It was too late for her to be sneaking around the boat. Which meant it was much too late for her to think about waking up the Captain, just so she could get a few things off her chest. The only problem with the situation was that she wasn't thinking. She wasn't thinking when she opened the door to his bunk and climbed the ladder down. She wasn't thinking when she shut and locked the door behind her. And she certainly wasn't thinking when she pulled back Mal's blankets and crawled into the bed.

He'd been asleep. A deep sleep where he'd dreamed he got a job that set them for life. The boat had been completely renovated and he let Kaylee paint flowers everywhere. Everything was sparkley and shiny and new, welcoming and bright, but she was still Serenity. And the better part of his dream, the part that was being interrupted by a shift in the mattress, was the part that included him starting fresh √ giving up his life as a petty thief and settling for dropping off medical supplies to the border planets and giving folks rides to wherever they needed to go. He'd never considered that as a life, just giving into the Alliance and letting them dictate what jobs he got. At least, he'd never considered it until Inara had joined the crew and gotten under his skin.

But before he could bed her properly, he was stirred from his slumber by a gentle hand on his back. He wasn't dumb enough to think it was Inara (though he'd had a split second of hope). The hands were too course, too worked to be Inara. He'd always imagined she'd be smooth and soft and delicate all over. And the hand was too small to be Zoe's. He wasn't entirely certain that River wouldn't slip into his bed, but he was better off guessing that it was Kaylee - this wouldn't be the first time she'd come running to him after Simon said something less than perfect.

"Ai ya, hwai luh, Kaylee! It's in the middle of the gorram night!"

"Well, I know that, Cap'n. But I was really needin' someone ta talk to." Her voice wavered every so slightly, as though she was scared he might actually make her leave before she got to speak her piece, but Mal knew better than that, too. She was more scared he'd just go back to sleep because he couldn't often deny Kaylee what she wanted, but he was a very big fan of sleeping.

He rolled over to face her, readjusting his body to slip an arm under her while his other fell to her hip. If she needed to talk, she most likely needed someone to hold her and tell her everything was going to work itself out, and he didn't exactly mind being the one she ran to for that.

"Alright, Little Kaylee, you tell the mean old sleepy man what you've gotta say. I'll try to stay awake."

His voice was husky and rough from sleep and he cleared his throat, fluttering his eyelids in an effort to wake up a bit. His clock across the room caught his gaze and he nearly shook her when he realized exactly how late it really was. If she took her usual half-an-hour to talk everything out, he wouldn't get back to sleep before he had to get up and start his day. His jaw began to set, but the moment his eyes dropped back to her and he realized she was close to tears, he melted. She always did have that effect on him.

"You think Simon likes me?"

"Wuh de tyen, ah. This about him again?" He asked, his tone somewhat abrasive. Kaylee didn't flinch, but her expression didn't change, either. She was waiting for him to answer the question. Mal released a sigh and closed his eyes for a moment, pulling her a little bit closer to his chest. "Of course he likes you, mei-mei. Anyone with two eyes can see that, plain as day."

Kaylee snuggled against Mal's chest, her face pressed to the crook of his neck, inhaling him slowly. He was a comfort to her. He had been since the day he'd caught her crying over a letter from her folks and told her she shouldn't waste her tears, that he and Serenity were her family now. She took it to heart. He really was like the brother she'd never had.

"Well, then how come he ain't so much as kissed me yet? I've tried everythin', Mal, and he just runs for cover the second I touch him. Like he's repulsed and he's gotta go wash the engine grease off of him."

He could feel her voice, rumbling in her chest, against his chest. And what he felt more was the very acute pain she was feeling. She was confused and hurt and probably a little angry because she didn't understand Simon. A smile curled his lips and he gave her a squeeze, his head dropping to press his cheek into her hair.

"He's scared, is all. He wants you and he ain't sure it's such a good idea. He probably ain't never wanted a girl much as he wants you before. Give him time. He'll get over it."

And she thought she'd been confused before. Her brow furrowed and she tilted her head, trying in vain to get a glimpse of his face. She wasn't sure if he was still talking about Simon or if he'd slipped into admitting how he really felt about Inara. It was one of those things - everyone on board knew how the two of them felt, but neither one of them would ever admit it.

"Scared of what? Of intimacy? Nudity? Sex?"

Mal cringed at how easily she said those words, with a hint of disdain - as if no one could possibly be scared of those things. He knew she was old enough to know about them, experience them. Hell, they met while she was in the middle of it! But he always liked to pretend that she was innocent. The way a father likes to pretend his daughter doesn't even know the word "penis", even after she's grown and married.

"Scared of you, boa bay."

He said it so simply, like it was something everyone knew. Like being scared of Kaylee was a normal, natural thing. This only added greater depth to her confusion.

"Scared of me?" She asked, her voice raising a pitch to reveal how incredulous that sounded to her. "How can anyone be scared of me? I'm the least scary person that ever set foot on this boat. I'm the only one too coward to use a weapon. I'm the only one ain't never fathomed killin' another person. And it ain't like I can read minds and glimpse someone's inner thoughts. I'm just...well, I'm just..."

Her voice trailed off. But where there would have been silence, the bunk was soon filled with Mal's chuckles. He obviously found her amusing, but it only began to infuriate her. She had come here asking for his help and he was laughing at her!

She untangled herself from him and sat up, shooting him a glare that instantly stopped all of his laughter. It even sent the sparkle in his eyes into hiding. He sat up as well, slowly, and scooted over to her, his hands gently cupping her face and maneuvering her to look at him.

"You're just beautiful and sincere." His voice was low, soothing and fatherly. He was hardly ever like this and Kaylee instantly felt all her anger melt away. "You don't need to use a weapon to completely disarm a man, Kaylee. You smile and the room lights up. You make a man feel as though he's the strongest, most handsome man in the 'verse. You make his heart drop to his feet and you send him spinnin' 'til he can't tell which way is up. You terrify the poor boy 'cause you look at him like he's your savior, like you're fallin' in love with him. And I'm willin' ta bet he ain't never had no girl look at him like that before."

Her hands moved to cover his and she held his gaze, her lips twisting as though she was still trying to figure out exactly what to say in response. "I'm sure Inara could do all those things to --"

She'd barely gotten the sentence out when he shook her a little, just enough to jolt her out of what she was saying. His eyes were a bit fierce and she saw the determination in them - determination to make her listen to him, instead of trying to prove him wrong.

"Inara can't do them things the way you can. 'Cause everybody knows when Inara looks at a man with a smile bright as yours, she's just playin' him ta get what she wants. Kaylee, you ain't got no ulterior motives. The good doctor ain't used to that. 'Cause them girls back on the central planets, they're all like Inara. You're foreign to him and he don't know what to do."

Kaylee bit back the urge to defend Inara and let a silence hang between them. She wanted to tell him how wrong he was about Inara smiling, especially when she smiled at Mal, but she knew he wouldn't listen. He never listened when it came to her. Very slowly, she lowered her hands from his, tilting her head to the right and snuggling her face into his palm.

It took that simple little motion for the tension to dissolve from his body. He'd finally got through to her. His right hand dropped from her face, while his left cupped her cheek, his thumb rolling gently over her flesh. When she pulled away and flashed him a smile, he couldn't help but smile back, letting the warmth she caused spread through his chest and well up his heart with pride. He could help people after all.

"You should get to bed, youngster. Got a big day in the mornin'."

She exhaled slowly and began to look a be deflated. "I was hopin', maybe you'd let me sleep in here? With you? Don't much like the idea of goin' back to a cold, empty bed."

Had anyone else asked, he would have laughed ruefully and tossed them up the ladder and out of his bunk, but this was Kaylee and he knew he was in trouble the second she let that smile grow on her face.

"Fine. But you lay still and be quiet. You keep me awake and I'll hang you in the corner, by your toes."

She released a giggle and lowered herself to the mattress, pulling the covers up over her shoulders and snuggling her face into his pillow. He shook his head and stretched out next to her, again slipping an arm under her so her head was pillowed by his bicep, which allowed him to steal back his pillow.

"Cap'n?"

"Huh?" He grunted this out, using his unhappy tone to let her know she was one step closer to being in the corner, as promised.

"How come you didn't ask Inara to stay?"

He ignored the question and countered her with one of his own, obviously hoping to get her on a different subject. If he just told her to shut up and go to sleep, she'd keep pressing the issue and Inara wasn't something he wanted to be chatting about.

"How come you came and talked to me, instead of someone else in the crew?"

His tactic worked. He realized that the second she opened her mouth - even before she started talking. Her eyes took on a less serious look and she responded softly.

"'Cause I wanted a woman's opinion on the matter."

It took him a good three seconds for her jab to register. But, by the time it did, he just started laughing, instead of threatening to hurt her. She smiled up at him and hid a yawn with her hand, shifting her body to make her a little more comfortable, but allowing herself to stay in his arms.

"'Night Kaylee."

She pressed a chaste kiss to the underside of his jaw, since it was the closest to his cheek she could get from her position and, since she'd just gotten very comfortable, she wasn't in the mood to move.

"'Night Malcolm."

Her voice was drowsy, soft and barely above a whisper, but he heard her. And not a minute later, he heard her breathing even out and slow down, a tell-tale sign she was asleep. With a twinge, he couldn't help but wish that he was holding Inara in his arms, listening to her sleep, instead of Kaylee.