Even if all she did was abuse him and take advantage of him, he still held her above all others as his best friend. Regardless of how cold she was towards him, Mandy knew him better than his own parents. Better than Irwin or Grim, even.

Even as she whacked him, yelled at him, and made him do all these things for her. Even as she ridiculed him and continued to call him stupid and an idiot. Even as she did all of these things towards him…

…She was still his best friend.

No one knew him better than her. No one knew his fears, or why the existed, better than Mandy. No one knew what really ticked him off better than Mandy. No one knew what he was truly scared of in life, better than Mandy.

And no one else told him, in the shadows of night when it was just the two of them hanging out with movies or watching the stars, that they had his back.

The one thing that scared him more, than clowns, the mailman, or spiders, was being left behind because of his stupidity. He knew he wasn't an intelligent person- that much he could grasp. And he was afraid that when all was over with, when everyone was grown up and heading out, that he was going to be left behind. He was just going to be a faded memory in which he was remembered for being an idiot.

Then there was Mandy. When he would tell her of these fears, she would give him this side glance. It was full of so much care and concern. She would wrap her arm around his shoulders, and say the one thing that made her his one true best friend. The one thing no one else had never told him before.

"I'll never forget you. I've got your back."

A/N: I don't know- I believe that Mandy and Billy are truly really great best friends. Okey? Don't judge me- I lvoe their friendship and I love going deeper into it. I'm not a BillyXMandy, but I do love expanding and delving into their friendship. It's lovely. C: