A/N: Okay, this is pretty old, but out all of my old stories, it's also one of the few that I liked how they came out. I figured I'd kick off this fic by putting this one here! Sorry if it's not spectacular; I did try. XD Enjoy!

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She was feeling brave.

So today she was going to tell him.

"Two-Brains?" she asked, and he looked up curiously from his immense grilled cheese sandwich.

"Mm-hm?" he asked, muffled. He furrowed his eyebrows and held up a finger in a just-a-moment sign, then turned away slightly and gulped down his huge mouthful. He shook his head a bit and grinned. "Sorry, what's up? Grilled cheese so good you're at a loss for words?"

She chuckled almost guiltily, glancing back down at her own sandwich. It wasn't that weird to be having an impromptu lunch with a villain, but the grilled cheese brought back memories. Nonetheless, she frowned with a playfully haughty air.

"I am never at a loss for words," she kindly reminded him with a dignified huff. He snorted, but all her mind would say to her was lie.

"Except now," he replied with a knowing smirk, raising an eyebrow. Darn it darn it darn it! He didn't know, did he? Oh, it was going to be weird telling him this. But she had a feeling that deep down, he already knew what was happening to him. She was really the one who needed told.

"Neeeope," she replied quickly, glancing up at the ceiling in a casual, friendly way. Lie. He chuckled and went for another bite of his sandwich, so before he continued their little debate again, she spoke.

"Two-Brains..." she began for the second time, trailing off.

"Yeaaah..." he imitated, raising and lowering his eyebrows while trying to hide a smirk. She giggled, but almost guiltily, her own tone sobering herself as she tried again.

"It's... Well, I've just been meaning to say, uh... well..." She scratched the back of her neck, not meeting his gaze. "...I-I just mean... You... you do realize that, well..."

"Well what? C'mon WordGirl, it's socially acceptable to talk over lunch; you know that. What's the matter?" His tone was teasing but relaxed. Almost genuinely curious. Her doubts about her thoughts were disappearing, but she didn't want to ruin... this.

"It's just... I mean, you probably realize, but..." Why was this so hard?

"WG, you know I don't bite." Well, he might if he took this the wrong way, she reasoned. "Out with it!"

Fine.

"You barely seem evil anymore!"

He looked at her, and blinked, and his sandwich drooped in his hands until it touched his plate. His gaze was emotionless, and she couldn't tell if he was surprised or completely the opposite. She squirmed under the scrutiny, heart thumping, and tried to backtrack.

"I mean—no offense or anything—you just haven't tried to pull off anything bad for a while, and you've given me advice sometimes, a-almost like you used to, and here we are having lunch—"

"I know."

His tone was brisk, and emotionless, and it scared her. She didn't look at him. She liked having lunch with him. She liked being almost-friends again. She sort of missed the old Two-Brains; the sinister, sarcastic, silly one who wasn't so warm and calm and friendly like she always remembered Boxleitner being. She missed the old Two-Brains, really—it was a whole lot less confusing wondering how to feel about him. He was evil and she wanted to fix him. But now that he was so—so steady and kind again, she almost couldn't bear how blurred the lines were.

She wanted things to be black and white again, but they weren't.

And now she didn't want to go back.

Her thoughts ran circles around her for a minute, a minute that was otherwise silent. When she finally found the courage to glance up, he'd dropped his own gaze to the table in front of him, and he looked hollow, and somewhat drained. She bit her lip and looked away again, but he just let out a quiet breath.

He finally broke the silence between them. "You have any idea how long it's been since this old thing glowed?" he asked suddenly, poking the mouse brain as he stared at her. She shrunk under his gaze.

"...A... while?" she offered hesitantly, only now trying to recall when last she'd seen it doing something. New Years? The cheesteroid incident? Both of those happened months and months ago. What... did the mouse brain do if it wasn't throbbing or glowing?

Two-Brains snapped her out of her thoughts. "Darn right a while. And when it does do anything, it's an incident few and far between." He paused for a minute to sip his orange juice. "Mice get old quick, WordGirl. Real quick. He's been resting."

"Resting?" she repeated, confused and not exactly seeing it. "Like... his brain's asleep?"

He shook his head, shifting his weight slightly and crossing his arms on the table. "His brain's not asleep, exactly. Your brain never really sleeps. It's like I said. He's resting."

WordGirl was silent as she looked down at her half-eaten sandwich quietly, still too jumbled for words. She had so many questions she was trying to ask, and he wasn't answering any of them. Seeing she wasn't going to reply, Two-Brains spoke again, though he looked tired from thinking about this.

"...He's been taking a break," he elaborated, his gaze falling to the table again. "Not to mention we all mellow out a little as we age. He's been quieter. Not telling me what to do. They left me to my own devices, I guess," he finished quietly, grabbing the straw in his juice and absentmindedly stabbing the bottom of his glass with it.

WordGirl wanted desperately to know if 'they' meant who she thought it meant, and what really happened to him, but nothing came out. She sat silent until her mouth formed a few words. Words that she knew could land her in heaps of trouble, but she felt like this would be the first and last time she would enter into such a quiet, trusting conversation with the doctor, so she said them anyway.

"...And... when... when they left you to your own devices... you only stole things because you think it's your thing?" she suggested, very hesitantly, before elaborating. "...You like cheese, and you're a villain, so you feel obligated to steal it?" You don't really want to be a villain?

He didn't comment on how she changed tenses halfway through the sentence. He just stared lifelessly at the floor, looking for all the world like someone had poked a needle-thin hole in his balloon.

"I... I like to think there's more to it than that," he offered, with little conviction in his voice, head bowed a little and arms folded on the table. He was silent after that, and she shifted slightly, her nerves only slowly untwisting themselves from their tight bundle.

She opened her mouth to say something, flinched and shut it again, and finally just glanced up at him. "...You like to think?" she repeated, getting a sinking feeling that she might not get an answer.

Two-Brains was utterly silent, staring distantly at the floor. Her manners and common sense told her to back off the subject a little, but all she could bring herself to do was look at him. His back was bowed, his shoulders slumped, and he looked altogether like a man tired beyond his years. He could hardly have been a day out of his twenties by now, and he'd already endured more and built up a greater name than any older man she could think of.

On top of it all was the mental stress that still flickered in his eyes. She wanted to believe her old friend was in there. She wanted to believe that Dr. Two-Brains was just another villain that needed defeated, and that without that pesky mouse brain he would go back to being the Doc. But somehow, her heart yanked at her mind, giving her another, terrible idea that she refused to accept.

The man in front of her was still the man she'd for so long known, only changed and twisted into a new form.

There was no separation anymore. Two-Brains was a corrupted Boxleitner.

She grimaced and put her hands over her ears to block out the thoughts.

No. It couldn't be true.

But when he finally brought his gaze back up to her, with such a hollow, drained, desperate look in his eyes, she looked quickly away, nearly having to stifle a sob. He was hurting. He had no answer to her questions. He didn't know who he truly was, at least in terms he could understand. Her nervous curiosity had dug him open, uncertainty and all.

It hurt her, too—her friend being her enemy and her enemy being her friend. She didn't know what to think anymore. So when she suddenly looked back up, giving her an overwhelming notion that he was somehow reaching out through that longing, empty stare of his, yearning a connection he knew he could never have, she met his eyes tentatively, locking gazes with him.

And she reached back.

Something very strange seemed to click just then, and a bewildered, tired man began to pour out his heart to his faithful old friend that bleak, stormy afternoon. The hands of the clock made their rounds again and again as he talked, but she stayed and had no desire to leave.

He gave her the tale that she had for years longed to hear.

And she listened.

And she understood.

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A/N: *falls over* I tried xP

I'm not exactly sure why TB and WordGirl is my BROTP for this show (probably because they're my two favorite characters!), but I just really like their dynamic! And the fact that they used to be really good friends. The tale of Steven Boxleitner is a sad one... *le sigh*