I woke up to Tori and Simon yelling at each other in the back seat.

"Will you please shut up!" Derek growled from the drivers seat. We were in the large van that Derek and Simon had redone while at Andrew's.

"Why are you yelling?" I ask rubbing the sleep from my eyes. Derek smiled over at me.

"Good morning, sleepy head. Their fighting over where to go. What do you think?" We had been driving, well Derek had been driving, since about three days ago. We didn't have a set destination.

"I've never been to the beach. How about California?"

Tori squealed in excitement and Simon pouted.

"I wanted to see it snow." I leaned around the passenger seat and smiled at him.

"The northern part of the state has ski resorts and snow all year long." At this suggestion

he smiled. I flipped back around in my seat to see Derek smiling adoringly.

"Where do you want to go?" I ask him. He thought about it, slowing for a red light. I had no idea where we were, it was dark and I was tired.

"Some where with a bed." He finally sighed. He looked exhausted, large black circles under his bright green eyes.

"Find a motel, you need to sleep." He rolled his eyes at me but did as I ask and pulled into a decent looking motel. I smiled and Tori added a comment about Derek being a whipped puppy, earning a tired glare from the werewolf. Simon, Tori, and I grabbed our bags as Derek went to check us in.

The room was small and dull, with only two beds and a long couch, and a tiny TV that sat in the corner but it was a place to sleep. I sat on the couch pulling me knees to my chest and Tori jumped on one bed, Simon sat on the floor at the end of it. They both were asleep in minutes. I sat staring at the wall, lost in my thoughts.

"Chloe, you okay?" Derek's warm hand on my shoulder snapped me into reality.

"Oh, yea. I'm fine." My voice cracked at the end, earning a scowl from the man behind me. At 19, Derek looked better then ever. He had pulled his shoulder length hair into a loose ponytail showing off his bright green eyes. He no longer hid his muscles under baggy clothes, but showed them off in a black tee shirt.

"No, your not. What's wrong?" he sat down next to me, throwing an arm over the back of the couch. Derek was my best friend and had been since we beat the Edison group 2 years ago. I couldn't lie to him.

"I'm just tired. You need sleep more than I do though. How are you feeling?" I ask leaning back against his side.

"I'm exhausted." He yawned.

"Go to bed." He shook his head, leaning back on the couch. I stood up and pulled him up too, dragging him towards the bed, kicking Simon gently to wake him. With a grunt, he crawled into the bed, next to Tori, still half asleep. I pushed Derek back on to the empty bed. He looked up at me smiling.

"What?" I ask, trying to hide my blush. His low chuckle made me smile. Derek rolled over with his back against the wall.

"Come on." He said patting the spot beside him. I really liked Derek. He was my best friend but I liked him more than that. He was sweet and wonderful. So of course I sat beside him. I sat on the every edge and earned an eye roll from the guy beside me. Derek rolled on to his back and stared up at the ceiling.

"California, huh?"

"If you don't want to go, we don't have to." Derek closed his eyes.

"No, you want to go so we will." I smiled at that. He was going because of me. I slid off the bed, watching it lift from my weight. Derek was staring at me tiredly.

"Where are you going?" he ask, propping up on his elbows.

"The couch. You should get some sleep." I started to walk back towards the couch where I would sleep.

"Chloe." Derek's voice startled me. I turned around to see him reaching his hand out to me.

"Come on. I don't bite." I rolled my eyes and kneeled on the end of the bed, holding his hand in both of mine. I squealed as Derek pulled my hand and I landed against his chest, my face just a few inches from his. I could feel the heat rise on my cheeks.

"Did I scare you?" he grinned. I glared at him and sat up.

"You wish." His smile only grew.

"Close your eyes." He whispered. I looked at him confused.

"Close your eyes" reluctantly I did as he ask. I hear rustling as he reach off the side of the bed.

"Okay, now look." I opened my eyes to see a small cardboard box in his hand.

"What is it?" he rolled his eyes.

"Well, if you opened it you would see." I grinned and took the box from him. Lifting off the lid I found a small silver bracelet with a silver heart charm.

"Oh." I was shocked. Derek was silent, waiting. I glanced up at him to see his eyes searching mine.

"I love it. Where did you get this? Its amazing." I flipped around and leaned back into his chest, slipping the bracelet on my hand.

"So you like it?" he ask. I rolled my eyes and turned to face him.

"I love it." I kissed him quickly on the cheek before I could think about it. I blushed furiously as did he.

"It's great. Thank you." I said, sliding out of his arms and to the far edge of the bed. I curled up into a ball and played with the small silver charm.

"Chloe?" Derek's voice was tired and hesitant. I rolled onto my other side and looked into his bright green eyes.

"Thank you." I smiled. Derek nodded and closed his eyes, settling back into the bed. Being braver than I felt, I laid next to him with my head on his chest. He stiffened for a moment in shock.

"Chloe, you don't have to." Derek started. I shook my head, cutting him off.

"Derek, you're my best friend. I love you. And you should know that." For some reason he chuckled, startling me.

"What are you laughing at?" I ask.

"You. "

"Shut up. Go to sleep." I fake growled. He chuckled again and began playing with my hair. Before I knew it we were both asleep.

A bright flash woke me up.

"Tori, what the heck?" Derek growled, slipping out from under me and snatching the camera out of her hands, Simon grabbed it before Derek could smash it.

"That's a thousand dollar camera, I don't think so!"

"What are you guys doing?" I ask, propping up on my elbows. Derek walked to the door and checked out the window. Tori stood in front of my bed with her hands on her hips.

"The bigger question is what were you guys doing?" she said, jabbing Derek in the side with her thumb.

"Sleeping." I looked at her confused. Tori rolled her eyes.

"Stop." Derek said sternly. And she did.

"We have to get going soon." Derek said, huskily.

"Well, I'm gonna go grab a bite to eat before I pass out. Come on Tori." Simon said. When they left I walked over to where Derek was shoving clothed into his bag.

"Let me do that before you tear the bag apart." As soon as I stepped into his frantic motions he stilled. I dumped the contents of the bag out and began folding them neatly. He quickly grabbed a few garments he didn't want me to see and crammed them in a different bag. I rolled my eyes.

"I've seen you in them what's the big deal with putting them up?" Derek blushed and sat on the edge of the bed.

"You wouldn't have seen them then either if I was normal." He mumbled. I rolled my eyes. A ling awkward silence followed.

"I don't know how to swim." I don't know why I said it but I did. Derek chuckled.

"I'll teach you." I smiled at him and zipped the bag.

"Really?" I ask sitting next to him. He nodded and played with the silver charm on my wrist.

"How'd you learn to swim?" he shrugged.

"Dad taught us."

"Really? When?" his top lip curled up in a smirk.

"When Simon and I were eight or nine. Dad took us to the dock down next to where we were living. We stayed down there all summer." I couldn't look away from his face. He was so lost in thought, his green eyes staring off in to space as he recalled his childhood days with his dad. I took the opportunity to really look at him. His face was strong and lean. Eyes; bright orbs of life peeking out under black hair. Those eyes locked with mine as he caught me staring. I couldn't even make a blush rise on my cheeks, I was so transfixed in his eyes.

Simon kicking open the door brought us both back to reality. His arms were loaded down with large brown bags of groceries. Derek jumped up to help.

"Dang it, Tori. You could have opened the door for me!" Simon growled angrily. Derek tried to hide his smirk, unsuccessfully.

"Eat quickly. We need to get going." Derek mumbled, stubbornly refusing to meet my gaze. This was going to be a long day.