AA/N: My Fair Lady! Yay! I've had this story ready FOREVER, but am just now posting it because I wanted to update my Pride and Prejudice story (Without The First Couple) first. ENJOY AND REVIEW!

NOTE: This story is rated T because I think that it is a little over K+, but it's actually not very T-ratingish, as in there is nothing too mature. I just wanted to be cautious. So yeah.

"No no no no NO, Eliza, you never directly speak to an Earl unless spoken to first!"

"I am so dreadfully sorry, Professor, but I was under the assumption that we were practicing conversation, and-"

"That does not mean you can address the Earl first, he is superior to you-"

"Pardon me, you two, but I really think it is time for me to go to bed…"

"You would have done it yourself, don't even try to deny it Henry Higgins-"

"Yes but that is quite different, for I am already known for my disregard to etiquette, and-"

"Oh yes, that is quite clear to me already! Honestly, how am I supposed to learn with your complete lack of-"

"Um, Higgins? Eliza? I really do need to go to bed, I'm rather tired…"

"Don't bring me into this, Eliza, we are talking about your blatant failures, not-"

"Oh, so the failure in your teaching is my fault, is it?"

"My teaching? What the devil are you talking about, woman-"

"I suppose I will see you both in the morning then…"

"Yes, your teaching! If you had just set a better example-"

"Example? Example! Don't be ridiculous, this is entirely-"

"I AM GOING TO BED!"

The two that were bickering on the sofa looked up in surprise at Colonel Pickering's declaration, as they had not heard any of his previous announcements. Hugh Pickering was known to be a patient, even-tempered man. Unfortunately, even patient, evenly-tempered men have their breaking points.

Three weeks away from the Embassy Ball, the Colonel was being kept up at ridiculously late hours by his friend Henry Higgins, who was striving to teach Eliza everything about etiquette and upper-class mannerisms that she would need to know for the ball. She was doing remarkably well, made all the more confident by her now impeccable accent, but Higgins was relentless in his teachings.

This is how Colonel Pickering found himself in Higgins' study at 2:30AM for the third time that week. He was tired, irritable, and had had enough of Henry and Eliza's constant bickering.

"Oh, goodnight then, Pickering," Higgins replied with a wave of his hand from the sofa.

Eliza snuck a glance at him, before she quickly rose and said, "I believe that I will follow the Colonel's example and go to bed…"

Before she could actually get anywhere, Higgins grabbed her elbow and pulled her to sit back down next to him on the sofa. "No Eliza, you are not going to bed until you get this right!"

She glared at him, and as they began arguing again, the Colonel shook his head in disbelief and left the study, closing the door behind him.

At 3:00AM, Higgins and Eliza had moved past their argument and how to address an Earl, and were focusing on ways to greet normal members of the wealthy class.

However, not even Henry could hide his yawns for long, and Eliza was so tired she was hardly trying anymore.

"Professor, can we please be done now?" she begged sleepily.

He rubbed his eyes and shook his head no. "Eliza, we only have three blasted weeks until the blasted Embassy, and you are not going to your blasted bed yet!"

"But even you are tired! You've yawned at least twenty times in the past ten minutes." Eliza protested. She was quite right, Higgins knew, but he needed to hold onto his pride, even at this dreadful hour.

"Tired as I may be, you are going to learn this by dawn, even if we have to stay up until then!"

Eliza was desperate for any sort of rest, at this point. "Can we not just take a break for two minutes? Close our eyes, rest up, and then start again? Please, Professor Higgins?"

Her teacher sighed, knowing that he had already lost. He grumbled in annoyance, "I never could stand whiny young women."

But seeing her even more annoyed glare, Professor Higgins rolled his eyes and said, "If I was not tired as well, you would be staying up until five in the morning working on this! Seeing as I am tired, I will give us TWO MINUTES to rest our bloody eyes. But if you fall asleep, you little guttersnipe, I will personally throw you BACK in the gutter and LAUGH IN YOUR FACE when you wake up!"

But Eliza was too happy that she could close her eyes to care about his idle threat. He was Henry Higgins, after all, and he enjoyed being intimidating. Eliza knew him well enough to recognize that although he quite frequently made declarations of the sort, he was too good a man to actually act upon any of his words.

She leaned her head back on the sofa and closed her eyes, feeling even more tired now that she was finally allowed to relax. Henry stretched both of his arms along the back of the sofa in his favorite position, and also leaned back his head.

Almost immediately, Higgins began to feel extremely drowsy. It was a very relaxing silence, after all, and he had been so tired for the past month of cramming for the ball, and it was 3:00 in the morning, and…

Henry Higgins vaguely noticed Eliza's head landing on his shoulder, but it did not matter, as half a second later, he was asleep.

The very first thing that Higgins thought when he woke up was; since when has my bed been so comfortable? It took five seconds until he realized that he was not in his bed, but on the sofa in his study. In confusion, he glanced at the clock and saw that it was 5:55 in the morning. Almost immediately, the man realized that he was not alone.

Eliza Doolittle, his pupil, his houseguest, his friend, was curled up into his side. Her head was gently sitting on his shoulder, with his cheek resting on top of her hair. One of her hands was on his chest, and in return, his arm was drawn across her shoulders and back, ending with his hand on her waist, holding her close to him.

Henry doubted that there was a more pleasant way to awaken.

His face flushed bright red at the thought, and he slowly lifted his head from its more than comfortable resting place on top of hers. Thinking quickly, Higgins thought of two things he could do in the situation.

The first option, of course, was to jump off the sofa, get a safe distance away, and mock her about it later. This was certainly the most in-character way for him to deal with it, and he would have done just that had it been any other woman. Oh, yes, Higgins thought spitefully, had it been any other bloody woman that I woke up bloody cuddling with. Any other bloody woman. Eliza, what the devil have you done to me?

Option number one, however, had one rather large problem: it wasn't just any other bloody woman sleeping beside him on the sofa. It was Eliza. This was why there was an option number two for Henry.

Henry's second option, however, was much more pleasant than the first one. It was also more risky, and that was why he was hesitant to try it. For option number two was to stay there, not awaken her, enjoy the rare contact as it lasted, and deal with the consequences later.

While his conscience and personality told him to go with option one, his- well, his what? His heart? His soul? His shoulder that was currently being used as her pillow? Whatever it was, it told him to go with option two.

Higgins probably would have remained conflicted until the sun rose, but that was not what fate had in store for him that day.

She moved.

Eliza snuggled herself even closer into his side, and wrapped her arm more soundly around his opposite shoulder. She turned her head up ever so slightly, so that her face was buried in his neck. Henry did not breathe. He didn't dare move a muscle, trying to calm his rapidly beating heart.

Suddenly, Eliza mumbled something. Henry didn't hear a syllable of what she said, but he felt her lips move. Her lips that were on his neck. This was something that he was trying very hard and failing very miserably to forget.

She was moving closer to him again, although by this point he couldn't see how it was possible for them to be any closer than they already were, and Henry only realized too late that Eliza was waking up.

Her head lifted from the crook of his neck as she yawned, and Eliza's arm that had been draped across his chest reached up to stretch. After stretching, she set her head down back on his shoulder and put her arm across him again, and Henry turned his head down to look at her. He was hardly in control of his movements; it was as if he was in a trance.

Eliza's eyes opened.

Her face was less than two inches away from his, and Henry was captured by the chocolate brown of his eyes. Eliza had an odd look on her face, one that, he supposed, resembled his quite a bit. Her expression was clearly overwhelmed, yet very relaxed and content.

Neither realized it, but two entire minutes passed in that stance, gazing into the other's eyes. Henry and Eliza were both still very tired, and in the strange state of mind that one tends to wake up in.

Eventually, however, the professor broke the silence by saying hoarsely, "Good morning, Eliza."

"Good morning," she whispered back. The moment had not yet ended, and he was rather sure that whatever he did while it lasted would not bear any consequences for him.

Still in his dream-like trance, Henry slowly moved his free hand to caress the side of her face. Eliza continued to look at him, not objecting, not moving.

Part of his mind, the part that despised any sort of feeling, was screaming WHAT THE DEVIL ARE YOU DOING? DON'T KISS HER, DON'T YOU BLOODY KISS HER! Well, that along with many other curses.

Higgins was about to listen to this part of his mind, before he happened to glance down at her lips, and suddenly the only thought he could focus on was; Good Lord, I want to kiss her.

He was leaning in now, ready to close the extremely narrow gap between them, and her eyes were closing, and so were his, and he could almost feel her lips on his, and-

The clock struck six o'clock, and the trance was broken. They were both frozen in place, lips less than a centimeter apart, and in the same embrace they had woken up in. Henry slowly pulled away, and they detangled themselves from each other slowly, without making eye contact.

After that was done, they sat next to each other awkwardly, with a foot's distance in between them. Higgins ran a hand through his hair in distress, proceeding to mess it up in a manner that Eliza would have found rather endearing had she been courageous enough to spare him a glance.

"That did not actually happen. Agreed?" Higgins finally uttered, with a shaky voice from the realization of what had almost transpired.

Eliza nodded stiffly, her face an extremely tomato-like red, and said in the same manner, "I think I will be going to bed now."

With a nod from him, she swiftly rose from the sofa and left the room, closing the door very softly behind her. Henry was alone.

He let out a shaky breath, and ran a hand through his hand once more. Henry closed his eyes, willing himself to commit to memory what just happened, then trying to figure out why. It was clear that he harbored strong feelings for Eliza, and she evidently returned enough of them to let go of her "good girl" image and kiss him.

Although he dearly wished that he could have kissed her properly, for they had hardly even started before they had to finish. Higgins shook his head in dismay, knowing that it was all too late, and he would never be granted the opportunity again.

He would just be forced to pretend as if nothing had happened. For if he did not, she would surely know how he felt about her, which was very distressing for the professor, as he didn't even know yet how he felt about her. They were certainly more than just friends, but couldn't possibly be in… He didn't even want to finish that sentence.

Five minutes later, as Henry Higgins drudgingly made his way up the stairs to his bed chambers, he thought bitterly; let a woman in your life…

A/N: I hope you liked it! I know that this would definitely not have happened, but hey; that's what FanFiction is for, right? My other MFL one-shot, An Excellent Father, is up as well. Please feel forced against your will… uh, I mean free… to read and review that story! And make me happy and review this one!