A/N:As it says in the summary, this is a songfic for the Backstreet Boys song, "How did I Fall in Love with You."

I actually finished this the other night around 2:30 in the morning. It's amazing how much inspiration you can get out of a bottle of Pepsi and listening to the Finding Nemo soundtrack, no matter what time it is, or how tired you are…

Disclaimer:I don't own Finding Nemo and I don't own any of the Backstreet Boy's songs neither.

"How Did I Fall In Love With You"

by: i-luv-mark

{though I don't luv mark anymore}

Marlin shook his head. This can't be possible, he thought. There's no way this can be happening…

Marlin was inside his anemone, and was supposed to be asleep. It was late, and Nemo was at the other end of the anemone, sleeping. But Marlin had been up all night; something was keeping him awake.

This wasn't the first of Marlin's sleepless nights, either. The first night had only been two days ago. Which was the reason for him always swimming around looking terrible and exhausted during the day.

Even Dory had noticed Marlin's bad state. She asked him if he was feeling well, and he just told her that he couldn't get to sleep the previous night. Dory had thought nothing of it until the next day, when he told her he hadn't slept again. That got her worrying.

Remember when we never needed each other

The best of friends like sister and brother

We understood we'd never be alone

Marlin was worrying about himself, too. It was the third night in a row without sleep, but this time, he knew why. The realization had hit him like getting pnched in the stomach. It had taken him a little while, but he finally figured it out: he was in love. But he didn't want to admit it to himself. He refused to believe it. He loved none other than his best friend, Dory. And Marlin felt more confused than he ever had in his entire life.

Those days are gone now I want you so much

The night is long and I need your touch

Don't know what to say

Never meant to feel this way

Don't wanna be alone tonight

Marlin sighed heavily and went outside.

"How could this have happened?" he asked himself. "She was just my friend. But now… now she's all I think about. I was never to fall in love again… not after Coral. Because if something bad ever happened to them… I mean, how much heartbreak can one guy take, anyway? I just never wanted to take that risk again."

Marlin frowned and closed his eyes and flashbacks of him and Dory flashed through his head. Frustrated, Marlin opened his eyes, removing the images from his mind. He groaned.

"I'm so mixed up. My mind tells me that I want nothing more than friendship with her, but something else tells me that I want more than that. That I want to spend all my time with her, and…" Marlin groaned again. "I need some air."

Marlin sighed again, glanced inside his home to make sure Nemo was asleep and okay, and then he left.

What can I do to make you mine?

Fallen so hard, so fast this time

What did I say, what did you do?

How did I fall in love with you?

Marlin didn't really pay attention to where he was swimming; he had gone in a straight line the whole time, anyway. He didn't even know how long he had been gone.

Looking up for the first time, Marlin saw Dory's tunnel a short distance away from where he was standing.

"I might as well," he said. "I've got nothing else better to do, anyway." And with that, Marlin continued swimming until he was in front of her home. He swam into the dark tunnel, not able to see anything until he came past an opening in the tunnel that let in the moonlight. Marlin had been here countless times before, but never at night.

He knew where her room was, but he was having a bit of a harder time, since it was dark. When he finally saw the large opening in the tunnel that lead to her room, he called out her name. He didn't want to come barging in on her.

When she didn't answer, Marlin went on and peeked inside her room. He knew it was the wrong thing to do, but he figured she was asleep anyway.

I hear your voice and I start to tremble

Brings back the child that I resemble

I cannot pretend that we can still be friends

Don't wanna be alone tonight

But Marlin was proved wrong when he was that Dory was awake. She was sitting in a corner of the room, looking as if she were deep in thought.

"Dory?"

"Ah!" Dory jumped and looked wildly around the room.

"Sorry! I didn't mean to scare you," he apologized as he went over to her. She seemed to have calmed down, though she looked anxious at the same time. "What are you doing up, Dory" he asked. He knew why he couldn't sleep. Why would she have a reason not to?

Dory looked up at him and frowned. "I don't know," she said flatly. "For some reason, I just can't. I tried, though." Marlin was concerned now. Was she sick? What was wrong with her?

"Well, are you sick? Because if you are, you know I can take care of you until –,"

"No I'm not sick. Though my stomach hurts now, even though it didn't just a minute ago."

It was then that Marlin realized that his stomach hurt a little bit too. But it had been like that all night – and every other sleepless night, now that he thought about it.

Dory looked down to the floor again while Marlin kept his eyes on her. He couldn't help but think of how much he wanted her to return his feelings, and how he wanted her to be happy. He felt he would do anything to make sure she was okay.

Marlin thought for a second and then got an idea. "Hey, Dory? When life gets you down, you know what you gotta do?"

Dory looked up to him and her eyes lit up. Then Marlin began to singsong, "Just keep swimming, just keep swimming, just keep swimming, swimming, swimming. What do we do? We swim, swim, swim." Dory laughed as Marlin swam around the room to the song.

What can I do to make you mine?

Fallen so hard, so fast this time

What did I say, what did you do?

How did I fall in love with you?

About an hour passed while Marlin was with Dory. Mostly just talking about this and that: Dory's progress at the Fish Eaters Anonymous, meeting the members of the "tank gang" the previous day, Crush and Squirt moving to the reef, etc. Then it was quiet and neither of them said anything.

"I meant what you said, you know." Dory's voice broke the silence. Marlin looked at her. "What do you mean?"

Dory took her eyes off the wall and looked at him. "I told you that no one had stayed with me as long as you did," she said. "All through school I either had one friend, or none. And that one friend never did last long. My short-term memory loss was so annoying to everyone, they just rejected me. No one would ever take the time to actually get to know me. I always thought that I would always be alone and enver find a true friend… but then you came along and proved me wrong."

Marlin just stared at Dory. He knew that she couldn't have been very popular in her past, but hadn't thought that he was her first real, true friend. Were people really that cold? Marlin didn't think so until he remembered how he had been treated before he met Dory.

After Coral had been killed, everyone knew about it. Then once the news had spread, people started to keep away from him. He had just guessed that it was because no one wanted to be friends with someone who was scared of everything and anything (since by that time, Nemo had hatched and that was when he went to becoming over-cautious of everything).

He told Dory this and added, "I guess now that I think about it, we're alike in that way. We were both alone – besides our family, of course. But we were alone because no one understood us. And then…" Marlin looked down and saw that he was holding Dory's fin. When did that happen? He wondered.

"…And then I met you, and I've never been lonely since," he finished as he loked back up to Dory. His other fin was now over top of the other, cupping Dory's fin in both of his.

Dory looked down to her fin that was being held, then back to Marlin. The emotion that was passing through her eyes was unreadable to him. They're eyes were locked and time seemed to have stopped. And Marlin knew, without delay, that he needed to tell her. To let her know his feelings and what she meant to him.

Ooh, I wanna say this right

And it has to be tonight

Just need you to know

"Marlin, I -," Dory started, but Marlin hushed her.

"Dory, in all my life, I never would have guess that I would meet someone as…" Marlin thought for a second for the right word. "…Amazing as you." Dory turned a deep shade of red and smiled. Marlin thought of how pretty she was when she smiled, and how he loved it so much… he thought of how he loved her so much.

"I mean, someone as unique as you doesn't come along everyday. You had not true friend all you life, and yet you still found a way to be optimistic and think that everything will turn out fine. And to make you even more one-of-a-kind, you can't remember a thing to save your life."

"But I can remember things with you, remember?" she corrected.

"How could I forget?" he asked. Dory smiled again.

"But I do mean it when I say you're one in a million, Dory. And words can't express how thankful I am that I found you," he told her. By the look on Dory's face, Marlin could tell that she felt the same way.

"At that time – when we met, I mean – no one would help me but you. And all you were supposed to do was show me which way that boat went. You weren't supposed to accompany me the whole way, become my closest friend, and…" Marlin stopped, knowing what he was going to say next.

"Dory looked up at him, confused. "And what?" she inquired. Marlin closed his eyes and took a deep breath. Well, here goes, he thought. He opened his eyes and made sure they kept locked with Dory's

"You weren't supposed to capture my heart," he said softly.

For a few seconds, Dory just stared at him blankly, not moving at all. Once again, her expression was unreadable, but Marlin could guess that it was because so many emotions were coursing through her at this point.

"What?" she finally managed to say.

"I love you, Dory."

Dory looked at the ground and took her fin away from Marlin's hold. He knew the look on her face; she was thinking very hard. He hoped he hadn't hurt her.

"Dry, I know it's a shock, but I mean it. Remember when I said I couldn't sleep for the past few nights? Well I just figured out tonight that it was because I'm in love with you," he said.

Dory continued to stare at the floor and not say anything.

"And my feelings for you have been in me since our journey, but I dind't realize it until tonight." Marlin had regained his nerve and composure by now. With every word he said, the more sure he felt of himself. And what he would dare to say next was something he was so sure of, he was willing to bet his life on it.

"And I think… I think know why you can't sleep tonight, either. It's because you're in love with me too."

I don't wanna live this life

I don't wanna say goodbye

With you I wanna spend the rest of my life

That got her to look up at him.

Dory's eyes were full of shock and fear. Marlin knew it had been a risk to say what he did, but he knew, nonetheless. He knew it was true and he could feel it. And from the look in her eyes, he knew now more than ever.

Dory opened her mouth to say something, but nothing came out. He could tell that she desperately wanted to reply, but couldn't. A couple minutes of very awkward silence passed before Dory found her voice again.

"you didn't let me finish," she stated. Marlin gave her a look saying he didn't understand. She continued on, "I was gonna tell you, but you stopped me and went on to telling me that… you love me."

Marlin comprehended and nodded. "Oh. So what were you going to say?" he asked. She laughed lightly.

"you know, you're lucky that you help me remember, or I would have forgotten," she said jokingly. Marlin chuckled and agreed with her, asking or her to go on.

"What I was going to say was, Marlin, I… love you too."

What can I do to make you mine?

Fallen so hard, so fast this time

What did I say, what did you do?

How did I fall in love with you?

Marlin couldn't remember when he felt this happy (he had been happy when he found Nemo alive, but this was a different kind of happy). I knew it! He cheered to himself. Once again, it grew quiet between them, and that was too much for Dory. "What am I waiting for?" she exclaimed. "Come here, you!" And with that, she grabbed Marlin by both fins, pulled him to her, and kissed him long and hard.

At first, Marlin was a bit too surprised to react, but when his senses came back, he returned the kiss. When they finally parted, Marlin hesitated to say anything.

"I'd better get going then, Dory," he said, trying not to sound like he wanted to leave. Quite the contrary, Marlin wanted nothing more than to stay with Dory, but he knew he couldn't.

Dory frowned. "No, it's not you!" Marlin said quickly. "It's just that I have to get back to Nemo before he wakes up and finds me missing. The sun's already starting to come up," he told her. "And besides, now that we don't have anything to hide anymore, we can sleep."

Dory smiled at him and nodded.

"Goodnight," he said softly, laying a small kiss on her forehead.

"Goodnight," she replied.

Marlin slowly left, giving Dory one more smile before he was out of sight. He entered the hallway that was now dimly lit by the rising sun. Marlin was glad that he had spent that sleepless night with Dory. He was so happy that she returned his feelings, and he almost couldn't believe it.

When he returned to his anemone and was finally able to fall asleep, Marlin knew that once again, it was all thanks to Dory.

What can I do to make you mine?

Fallen so hard, so fast this time

Everything's changed, we never knew

How did I fall in love with you?