A/N: First, many thanks to Kispexi2 for all the wonderful help betaing this! It's a better story thanks to you! Any errors that remain are strictly mine. Second, this is my first attempt at fanfiction in any genre. It's been fun writing it, and I hope everyone enjoys reading it. Last, feedback is much appreciated!

Oh, yea, DISCLAIMER--don't own it, never did, never will, just having fun playing.

MEMORIES

In the moment between sleeping and waking, he knows he is content--more content than he has ever been--but he doesn't know why. As the shroud of sleep lifts, and he feels the warmth of another body radiating on his back and the weight of an arm across his waist, he remembers and wonders how he could ever have forgotten. In no hurry to leave the warmth of their bed, he smiles as he remembers.

He remembers the first time he saw this man who now means so much to him. As he'd watched his belongings and River's cryo-chamber being loaded on the ship, he'd wondered if he'd made the worst mistake of his life when the captain came swaggering up to his ship. In that brown duster of his, with the pistol on his hip, he'd looked like one of those disreputable outlaws portrayed in old vids from Earth-that-was. They took an immediate dislike to each other. A situation that wasn't improved when it was discovered that he was a wanted man, nor when he'd used Kaylee as a pawn in his desire to escape the Feds. It had taken him a long time to live that down, but eventually everyone had understood his reasons and forgiven him.

He remembers when River came out of her cryo-chamber too soon, and how the captain thought she'd been sold into slavery. It's funny now, but then--no, absolutely not. His sister had always been the one shining light in his life, and what the Alliance had done to her had been almost more than he could bear at times. But every time he'd been at his most despondent, the captain had been there encouraging him. Of course, sometimes that encouragement had taken on the form of shouting, but it had worked. Now it seems that the captain understands River better than he does. Maybe because he doesn't have all those memories of how she used to be, but only knows her as she is. It's good that River has someone who understands her cryptic ways, and he doesn't begrudge the captain the rapport, he just misses his baby sister.

He remembers how his opinion of the captain gradually changed. At first there was that whole disreputable outlaw thing. But when he'd returned the medicine to the people of Paradiso, it had shown him in a different light. Soon he began noticing other instances of the captain's chivalry. How, even though they constantly sniped at each other, he always knew where Inara was going and when she'd be back. How he worried when she was even a little late. How he tried to protect Kaylee from the harsher aspects of life on the Rim. How he let Yo-Saf-Bridge go, even though she'd threatened the safety of his crew--twice. He really had a soft spot for the women in his sphere of influence! Even now, he tries so hard to help Zoë work through her grief, tries to bring joy back into her life with his stories and jokes. And, Tianna, what a sense of humor the man has. His own humor tends to the sarcastic, which not everyone understands; but the captain can be downright psychotic. And when he smiles it can light up a room like nothing else in the 'verse.

He remembers when the captain returned to Jiangyin to rescue him and River. He'd expected to die that night, never expected to see the captain or Serenity again. So when the captain appeared, he'd been so stunned and relieved it had been all he could do to get down from the pyre and back on the ship. And when he'd asked the captain why he'd come back, and had been told because he was part of the crew--well, he'd been overwhelmed. He'd felt like he was finally accepted, no longer an outsider, and it had been the best feeling he'd had in far too long.

He remembers the first time he called the captain by his name. They were on Higgin's Moon, and he'd finally been allowed to go along on a job, but he'd been so nervous he'd almost messed it up big time. Rather than go with the rest of the crew to set up the meeting, he and Kaylee had stayed in the bar getting drunk on mudder's milk, indulging in a light flirtation, and keeping an eye on Jayne so he wouldn't make any more trouble than he already had. They'd been so drunk they'd just fallen asleep right there in the bar. When the captain had found them the next morning, Jayne had been nowhere in sight and he'd been wrapped up in Kaylee's arms, having an erotic dream about Mal. He'd been so embarrassed he'd just blurted out Mal's name, but Mal hadn't seemed to care or even pay attention. Kaylee, though, had been another story. Whoa, had she been mad! She's so darn cute when she's mad! Too bad things hadn't work out with her in the end. She hadn't been able to keep from putting him on a pedestal, and he'd kept falling off. They'd finally reached the conclusion that they just weren't meant to be anything more than good friends. It had been nice for a while, but if they'd stayed together he wouldn't be where he is now--where he's wanted to be for a very long time.

He remembers all the times he nearly lost Mal forever. When he was captured and tortured by Niska. When Jubal Early tried to kidnap River. When the engine blew, on his birthday of all days, and they all left Mal alone on Serenity. When Mal fought the Operative. And so, so many other times. It had finally been too much, and last night he'd known he couldn't keep his feelings to himself any longer. He had to tell Mal how much he now meant to him. He knew how Mal always walked the ship after everyone else had gone to sleep, so he had just waited patiently in the common room.

He remembers drinking his tea and reading the latest medical journal while waiting for Mal to complete his rounds. When Mal had walked into the common room, he'd put down his journal and offered him a cup of tea. They had sat in companionable silence for a few minutes, just relaxing and enjoying the silence. Just as he had gotten up his nerve to speak, Mal had reached over and touched his face. It was just a gentle caress, but when he had looked into Mal's eyes, all the longing in his was reflected there. He had leaned in for a kiss--the sweetest, most tender, most passionate kiss he'd ever experienced. When they'd come up for air, Mal had taken him by the hand, and by mutual consent they had walked to Mal's bunk.

He remembers the night of passion and love just passed. He smiles, turns in Mal's arms, and looks into the bluest eyes in the 'verse.

"What're ya smilin' about?"

***

In the moment between sleeping and waking, he knows he is content--more content than he has ever been--but he doesn't know why. As the shroud of sleep lifts, and he feels the warmth of the body he is holding, he remembers and wonders how he could ever have forgotten. In no hurry to leave the warmth of their bed, he smiles as he remembers.

He remembers the first time he saw this man who now means so much to him. He was returning to his ship after another meeting with Badger that had gone wrong, as they most always did. Danged if he could figure out why he kept going back to that double-crossing hundan. Anyways, there'd been this fancy-dressed dude watching his belongin's bein' loaded onto his boat. Fella looked like he'd just stepped off one of the Central Core planets, probably as green as grass, and uppity with it. "Tianna," he'd thought, "it was going to be a long trip to Whitefall, and then Boros, before he could off-load this passenger." Course, havin' a Fed on board lookin' for escaped fugitives hadn't helped. Nor had Patience. Nor the Reavers. Nor Kaylee gittin' shot. Nor the doc threatenin' to let her die if we didn't run when the Alliance showed up. Felt good to hit him that day, twice, even though he hadn't actually deserved the first one. Made up for him usin' Kaylee as a pawn.

He remembers when he got River outta her cryo-chamber too soon, and she scared the bejazus outta him when she screamed. It's funny now, but then--no, absolutely not. Thought Doc Fancypants was sellin' her into slavery, or maybe buyin' her his own self. Turned out she was his sister, and had been done wrong by by the Alliance. Sorta got his dander up, so he let 'em stay, steada droppin' 'em off at Whitefall or Boros. Doc's done everythin' he could for that girl, and she does seem to be some better. Still morbid and creepyfin' at times, 'specially when she's in attack mode, but his Albatross seems to have a rapport with him that's missin' with her brother. Don't know why that is. Maybe cause he accepts her for what she is, a troubled soul tryin' to find her way in the 'verse. Much like himself.

He remembers how his opinion of the doc gradually changed. At first there was that whole Doc Fancypants thing. But when he'd seen how dedicated the doc was to his sis, well… And then, too, he'd fixed up the crew time and time again, without too much complainin'. He'd handled himself well with that job on Ariel, even if he didn't catch onta Jayne right away. Then when he did catch on, handled it his own self in his own way. Then there's the way he's always ready with a smart ass remark, no matter what the situation. Somehow, gotta admire a man who can use his wits steada his fists to fight. Not that he can't use his fists when necessary. And when he smiles, it lights up a room like nothing else in the 'verse.

He remembers when he returned to Jiangyin to rescue Doc and River. Didn't know what he was gonna find. Sure hadn't expected to find Doc sacrifin' himself like the lamb in that Bible of Shepherd Book's. Knew then just how brave and dedicated and downright stupid the man was. When he'd asked why they'd come back, couldn't tell him the real reason, just that he was crew. Look on Doc's face 'bout brought him to tears. Had to turn away quick-like so's he wouldn't notice.

He remembers the first time Doc called him by his name. They were on Higgin's Moon, and he'd finally let him come along on a job. Doc was so nervous he'd almost messed it up big time, but he'd been so gorram cute. Kaylee'd thought so, too, so he let 'em stay in the bar and watch Jayne--hopin' to keep 'em all outta trouble. When he'd found 'em the next morning, Kaylee and the Doc sleepin' in each others arms, his shirt half undone…had to fight to get himself under control before he woke 'em. Doc'd been so flustered he'd stumbled all over himself tryin' to explain to "Mal." Pretended not to notice as he'd proceeded to dig a hole so deep with Kaylee thought he'd never get out.

He remembers the night with Nandi, and how it all went wrong the next mornin'. He'd hoped he and 'Nara would comfort each other after that, but it had taken the horror of Miranda before they'd actually tried. Even so, it hadn't been right. Somethin'd been missin'. He wanted what Wash and Zoë had had, but hadn't found it there.

He remembers all the times Simon, not Doc--never no more, has patched him up, 'specially the times he was almost a goner. When he was captured and tortured by Niska. Still can't hardly tell where he stitched that ear back on. When the engine blew, and he made everyone leave him alone on Serenity. Amazin' they got back to him in time on that one. When he fought the Operative after Miranda, and everyone else'd fought the Reavers. Seein' Simon so bad off then 'bout tore him in half, but then Kaylee'd made her move, and he'd had to wait again. Glad they'd had a chance to see if they'd make a good fit for each other. Glad, too, that it didn't work. Sounds selfish, but Kaylee'll find someone else. Not sure he ever woulda. It had finally been too much, and last night he'd known he couldn't keep his feelings to himself any longer. He had to tell Simon how much he meant to him, and had for so long.

He remembers makin' his nightly rounds, makin' sure everythin' and everybody was secure for the night. When he'd walked into the common room, it'd been like Simon was waitin' for him. He'd put down his readin' material and offered him a cup of tea. They'd sat in silence for a few minutes, just relaxin' and enjoyin' the quiet. Simon'd looked like there was somethin' on his mind, so he'd reached over and touched his face. It was just a gentle caress, but when Simon looked into his eyes, all the longing he felt was reflected there. He had leaned in for a kiss--the sweetest, most tender, most passionate kiss he'd ever experienced. When they'd come up for air, he had taken Simon by the hand, and by mutual consent they had walked to his bunk.

He remembers the night of passion and love, yes love, just passed. He smiles as Simon turns in his arms. Looking into the brightest eyes in the 'verse, he thinks maybe he's found what he's been lookin' for.

"What're ya smilin' about?"

"Memories."