A/N: Someone on Tumblr (I think in a confession or something) said they had a headcanon about Billy singing an insomniac Spencer to sleep. I thought it was a cute idea so I tried to write it. The first song is "Where Does Your Mind Go?" by Beardyman, who is Billy's voice actor (so we can kind of say that's Billy's song? In a way?) and the second is "Lullaby" by Tom Waits.

Spencer rolled onto his side and stared at the window. It was too bright in here to sleep. He'd shut the blinds, but slivers of moonlight still slid in, dimly illuminating his room. His eyes were sore and tired, so he squeezed them shut. It didn't make any difference. He rolled over onto his other side and then onto his back. Finally he flipped over onto his stomach and hid his head under the pillow. He sighed loudly into the mattress.

"What's wrong brosomniac?" Spencer sighed again at the familiar voice. He tossed the pillow away from himself and craned his neck to look at Billy, who was floating above him. The spectre wore a goofy looking grin, and tilted his head, "Can't cha sleep?"

"No." Spencer answered, rolling onto his back and sitting up, "Why are you still awake?"

"Your tossing and turning and general bad juju woke me up." Billy said, floating down towards the floor.

"Oh… Yikes, sorry about that," Spencer rubbed the back of his neck sheepishly.

Billy hovered around the side of the bed and waved his hand dismissively, "No worries, I don't actually need to sleep, being a ghost and all. I just have nothing better to do when everyone else is off on vacay in dreamland." Billy's grin faded abruptly and he glanced around, "So, uh, what's keeping you up?"

"I don't know, dude…" Spencer said, rubbing his eyes, "I mean, I'm tired… And I want to sleep, but it just doesn't happen." Billy's brow creased for a moment. He thought he could hear distress building in his young friend's voice. They were both silent for a moment, as Spencer stared at his sheets and Billy stared at Spencer.

"Want me to sing you a lullaby?"

"No."

Billy frowned deeply at how abrupt the response was, "Oh come on, Johannes Brohm, you are greatly underestimating the curative properties of my vocal abilities." He leaned forward as Spencer rolled his eyes, "I may be mostly about the rock scene, but I'll have you know I have an incredible range. Vicious punk screaming? I can do that. Vocals as soft as winter snowfall? I got you covered."

Spencer flopped down onto his back and curled up under the blankets, "Fine, fine, if you wanna sing a lullaby so badly, go ahead." Billy grinned and rested his chin and arms on the side of the bed.

"Hush little Spencey, don't say a word, Billy's gonna buy you a mocking b-"

"No!" Spencer laughed and tried to push Billy away from the bed, "If you're gonna sing, sing something that'll put me to sleep, not make me laugh."

"Alright, alright," Billy chuckled. He tilted his head and pursed his lips in thought.

"…You can't even think of something to sing," Spencer accused, snuggling back under the blankets.

"No, no, I got something! I got something!" Billy said indignantly.

"Well, don't sing anything about yachts. Or yourself."

"I wasn't going to. Now you made me forget what I was gonna sing," Billy frowned in concentration and Spencer stifled a giggle. After a beat Billy shifted himself to get comfortable, still resting his upper half on the side of the bed. He had a subtle, lopsided smile on his face as he started humming something Spencer didn't recognize. Soon the hum gave way to words,

"Where does your mind go when you're not using it?

Now you're suffering in silence, and it's just not happening

You're too cool or you're too eager to just be left alone

You better melt into the moment before you turn to stone"

Spencer was surprised at how relaxing Billy's singing was. The rough quality that the spectre's voice usually possessed had melted away. It left him with a tone that was strong, but not intimidating, almost stoic. It was not the best singing Spencer had heard, but something about it made him wish it would never stop. When it did finish, Billy went back to humming. Spencer dimly thought about asking him to sing it again, but drifted off to sleep before he could get the words out.

"See, what did I tell you? Super re-" Billy cut himself off when he noticed Spencer was still and quiet. He dropped his voice to a low whisper, "Relaxing. Super relaxing." Billy snickered at his own prowess and phased down through the floor to go raid the refrigerator.

Spencer slept fitfully at first, but eventually it gave way to a tumultuous sort of sleep. A sleep filled with bizarre dreams and anxious restlessness. He woke slowly, spending a few minutes refusing to open his eyes in the hopes that he would fall back to sleep again. His eyes slid open and struggled to adjust to the darkness. He shifted a little and cringed when the crinkling sheets broke the silence. But, it wasn't silent, he realized suddenly. He could hear something very faint, singing? Spencer rolled over and looked for Billy. The phantom was laying on his back in midair, with his arms behind his head. He had his eyes closed and was singing very softly. It sounded kind of… sad, Spencer realized. He strained to try and catch the lyrics, managing to tune in mid-line,

"- to you dreams

If I should die before you wake

Don't you cry, don't you weep

Nothing's ever yours to keep

So close your eyes; go to sleep"

Billy's singing built up a bit with the last two lines, his voice becoming louder, but still just a whisper. Once he'd stopped the room became almost tangibly silent.

"Did you write that?" Spencer asked suddenly, breaking the growing silence. Billy's eyes shot open and he looked down at Spencer in surprise.

"No, I-" Billy looked back up at the ceiling, "I don't usually even listen to things like that. I don't know what made me think of it now…"

"What about the other song?" Spencer asked.

"The one I sang before you fell asleep?" Billy asked. Spencer nodded, wondering if that implied Billy had been singing all night. "Yeah, that one was mine."

Spencer flushed a little, feeling that the conversation, and the whole night, was rather awkward, "I liked it."

Billy looked down at him for a moment. A big, stupid smile spread across his face and Spencer felt the whole atmosphere of the room shift back to normal, "Hey thanks, bro. No one really paid much attention when I wrote songs like that."

Spencer smiled and found that his eyes now felt very heavy. He began to drift off to sleep. He thought he heard Billy start singing or humming again, but perhaps he'd just begun dreaming already.