Author's notes: My astute beta has NOT looked at this, so forgive any instances of grammatical stupidity or other idiocies.

vvvvvvvvv - represents a change in POV

And now, on to the show…

Always Watching
by animeaddict666

The noise of festival forced him into the alley. He found the laughter too jovial, the lights too radiant, the smells too sweet. The stars were dim, hazy from the leaden summer air. In the murky semi-darkness, the night was closer and the shadows darker.

He found it comforting.

He withdrew further. The clamor faded, dampened by the thick stone walls. He was filled with an alien desire to hide in the darkness. He tried to shake the urge.

He would not run. He would not retreat.

But in the midst of this carefree celebration, he felt insecure. He had failed again. How could he rejoice while doubt clawed inside him?

It's your fault, the monster whispered. Weakling.

"Is that how I should have looked?" said a toneless voice.

Naruto whipped around. He'd been so self-absorbed that he'd failed to notice the intruder's presence. It was difficult to see in the gloom between the huddled buildings, but he glimpsed the faint glow of luminescent skin and a splotch of inky hair against the star speckled sky. For a heartrending moment, he recognized the silhouette.

"Sasu-" The sound had half-escaped his lips when a firework exploded, casting the man's profile in grim relief.

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"Expecting someone else?" Sai queried. Naruto glared and remained silent. Sai repeated his previous question, "Is that how I should have looked?"

Naruto tilted his head and raised blond eyebrows.

Quizzical, maybe? Sai thought. Labeling facial expressions had become a habit. Sai knew he possessed rather lackluster people skills, so he learned by modeling others. And Naruto was a perfect lesson plan - honest, animated, and easy to interpret - most of the time. Naruto's face was an open book, until he thought of Sasuke. Sasuke made Naruto into something more complex to decipher, something filled with conflicting signals and subtle nuances.

His curiosity stirred.

Sai stepped closer. "What do you…" He paused, changing tactics. "How do you feel about Sasuke?"

Naruto's face somersaulted through a dizzying kaleidoscope of expressions. "Right now's not the best, uh…" Naruto scratched his head, the arm of his blue yukata sliding down to reveal a muscled bicep.

"Well?" Sai prodded, impatient for an explanation.

"Geez, how do you just ask that," Naruto grumbled. Sai was full of blunt logic and blissful ignorance, asking questions that made people cringe. Naruto had grown accustomed to such tactless inquisitions; but human emotion was difficult to explain, particularly when dealing with a socially inept ninja who'd barely learned to smile last month.

"Are you lugubrious?"

"I'm what!?"

"Lugubrious."

"What does lurgi… lubig… uris… liga…um…" Naruto sputtered helplessly.

Sai cocked his head and raised his eyebrows, imitating the "quizzical" expression he had categorized earlier. Naruto took a step backwards, disturbed by his teammate's abnormally lively eyebrows.

"What does that mean?" Naruto asked, abandoning pronunciation of the foreign word.

"Lugubrious: mournful or gloomy, especially to a ludicrous or exaggerated degree," Sai recited. "I read it in a book once."

"Do you read everything in books?" A smile was surfacing on Naruto's face, tugging at the corners of his mouth like some insistent child. "Bookworm."

Sai recognized this name-calling as teasing, something friends did. Sai was a natural at teasing, but the practice only seemed to work with Naruto. Sakura did not take well to being called "pancake tits."

"Baby dick," Sai retorted with a skewed grin. It wasn't quite a smirk, but close.

"Hey!" Naruto protested at the familiar barb, but his disgruntled tone was thwarted by his wide grin.

Sai was thrilled, confident even. Being friends wasn't so hard. "Friends?" Sai held out a hastily wrapped package, swathed in plain brown paper and tied with coarse hemp string. He flashed his newly acquired smile.

"You got me a present?" Naruto's eyes were like saucers.

"Friends buy each other presents. I re-"

Naruto waved a hand, interrupting. "Yeah, yeah, in a book." He rolled his eyes and snatched the proffered package with eager fingers, beaming full tilt.

Sai watched intently as Naruto tore at the packaging. His stomach lurched. It felt like falling. Am I nervous? He always had more trouble identifying his own emotions.

The crinkle and rip of assaulted tissue paper abruptly ceased. Naruto's excitement faded into disbelief. A white, half-moon face leered at him from amidst the frayed, brown tissue. He glimpsed triangular ears, a pointy snout, and rounded cheeks brushed with black whiskers.

Red eyes.

"It's a fox," the blond stated in shock, holding the wooden face at arms length. The neglected packaging fell to the dirt.

Sai was confused. Had he miscalculated? Shouldn't Naruto be smiling? Presents were supposed to make people happy. And the book had mentioned that a gift should fit the recipient. Naruto was the kyuubi container, so the gift fit him. It made sense, right?

Right?

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"I bought it on that mission last week," Sai explained. "You know, from the old hermit in Stone Country?"

Naruto opened his mouth, but couldn't take his eyes off the thing clenched in his fingers long enough to form a coherent thought.

"It reminded me of you," Sai said.

Naruto was at a loss for words. Is this a joke?

"I was watching you. You just happened to be walking by that house in the rain, and you stopped to look at it. Remember?" Sai sounded desperate to appease his mute companion. "I thought you must have liked that one, because you just stood there so long, staring in the window and getting soaked…"

That simple. Just a fox mask. Literal and blunt, just like Sai. It was so thoughtful, despite the bad taste.

Sai might be a hopeless gift giver, but this was the best present Naruto had ever received.

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Sai was panicking.

Naruto was crying, tears slipping out like jailbirds from the prison of his eyelashes, but he was wearing a huge, dopey grin. The contradiction was too much for Sai's limited emotional vocabulary. Can you be happy and sad? Is there a word for that?

"I…" Naruto paused to take a shaky breath, wiping the salt water off his cheeks with the sleeve of his yukata. "Thank you."

"What?" Sai's eyes widened without his approval, the shock too great to maintain his calm exterior.

"This is…neat," Naruto whispered, looking at the visage in his hands. "No one really gets me presents. Thanks."

"What do you mean? You have other friends. Don't you exchange gifts?"

Naruto shrugged. "Mostly girls do that. And people usually do it when someone has a birthday." He turned his face back to the noisy festival. "I don't have a birthday," he whispered.

"You were born, so you must have one," Sai argued. Naruto's face was empty, the emotion leaking out as if he was a piece of broken poetry. Sai detested that face. He didn't know why.

Naruto shook his head. "I'm an orphan. I never had a family to celebrate with anyway. No one cares when I was born, and they'll only celebrate when I die." Naruto didn't sound upset. He didn't sound anything. Sai found the detached voice alarming, as if they had somehow switched roles without his consent.

Naruto turned to leave, heading back toward the din of humanity just outside the alley.

Sai felt something heavy on his chest. It was hard to breath. Is this sadness? Pity? He jogged after his teammate and held out a hand to stop him. Naruto turned to regard him; his normally vibrant features were stony and reserved.

"Put it on."

The blond glanced down at the mask, the hint of a grimace touching his lips. Sai thought he would leave, but Naruto relented and grasped the red silk ties on either side of the mask.

Sai watched the transformation with rapt attention. A stranger stood before him: Blond hair fanning above a striking visage; navy yukata clinging to a muscular frame; strong jaw jutting beneath the half-mask. Sai felt that falling sensation again, but it was different this time. Something warm and foreign was crawling under his skin.

"Happy now?" Naruto grumbled. He held his arms out, presenting himself for approval.

Sai trembled. He shook his head, trying to banish the insidious lust that was infecting his mind. He didn't understand feelings well, even at his most perceptive moments, but it didn't take a social genius to decipher the hardness between his legs.

"Well?" Naruto said, sounding impatient and a tad irritated.

"Beautiful," Sai murmured. He didn't recognize the sound of his own voice. The word was rich and heady with emotion, unlike anything he'd ever uttered.

The fox jerked its head in shock, crouching, silk slithering against taut skin.

Sai moved in response to a foreign and bizarre compulsion, brushing his fingertips against the placid mask, seeing Naruto's breathe hitch in response. The consuming emotional fog lifted from his mind. Instinct ruptured years of emotional blockage, and his hands slid over a powerful back, into coarse, blond hair. Pale lips hung barely open, descending to graze along the sloping cheeks and black brushstrokes.

He pulled back, feeling like he'd drunk too much sake. Naruto seemed equally unstable, clenching Sai's biceps and raking runs in his mesh shirt with sharp nails.

Sai looked down, seeking those enamoring blue eyes, but finding only painted wood. He could glimpse glittering irises through the eye slits. At some point, the mask seemed to have lost its beauty, the painted face unexpectedly malicious, almost alive.

He began to hate it.

He reached up behind the blond halo, fumbling with the silk tie. His hands were stopped by an iron grip. Sai took a step back.

"Leave it," hissed a frigid voice. The sound was eerily unfamiliar coming from Naruto's mouth.

Sai glanced down. "Why?" Perhaps direct was the best approach.

Naruto shook his golden mane, growling. The inhuman sound echoed off the stone alleyway.

Well, direct didn't seem to work. Subversive was next.

Sai yanked his partner to him by the collar of his yukata. Naruto's fist flew instinctually, but Sai blocked it easily, countering with a hungry kiss.

Naruto was stiff at first, but soon he responded to the roaming fingers, molding against his unexpected assailant. Sai found kissing reminiscent to riding his painted phoenix, leaving him dizzy and exultant. The electricity humming down his spine demanded more. He slid his hands beneath the silk yukata. Naruto was warm, almost burning. Sai sensed things spiraling out of control, but perhaps it had started that way.

Sai paused, remembering his forgotten objective. His lips fell to his unsuspecting prey's fluttering pulse. Naruto gasped in shock at the attack on his jugular, and Sai discreetly tugged the silk tie free.

The mask fell.

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At some point he'd stopped thinking. It was a blessing really. He'd been stuck in his own head enough lately.

Damn Sasuke.

Sai's lips were on his neck, sucking, and Naruto couldn't even think about not thinking.

Then he felt the mask slip. Panic quickly replaced the extraordinary desire curling in his gut. He struggled, but felt Sai's iron arms restraining him.

It had been easy to give in to Sai's advances, hiding behind that wooden face, feeling slightly detached from his body. Without the mask, Naruto had to guard his emotions, because Sai made it a point to study his face. Every detail. Always. It made him feel like some specimen pinned up for dissection.

"Why?"

Naruto paused, opening his eyes, not realizing he'd closed them when the mask fell. Sai was inches from him, staring: That damn penetrating, analyze stare.

"Why?" Sai repeated.

Naruto knew what Sai was asking, but he played dumb anyway. "Why what?"

"Why do you wear a mask?"

And there it was. Sai, the most emotionally incompetent ninja to ever grace fire country with his presence, had seen through the lie; a lie that had fooled the entire populace of Konoha for over a decade.

Naruto wore a mask.

It wasn't necessarily that Naruto was hiding. He didn't hide. He just wasn't as carefree as he seemed. He just wasn't as brainless as he seemed. And since Sasuke left…he just wasn't as happy as he seemed.

"Why?"

"You're always watching." Naruto whispered, dogging the question.

"I like your face," Sai said.

"Pervert!" Naruto laughed, feeling some of the tension drain.

Sai shrugged. "It's real."

"Huh?" Great. He was confused again. Confused was a perpetual state when dealing with Sai.

"The others aren't the same."

Before Naruto could digest that cryptic answer, Sai was kissing his neck again, having noted with his astute mind that it was rather sensitive. It didn't take long for Sai's fingers to find his obi, and then sneak beneath the folds of his yukata.

Naruto found himself incapable of coherent thoughts for the second time that night.

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Sai decided he enjoyed this immensely: His partner on top of an empty storage crate, their unwanted clothing forming a temporary cushion. Naruto didn't seem to mind the dingy surroundings, growling and moaning in an animalistic fashion that had Sai shaking with desire.

But perhaps they were being a bit too loud. It was a festival, but their activities were drawing attention. Sai could glimpse people at the mouth of the alley, stopping to stare into the dark alley before drifting past with the crowd. He paused long enough to cast a sound-proofing genjutsu, before returning to his task.

He bent down to lick Naruto's navel again, tasting the salt and musk so close to his manhood. Another growl of approval lauded his efforts.

Sex was uncharted territory for Sai, but Naruto was male and so was he. Men were simple, or at least their bodies were. What he liked, Naruto would like. So far, his reasoning seemed accurate.

Naruto was shivering with each swipe of the wet muscle over his abdomen. Hips twitched, and Sai felt the hot head of Naruto's cock push against his jaw. He sensed the next step, but felt hesitant to take it. Naruto made the decision for him, fisting dark hair and thrusting past his parted lips. A groan vibrated through him at the sensation of being engulfed by Sai's hot mouth.

It was suffocating at first, and Sai almost gagged. He tried to swallow around the flesh in his throat. Naruto groaned at the constriction around his cock. Sai gave an experimental suck and pulled back slightly, gently drawing his teeth along the silky skin. Naruto yelped. Sai paused, fearing he'd hurt him somehow, but Naruto only hissed, "More."

Sai was no expert, but a few moments of awkward experimentation and he'd fallen into a steady rhythm that seemed to please his counterpart - not too fast, not too slow. For a moment, when Sai looked up to see Naruto writhing in ecstasy, he felt a pain in his chest. It was like a firecracker had exploded, shedding warm sparks inside him.

Sai kept his hands busy, stroking the trembling steel of Naruto's muscled torso. His fingers wondered lower, feeling bold, and cupped the blond's balls. The already engorged cock swelled inside his mouth and Naruto cried out. Legs grip his head like a vice, the blond head fell back in a silent cry, wood splintered as Naruto gripped the edges of the crate in the throws of his orgasm. Sai slid forward at the last moment, engulfing the swollen organ to the hilt. Naruto screamed.

"Sasu-!"

Sai's eyes widened, but Naruto's inadvertent confession was drowned out by an explosion of pyrotechnic glory. Naruto's toned muscles were cast in reds, greens, and purples, before turning molten bronze in the silver light.

The grand finale. The festival was ending.

He pulled back, letting the flaccid member slip from his lips. The warmth was fading rapidly from his skin. Naruto was exhausted, slumped like a rice bag over the crate. After a moment, the blond raised his head.

"Sai…" Naruto said softly, voice still hoarse, ringing with remorse.

Sai's cheeks were hot and damp. He licked his lips and tasted salt, not knowing if the tears or the sweat or the semen were responsible.

Sai smiled.

So…

This is happy and sad.