Finally, my first shot at some Charoix! And despite all the anime is doing to us, this fic is all fluff! A miracle.

Disclaimer: I do not own Little Witch Academia.

Beneath Our Memory Tree

"Meet me at the usual spot at lunchtime!"

"Chariot, we really aren't supposed to-"

"Okay! See you there!"

And before Croix can so much as get another word in, her energetic best friend is already skipping off down the hallway. With a sigh, she watches her go for as long as possible, then turns and heads back to her classroom.

They aren't allowed to spend their lunch hour outside until springtime, and technically that isn't officially for another week. But the weather is already warm enough, and they've broken this rule so many times by now that breaking it again wouldn't make much of a difference.

And besides, there's no way Croix can say no to her.

No matter how many times Chariot's tendencies have gotten even a star student like herself into trouble, Croix never gets upset with her. There's just something about Chariot that draws people in to her, and no one more so than Croix.

Therefore, when lunchtime finally rolls around, Croix only stops by the cafeteria briefly to pick up a cup of noodles. She eats them quickly before slipping out unnoticed, telling her teammates she has an errand to run on campus. Which isn't really a lie.

She maintains a brisk pace as she's going through the hallways, but no one stops her. As soon as she reaches the doors, Croix pushes through and into the outside world.

She sets herself on route to hers and Chariot's secret spot, though it really isn't all that difficult to find. But they've occupied it more than enough times to essentially claim it as their own.

She wanders past the courtyard, where the decorative shrubs and bushes are just beginning to blossom, their petals opening up inch by inch to reveal purple, pink, and yellow flowers.

Croix had never really been one to enjoy the outdoors – or anything else really – before she met Chariot. She still isn't the biggest fan of direct sunlight for too long, though.

Which is why Chariot had specifically selected a shaded grassy hill beneath a giant blossom tree to be their secret spot. Especially now, with its flowers all beginning to open up, it covers the entire surrounding area in plenty of shade.

As soon as the tree is in sight, Croix doesn't even spare it a second glance in all its beauty. Her eyes go automatically to Chariot.

She's sitting there with her back to her, gazing longingly and adoringly out over the open fields and forests beyond.

No doubt daydreaming. She's always daydreaming.

Croix pauses for a moment simply to admire her. But not for too long, because they only have so much time until the lunch hour is over.

So she begins making her way across the small field, her shoes causing the grass to sway softly. As soon as Chariot hears her approaching, she turns her head back, a huge smile already in place on her lips.

"Croix!" She jumps up to her feet and scurries over to grab her senior's hands. "You came!"

Croix fights off a blush as best she can.

"Of course I came. I always do, don't I?"

"Well, most of the time. Come on, let's sit!"

"You were just sitting. You didn't have to come over here to get me..."

"But I wanted to!" Excitedly, Chariot tugs on her wrists, guiding her friend over to the tree's comfortable shade. She coaxes Croix to sit down beside her, then presses up against her side. "It's so much nicer with you here," she sighs.

Croix adjusts her glasses on her nose.

"You'd enjoy being here with anyone..."

"That's not true!" Chariot defends. "Not just anyone! Maybe I'd still enjoy it with some people, but I enjoy it the most with you! This is our spot, Croix! Our memory tree!"

Her earnest eyes are burning into Croix's, and she has to look away.

"Y-Yeah, all right..."

With a triumphant grin, Chariot snuggles up against her again.

The times when they come here are some of the few times Chariot is ever quiet. Croix has come to understand it's because this is the only place they can really be alone and enjoy one another's company.

She can't remember when it was exactly that she started getting accustomed to sharing physical contact with her. But it had been such a gradual, effortless process that she hadn't even noticed.

When she'd first come to Luna Nova, she'd never allowed anyone to touch her when it wasn't absolutely necessary.

And now here she is, willingly reaching her arm out to drape it across Chariot's back. The redhead sighs happily and snuggles close.

"How were your classes so far today?"

"Same as always. How about you? Have you gotten in trouble yet today?"

"No I haven't, for your information!"

"I guess it's only a matter of time..."

"Hey!" Chariot paws at her, a heavy pout on her cheeks.

Croix laughs. That's another thing she hadn't ever really done until she'd met her.

Chariot turns red at the sound of her laughter.

"Hey! Croix, don't laugh, you big meanie!"

"Maybe I wouldn't be so big if you actually learned how to grow."

"Heeeey!"

Croix laughs even harder as Chariot takes more and more feeble swipes at her. Chariot gets the idea of revenge in her head and quickly flashes out her hands to poke the taller girl in the side. Croix all but shrieks with surprised laughter as Chariot beings to tickle her.

"H-Hey! Quit i-it!"

"Croix! You snorted! You snorted!"

"I did not!"

Chariot begins to laugh too, tickling Croix as much as she can to make her snort more and more. Croix swats her away, grabbing her hands to restrain her.

After a moment they fall silent again, leaning against one another. They look out across the scenery, at the bushes and trees that are just about to start blossoming.

Croix lets out a small yawn. Chariot nudges her.

"Croix, did you not get enough sleep last night? I always tell you you study too much."

"It's fine."

"But we have some time now!" Chariot straightens up, folding her legs beneath her and patting her lap invitingly. "Come on! Lie down!"

Croix gives her a puzzled look.

"You can't be serious."

"I'm definitely serious! Come on!" Chariot pats her lap again, smiling. "I'll help you relax, I promise!"

Croix grimaces - and yet that's all it takes for Chariot to convince her.

Damn, I've really got it bad...

Heaving a sigh, she turns herself so her back is facing Chariot.

"Fine, but just for a minute. Don't let us be late for class."

"I won't!"

Chariot rests her hands on Croix's shoulders and gently pulls her down until her head rests comfortably in her lap.

Croix all but freezes, not knowing what to do with her hands or her eyes. She's never seen the world – or Chariot – from this perspective before. Those shimmering red eyes shine down at her along with a smile brighter than the sun.

"Well? Comfy?"

Croix's voice comes out as a wheeze.

"Yeah..."

"Good! Now close your eyes!"

"Huh?"

"Close 'em!"

"Fine, fine..."

Croix does as she's told and closes her eyes. Maybe this is better anyway, so she won't have to look at her directly.

She'd assumed Chariot would simply let her rest her eyes for a few moments like this.

But to her surprise, she feels two small hands beginning to run through her hair, soft fingertips caressing her cheeks. Croix doesn't know what kind of expression she's making, but it's one that makes Chariot giggle.

"Croix, your face-"

"S-Shut up!"

She can feel the blush for herself, but refuses to open her eyes.

She also refuses to leave.

Chariot continues giggling from above her, her laughter sounding like the song of an angel drifting down from the heavens. Her hands continue to stroke slowly across her best friend's cheeks, petting through her hair.

Sure, Chariot has cupped her cheeks or patted her back or insisted to brush her hair for her before.

But she's never done anything quite like this.

With any luck, they can make it a habit.

Croix knows she would never allow anyone else in the world to do this to her. Only Chariot.

She loses track of time while Chariot continues to relax her, humming a little tune here or there. A warm breeze dances around them, slipping through the grass and gliding across their skin.

Croix admittedly feels her conscious beginning to slip...

"Chariot... don't forget about class..."

"I won't~"

Maybe Croix naps just for a moment. She can't be sure.

But the next thing she's aware of is Chariot's fingers changing course. Rather than stroke along her cheeks and temples, they now hook carefully onto her glasses. Croix feels them being pulled off, hears the click as they're folded and put aside.

Slowly, she opens her eyes and looks curiously up at her.

"Chariot-"

"Shh!" Chariot presses her index finger to Croix's lips as best she can from this position. "Close your eyes!"

All Croix can do is roll her eyes and comply.

She feels Chariot remove her finger, and for a moment, nothing happens. Croix is about to open her eyes again when she feels her friend adjusting her position.

And then, there's another sensation on her lips.

Something so soft, so gentle, so warm.

Chariot kisses her upside-down in her lap, curling her fingers through Croix' hair as she does so.

Croix can't stop her eyes from flying wide open, a breath stuck in her throat as Chariot giggles against her mouth. A second later, she pulls away and sits up straight once again.

"Well, it's time for class!"

Croix scrambles to sit up, her hair ruffled now despite how much Chariot had smoothed it for her. She doesn't even want to know how red her face is. But when she looks to her friend, she finds a blush on her cheeks as well.

"Chariot..."

"Nope! No time for talking! We're gonna be late!"

Chariot picks up Croix's glasses and hands them to her, then plucks a few blades of grass off her friend's uniform.

With shaking hands, Croix has to try several times to slide her glasses properly back into place before Chariot grabs her wrist and helps her up. Croix is still at a loss.

"Chariot..."

Her friend looks to the side, avoiding eye contact, but she holds tighter to her hand.

"Did you like it, Croix...? Our lunchtime together?"

Croix knows it isn't just the time they'd spent together she's asking about.

She swallows, but returns the grip on Chariot's hand.

"Yeah..."

With a gasp of delight, Chariot turns a beaming smile upon her.

"I'm so glad, Croix!" She bounces up and down in place, then throws her arms around her in a big hug. Croix only just barely manages to return the contact before Chariot pulls away, still smiling.

"Well, come on! You don't wanna be late for class, do you?"

"Ch-Chari-ot!"

Croix is pulled full-force along behind her as Chariot takes off, tugging her by the hand.

Chariot runs as fast as she can, laughing with all her heart.

And as Croix follows, even she begins to chuckle.

"I'm surprised," Croix says. "This place hasn't changed a bit. What did you call it? The Memory Bush?"

"Tree!" Chariot pouts. "Our Memory Tree!"

"Oh, right, right."

"Goodness..."

Even now, ten years later, their secret spot is still just as it had been a decade earlier.

The same tree still stands here, sporting the same blossoms, giving off the same shade from the same sunlight.

Chariot stands beside her now, dressed in a professor's robes rather than a student's uniform, her hair blue instead of red, and her eyes shielded by glass lenses. But there's still a trace of that same smile on her lips.

"Perhaps this place hasn't changed," Chariot says. "But you sure have, Croix."

"Me?" she scoffs. "Look at you, Chariot."

"Ahh, I suppose you have a point... I-In any case, shall we?" She offers her hand up in a casual gesture. Croix shrugs and accepts.

Together, they walk across the little hill, bound for the large, blossoming tree. The flowers are a mixture of light-purple and white, and petals already litter the grass beneath.

They haven't been here together in over ten years.

As they step into the shade of the tree, they simply stand for a moment, side by side, hand in hand. Chariot gives a reminiscent sigh.

"So much has happened since we were last here together..."

Croix continues looking forward, out over the unchanged fields. She says nothing in response, but merely lowers herself down to sit in the grass, pulling Chariot down beside her. Croix crosses her legs, keeping her back straight as she gazes out across the expanse of grass.

Chariot looks at her rather than the scenery.

Croix has changed so much, and so much has happened over the years.

And yet, there are still little things about her that remain unaltered, things only Chariot would ever be able to recognize.

Her posture is still stiff and straight, showing remnants of the strict, serious student she'd once been. Her eyes still have a tendency to glaze over when she's thinking or reflecting.

With a playful sigh, Chariot leans herself against her old friend, just a little.

For a while, they say nothing. They simply look, and think, and feel.

Chariot's cheek rests in its rightful place against Croix's shoulder, and Croix's hand finds its way to the small of Chariot's back.

Ten years...

It's been ten years...

And yet, it feels like only yesterday they were last here, sitting just the same, side by side.

As the moments pass by, more petals drift to the ground. The calming motion of their descent makes Chariot drowsy before very long, and a yawn slips out. Croix tilts her head, shrugging a bit to get her attention.

"Chariot, you've started to work too hard."

"E-Eh? Nonsense..."

Croix knows she could argue with Chariot a bit to make her lie down. But she has a much quicker and more effective method in mind.

Without warning, Croix wrenches her shoulder back, ridding Chariot of the support she'd had only seconds earlier.

"A-Ah?!"

With a yelp, Chariot falls sideways towards Croix's lap. Croix catches her to ease her fall and keeps her there.

"See? Isn't this much better?"

"C-Croix... I'm not sure if we should be-"

"Professors get a break too, you know. You've grown too stiff, Chariot."

She sighs.

"Well, at least I've grown at all..."

"Barely."

"C-Croix!"

Croix laughs, a bubbly, lighthearted sound Chariot has never heard since they'd been reunited, and various things had been resolved. It makes her blush, and she quickly lifts her hands up to cover her face. Of course, Croix notices.

"Oy, are you really being bashful, Chariot? Don't hide it."

"C-Croix-"

All it takes on Croix's part is a simple wiggle of her fingers over Chariot's side.

"Kya-!"

She all but convulses when Croix tickles her, then lightly grabs Chariot's hands to restrain her. Chariot has no choice but to look up into her eyes. Croix leers down at her playfully.

"I have to admit. You're still as cute as ever, Chariot."

Chariot knows anything she says now will only be turned against her. So she looks away and remains quiet. Croix laughs again.

"Silent treatment, huh? All right, fine by me."

Croix rests her hands on Chariot's shoulders, keeping her in her lap. It isn't long before she tugs out the hair tie restraining her tresses and begins playing through her hair.

"I don't think I ever told you," she murmurs. "But I like that you've let it grow out."

Chariot relaxes, just a little.

"I like yours too, Croix. It suits you."

They fall silent for a while.

Chariot trains her eyes on the petals falling all around them, and Croix trains her eyes on Chariot. She tugs her nails gently through her dark blue hair, gradually smoothing it all out until she's satisfied.

Then, her fingers begin to trace along her temples and the sides of her face. The pads of her fingers bump against the legs of her glasses. Croix carefully removes the lenses and puts them aside.

Chariot blinks up at her, her red eyes still as lovely as ever. Croix blushes faintly just looking into them.

"Hey, Chariot..."

"Hm?"

"Close your eyes."

Chariot smiles and does as her old friend requests.

Slowly, Croix leans over her and bumps their lips together.

It's been so long.

Too long.

And yet, it's the most familiar thing in the world to them both.

Croix doesn't linger for long. She eases herself back an inch or so, lifting her eyes partway.

Beneath her, Chariot does the same. She reaches her arms up until her palms cup either side of Croix's face and pulls her back down for another. Croix cradles Chariot's head in her lap and kisses her more deeply this time.

It says a lot of the things words never could, everything from bitter apologies to heartfelt gratitude.

It's the quietest, most tranquil moment either of them has had in ten years.

At last, Chariot withdraws her hands, and Croix pulls away. She supports Chariot and helps her sit up again, then hands over her glasses.

Without words, they take each other's hands and stand.

Chariot reties her hair, then reaches up to pick a few petals from Croix's head. Croix looks away, but knows she can't hide the blush. With a familiar smile and a nostalgic giggle, Chariot turns and begins pulling her back toward the school.

"Now then, Croix. It's time for lunch."

"Right..."

"And you're not having those salty noodles! You need fruit!"

"Huuhh? Chariot, I'm a grown woman-"

"Yes, so you shouldn't have the eating habits of some adolescent boy!"

"Chariooot..."

Croix has no choice but to be firmly dragged back to the school.

But soon, Chariot's giggles are joined by a familiar chuckle.

A/N: I love the idea of these two sort of reversing roles as they grow older. Croix may have been more responsible as a student, but now Chariot is definitely in charge of her health, at the very least. Though she's always been in charge of Croix's heart ;'3

I wanted something cute and nostalgic for these two. Tickles, lap-naps, and upside-down kisses all in one, because the canon puts them through too much pain.

Please review!