A baby blanket?" Will deduced, hoping that he was right and not accidentally insulting her knitting skills.

"Henry told me that Erica is trying to put the nursery together and as the baby still stubbornly refuses to be identified as male or female," she looked up to share the resigned look engendered from suffering through Henry's monologues over this fact, "green seemed a safe choice."

"She'll love it," Will said unreservedly, confident in this at least, "and so will Baby Ali. It's beautiful."

"Hm," the tone was noncommittal, but Will could see the pleased smile tweaking at the edges of her mouth.

He reached over gingerly to run the blanket through his fingers, the soft yarn whispering under his touch, "It's hard to believe this started out as a bunch of string. It's like magic."

Magnus smiled broadly at the wonder in his voice, "Not magic, just properly applied knots. Haven't you ever seen anyone knit before? Or is that out of fashion once more?"

He should have expected that she would ask that. Taking a deep breath, Will concentrated on the blanket in his hand rather than the ache in his chest, "My mother," he said softly, wincing when Magnus stilled abruptly. He could see her now, actually, knitting away as he prattled on about the latest test in school or book he'd read. He'd leave one morning and she'd kiss him goodbye and wrap a finished scarf about his neck. On an afternoon, he might come home chilled and be enveloped in a thickly woven blanket from her hands.

"I asked her to teach me once," he smiled softly, barely seeing the blanket before him any longer, "It was just a potholder, but seeing the yarn turn from one thing to another under our fingers was still just like magic."

"Did you ever make it past a potholder?" Magnus asked softly, reaching out to run a hand through his hair. Will blinked and the blanket came back into focus. He let it fall back to her lap.

"No," he cleared his throat and turned to gaze at the fire, "No, my father wasn't impressed with the potholder. Wanted me to have more 'manly' skills, I suppose," he was glad that the attempted smile he put on was aimed at the flames, "Come to think of it, he signed me up for baseball not long after."

Her silence was a relief and Will didn't turn to see what emotion she was trying to hide from him. He regretted every minute that he hadn't spent by his mother's side; he didn't need Magnus to add to that in any fashion – even in sympathy.

"Would you still want to learn?" The question came as a surprise and Will turned to look at her involuntarily. Whatever she read in his expression, she must have taken it as assent. "Bring that footstool over here."

Still recovering from his daze, Will mechanically retrieved the footstool and set it by her feet when she indicated the spot to him. He didn't snap out of it until she motioned for him to sit down on it, which earned her a questioning glance.

"Sit," she smiled and waited for him to slowly comply, before she moved slightly down the sofa to be behind him, "Pick out a yarn you like," she said with a nudge towards the basket, not giving him time to dwell on what exactly had happened here.

Directing his attention to the basket, his fingers brushed against an impossibly soft skein and he pulled it out to admire the soft, smoky gray.

"Good choice," said a soft voice by his ear and he turned his head slightly to find Magnus close at his back.

"Oh, I…" he trailed off, looking down at the yarn that seemed too nice for whatever beginner's project he would undoubtedly mangle.

"Do you like it?" came the same quiet tome. Looking back up at her, Will nodded tentatively, unsure what the proper response was in a – what? Knitting tutorial?

"Good," Magnus leaned in to unwind the first bit of yarn before reaching back towards the couch, "Here, lean back."

Will mutely followed orders, giving up on catching on to how he came to be here, and settled back for the lesson. Then, Magnus leaned forward against his back, arms wrapping around him to catch his hands between hers. Her hair brushed against his arm as she settled her head over his right shoulder. For a moment, he stiffened involuntarily. When she didn't pull back and instead began to tug the yarn into place, Will slowly began to relax into the embrace.

"For this first time, I'll cast on for you," Magnus' fingers busily corralled the yarn into place on one of the needles in her hands. Will lost his trepidation when he realized that, at this angle, he could see more of how the whole knitting-thing worked.

"Alright, now," she settled a needle in each of his hands, gently correcting his awkward grips and laying her hands over his, "We'll just start with the knit stitch. So, over like this. See? And then through. Good."

Their hands worked in silence for a while; broken only by Magnus' soft murmurings when Will pulled too tightly or almost lost a stitch.

"When I taught Ashley," she said softly, when he was beginning to get the feel of the rhythm they had created, "she was still young enough that I could hold her in my lap." Will could feel her smile against his hair and decided it was worth his confusion if she could talk for a moment about Ashley without great pain, "You're a bit tall for that, however."

He grinned at that and focused on the knitting for a minute or two until he gathered the courage to venture a question cleverly disguised as a statement in case Magnus wanted to brush it off and move to a different topic, "I never knew that she could knit."

"She didn't advertise it a great deal," she huffed a laugh that tickled his ear, "something about it not being 'hardcore'." Will restrained his own laugh at hearing Magnus' precise accent deliver those syllables, "but she would surprise me with a blanket or a tea cozy at the most unexpected time."

Will smiled. He could see how that would be very like Ashley. Hadn't she always told him the benefits of both surprise and in being underestimated? Generally right after she'd pulled a prank on him.

"I can see that," he added softly. He fell silent, not sure if he should go any further.

After some moments, Will realized that he had begun to lean back against Magnus more heavily and made an effort to straighten back up with a mumbled, "Sorry."

"It's alright," she drew him back again, "Counterbalance. We can prop each other up. At this time of night, I daresay we need to."

WIll let both his smile surface at her quip and her arms pull him back against her once more, only slightly startled when she tucked his head between her chin and shoulder. He realized with a start that he actually felt drowsy, something that had been absent for the past several nights. Maybe he should knit more often.

They continued to knit as the skein slowly diminished until Magnus stopped his fingers at the end of a row.

"Do you feel adventurous enough to try binding the end off?" she gently teased and he grinned sleepily.

"Hate to back down from a challenge," he managed around a yawn.

"That's the spirit," he could hear the smile in her voice as she began softly directing him through the last steps.

It still came as a shock when the last loop fell off of the needle and Will realized that his lap held an entire spun – something or other. Part of his mind prodded him to move or speak, but he found that it was easily ignored. Content, he ran the lengths of knitted yarn through his hands as Magnus set the needles in the basket before her arms returned to slip under his in a loose embrace.

"Will?" it took a minute for his slowing mind to catch his name, but then his fingers stopped and he tilted his head back to look at her. Magnus smiled down and repeated herself, "Are you going to try it on?"

"Okay," he agreed amiably, before realizing a problem, "What is it?"

He received only a laugh in return and then her hands slipped to his sides to push him upright and turn him towards her. Confused, Will looked up at her softly shining eyes until she pulled the bundle of knitting from his lap and wound it around his neck.

"It's a scarf, Will," Magnus pronounced when she was done and cupped his chin to run a thumb across his cheek as he looked down at his new scarf.

"It's so soft," he said quietly, rubbing it between his thumb and forefinger. After a moment, he looked up to catch Magnus simply watching him with an affectionate look in her eyes.

"Thank you," he said, though he was unsure if his thanks were for the scarf or the lesson or for caring enough to provide both. Probably all of the above, he considered muzzily.

He was still awake enough to be startled when Magnus leaned forward to softly kiss him on the forehead, but not by much.

"You're welcome, Will," her hands wrapped around his upper arms and she urged him to his feet only to push him into her place on the sofa and nudge his shoulders to lie backwards. He wasn't certain how, but in the space of a few moments she had his shoes off and was tucking a blanket over him. Will wondered if she'd knitted it herself.

An indeterminate amount of time later, Will surfaced from sleep. He opened his eyes to see darkness yet outside the windows and Magnus behind her desk reviewing something on the screen. The Mumbai reports, he thought in a fuzzy manner. He let his eyes fall shut and relished the feeling of being tired and also able to sleep. So underrated. Curling his toes into the cozy warmth of the blanket, he looked over at Magnus once more and, privately, conjured up the feeling of contentment from his knitting lesson, the warmth and safety. With a smile, he drifted back off to sleep, fingers reaching up to tangle in the end of his scarf.