A/N:

This is my very first fanfiction! I've read so many wonderful 90210 stories here that I was inspired to try my own hand at it. I've always hated everything about the original episode A Night to Remember, so I've decided to re-do the whole thing! It'll be quite different this time ; ) . I hope someone will read it, and if you do read it, I'd love to know what you think, please let me know!

A Night to Remember

Chap. 1- It's my prom, and I'll cry if I want to

"Donna," she shot her friend a pleading glance, not wanting to have the conversation she knew was coming; a conversation they'd had already twice that morning.

"Oh, come on Brenda. I mean, you only get one senior prom in a lifetime and don't you think that in ten years from now you'll look back and wish you had gone?

"No," she sighed loudly. "We have another two months left and after that I'm never going to think about high school again".

"Bren, don't be so dramatic. It hasn't been all bad. And I think you'll miss it. Wait and see. And you're right, we only have two months left and after that who knows where we'll all be. These might be the last couple of weeks we're all together, on the same page." Brenda could tell by the look on Donna's face that she was beginning to get sentimental.

"Who's being dramatic now?" Brenda teased.

"No, I'm serious. That's way you have to go to prom. It just won't be the same without you. There's still room in our limo and we can go dress shopping after school, and finding you a date will be a cinch..." Donna looked over at Brenda, who wasn't paying attention. She followed Brenda's gaze. Dylan and Kelly were walking down the hall hand-in-hand. Kelly giggled as Dylan put an arm around her and whispered something in her ear.

"Bren?" Donna asked softly.

"Hmmm," Brenda turned her attention back to her friend.

"You not wanting to go to prom isn't because of Dylan and Kelly, is it?"

Brenda rolled her eyes. "For you information, it has nothing to do with them," she retorted harshly. "Look, Donna, I just don't want to go alright?" she said, this time there was no edge to her voice.

"Alright," Donna said with a heavy sigh, "Have it your way. But if you change your mind..."

"You'll be the first to know, I promise. Hey, I should get to class. Call me later, ok". With that, Brenda left the radio booth and headed down the hall. She walked slowly, staring at the ground a few feet in front of her. Her brow was furrowed and her mouth slightly pouting.

As a general rule, Brenda didn't reminisce about the sweet and tender moments she and Dylan had shared in the not-too-distant past. It was best that way. In the beginning, or at the end, she didn't know which way it was put best, everything had reminded her of him. The salty air that blew in from across the ocean, the last desk in the fifth row of her home room, a blue dress she knew he loved. It had seemed that every possession, every place, every scent, in her daily routine triggered some happy memory of Dylan. But that had been nearly five months ago and little by little Brenda had convinced herself that those memories only served to rub salt into the still open and bloody wounds. So, every time she felt the rush of remembering begin to wash over her, she would chide herself for letting him get the best of her and stop it quickly. Eventually, that third tree along the south side of the school lawn, the one that had witnessed so many stolen kisses and lust-filled glances, the one that had been their spot, became just another tree, no different or special from the others around it. Or, at least, that was what she told herself.

Brenda tried hard not to think about Dylan but she just couldn't help it at present. She thought about how she had seen him and Kelly as they cuddled and cooed down the hall. She thought about Donna's accusation. She thought about prom... and she thought about the spring dance. A sharp pain tugged violently at her heart as images of her and Dylan at the dance, in the room, in the act, flooded her thoughts. She took a deep breath and shook her head, trying to forcefully exorcise the memories from her mind. Brenda had promised herself that Dylan McKay would not factor in the least in any of her post break-up decisions. She may have been miserable, part of her might still be, but another part of her was too proud to let anyone see her hurting. Dylan had chosen her best friend over her; it was heartbreaking; it was embarrassing.

For the better part of nearly three years, she had been madly, blindly, in love with Dylan. Their relationship had been intense from the very beginning, and it had scared both of them on more than one occasion. Brenda hadn't been deterred by the tales of Dylan's love em' and leave em' past, nor had she given much credence to her family's objections. She knew people saw his good looks, his money, his bad boy reputation, but she wasn't sure how many people could see what she saw in him. She wasn't sure if he could see it himself, and it made him all the more beautiful. She loved him, let the world be damned. She'd even declared war against her father by moving out when he demanded she stop seeing Dylan after the mishap in Baja. And for what? A boyfriend who loved her so much, that he cheated on her with her best friend the minute she left the continent? It was hard enough having to endure that kind of betrayal, but being pitied by her friends and family for not knowing better was too much. They had all been right. She felt foolish, like an idiot. She hated the way they all asked her how she was "holding up", the worried glances they exchanged behind her back the minute she walked away or left the room, and worst of all, the way they avoided any mention of Dylan and Kelly, as if the mere sound of their names might cause her to collapse on the ground and cry uncontrollably.

So she had done the only thing she could do; pretend she didn't care. She hadn't stopped talking to them. She didn't avoid them. She didn't flinch when he put his arm around Kelly. She didn't sigh when they slide into their old booth at the Peach Pit. She even hung out with the two of them every now and then. Just the other day she had them over for diner, (which, to her great satisfaction, seemed to cause some tension between them). Of course, she had wanted to do all of those things, but Brenda put on a brave face and held her head up high. And it worked.... most of the time.

No, Dylan and Kelly were not the reason Brenda didn't want to go to prom, or at least not the only reason she didn't want to go. She begrudgingly admitted to herself that the thought of Dylan and Kelly together at prom broke her heart, though she would have rather stitched her mouth shut than say it out loud. She had always assumed that she and Dylan would go together and, considering how wonderful and special the spring dance had been, she could only imagine how great prom night might have been if Kelly Taylor had never been born. She wondered if Dylan was as sweet and considerate of Kelly as he had been with her. She sighed, knowing he was.

Oh, get a grip Brenda!, she scolded herself. Pining like this over Dylan, you should be ashamed of yourself! It's pathetic.... She took a deep breath, trying to take her own advice.

She had been meandering slowly down the hall with her head down, lost in her thoughts when suddenly she collided with a body coming quickly around the corner. Their heads knocked against each other hard. The books they had both been carrying fell to the ground sending loose paper in all directions.

"Oouuch," Brenda whimpered, rubbing her forehead.

"Oh man, I'm so sorry! Are you alright?" a male voice asked with concern.

She felt a gentle hand cup the right side of her face. It startled her a little, she dropped the hand that had been rubbing her forehead and looked up. The boy she had collided with was Tony Miller. She had seen him around. He was one of West Beverly's all-star athletes and she had heard there was talk of him even playing professional football after high school. He was staring intently at her forehead making sure there was no serious injury.

She stared back at him for a moment. He was cute. Actually, cute was an understatement; he was gorgeous. He was tall, probably two or so inches taller than Dylan, his body lean, lightly muscled, and tanned. His sandy blonde hair was brushed loosely back. He had the greenest eyes Brenda had ever seen.

"Oh, I'm ok. I'm fine. Thank you," she said softly trying not to blush.

"You sure?" he asked again, bringing his hand away from her face.

"Yeah, I think I'll live," she smiled. He flashed her a wide grin, exposing his pearly white teeth. She noticed he had dimples. It wasn't a sexy, mysterious smile like Dylan's, but it was sweet and genuine and left Brenda feeling weak in the knees. In a way, Tony was the antithesis of Dylan. Brenda decided that was something she liked about him.

The bell rang then, and kids shot into various classrooms, the hallway was empty in a matter of moments.

"Shoot," Brenda sighed. "Now Mr. Andrews is going to call on me all class long for being late," she frowned as she bent down to gather her fallen books and papers.

Tony chuckled as he too bent down and collected his things, "That's good ol' Mr. Andrews for you". He handed Brenda a stack of papers belonging to her.

"Thanks," she said as she straightened herself out. They began to walk down the hall at a leisurely pace, she was in no hurry to answer questions about cell reproduction in plant life.

"So Brenda," Tony began. Brenda couldn't suppress the smile she felt tugging at her lips. She was flattered he knew her name. "Are you excited about prom this Saturday?" he looked over at her. He noticed the smile fade from her face.

"Actually, I'm not going," she answered nonchalantly.

"What? Not going! How come?" Tony asked, not concealing his shock in the least.

"Well, I guess I'm just not really into it... and I don't have a dress, or a date and it's too late now, so..." she trailed off hoping that her reply sounded reasonable.

"Huh," she heard Tony say more to himself than to her.

"What?" she narrowed her eyes at him sounding a bit annoyed.

"Oh, nothing..." he looked at Brenda who was still staring at him inquisitively. "It's just that I can't believe the prettiest girl in school doesn't have a date to the prom," he said as he shot her a grin.

There was that smile again. Brenda felt her cheeks get hot and she knew she was blushing. Tony noticed and his smile broadened.

"Hey," he said stopping abruptly. He lightly grabbed Brenda's arm causing her to stop walking too. She turned to face him and leaned her back against the row of lockers. He took a few small steps towards her, a smile on his face the whole time.

"Brenda Walsh, will you go to prom with me?" he asked sweetly. "I was going to go stag but I'd much rather go with you".

"Tony...." Brenda paused, a huge smile on her own face. "I don't know.... it's just...."

"Oh, come on!" Tony pleaded. "It'll be great, I promise. I'll pay for the limo, buy you a corsage. Have I told you I'm a fantastic dancer?"

"Oh, you are, are you?" Brenda teased. "Well in that case, how can I say no?".

"You can't," he said playfully. "You know, to tell you the truth, I've wanted to take you out for years now," he took a step closer to her.

"You have," Brenda said with genuine surprise."

"Yeah I have," he took another step closer to her, now only separated by inches. "I noticed you first day of sophomore year,". Brenda was now beaming. "But that Dylan McKay kid snatched you up so fast, I couldn't make my move,".

Brenda tried to hold her smile. It was true, she had been so completely absorbed in Dylan she hadn't even noticed anyone else. Tony saw her smile falter just for a moment. He made a mental note not to bring up Dylan.

"Eh humm," they heard a stiff cough. They turned their heads to the right and saw that a teacher had stuck his head out of the near by class room.

"Mr. Miller, will you be joining us today?"

Tony sighed, "Yep, I'm coming". He turned back to Brenda, giving her another smile. "I have english with your brother, I'll grab your number from him and call you with the details later".

Brenda nodded and he walked into the class room. She took a deep breath and tried to wipe the smirk off her face.