we lay up on that hill for what seemed like years.
we could hear a train gliding over it's rusted tracks somewhere in the distance,
and the distant streetlights flickered slightly.
the darkness was penetrated only by silver-lined moonbeams.

her chest moved up and down slowly as she took each breath,
her hair smelled lightly of apricot shampoo,
her eyes still managed to sparkle in the surrounding black.

we spoke in hushed whispers,
afraid to upset the stillness of the night.

hours passed, and dawn slowly crept forth,
casting rays from behind the patchy clouds.
she turned and smiled to me,
as her eyes adjusted to new day's break.