Author's Notes:

Greetings my fellow Beverly Hills 90210 fans! I know a lot of you are wondering what on earth I'm doing starting a brand new story when I just had to put two of my stories on hiatus. I'm sorry for that, but it can't be helped at the moment. I've been watching season six and seven and have been feeling inspired to write a latter college fiction, not the stories I've been trying to force myself to write… I still love both of those stories and I swear I will continue them, but I've found that when I force myself to write something I'm not inspired to write, I get extreme writer's block and that would not be a good thing.

So, I've decided to follow where inspiration leads me and post the story that has been running around in my head for a few months now. The prologue begins at the very end of Hello Life, Goodbye Beverly Hills. Thanks to Mel at allexperts dot com, I was able to use the exact same dialogue during Andrea's Peach Pit goodbyes as were used in this episode. I took a little creative liberties, however, and switched the order of a couple of them. Lets see if any of you guys notice who…

Also, for the Brenda and Dylan fans out there who might be reading this – remember, this is my version of a season six story, not the actual show, so don't be surprised if Ms. Walsh returns from London faster than fourteen years.

Enough of my babbling, insert the usual disclaimers here and ENJOY!

Cheers,

Jianna

- For Courtney… Thank you for encouraging me to follow my heart and ideas through to the end, despite what popular opinion wants me to do. :)

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Chapter One

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Kelly Taylor was hit with an icy yet refreshing blast of air conditioning as she pushed open the door to her long-time favorite diner, The Peach Pit. Though it was only May and summer had not officially hit Southern California yet, the temperature was already over ninety and Kelly suspected that the current heat wave was a foretelling of things to come.

"Kelly! Over here!" Donna Martin's familiar voice rang out across the restaurant. Kelly looked up, smiling at the pretty blonde and giving her a small wave, acknowledging that she had heard her. Donna grinned and then turned back to her conversation with David Silver who was sitting at the table closest to the cash register.

Kelly slowly wove her way through the already crowded diner, heading towards the counter were Nat was standing, chatting casually with a patron Kelly had seen come in several times.

"Hey Nat." She greeted him once there was a break in the conversation. "She here yet?"

"Not yet." Nat informed her, folding his arms against his chest. "But Jesse called about ten minutes ago placing their order. They'll probably be here any minute now."

"Perfect." Kelly stated with a forced smile. When Andrea had first announced she and Jesse would be moving to New Haven, Connecticut, Kelly had been excited for her friend. Though she never spoke of it, Kelly knew Andrea frequently doubted her decision to attend California University over the college she had been dreaming of attending since she was a little girl – Yale. Destiny had given Andrea another opportunity of fulfilling that dream, though, and Kelly was going to miss her terribly – especially all her sound and reasonable advice.

"Kelly!" Donna suddenly materialized at Kelly's side, a wide smile plastered on her already tanned face. "Andrea's going to be here any second now! Come join the rest of us."

Kelly hesitated. She had noticed both Brandon and Dylan the moment she had entered the Peach Pit. Both young men had been watching her carefully, their expressions guarded and their faces emotionless masks. They cautiously avoided each other while pretending that they weren't doing so, and Kelly felt keen pang of regret that she was the cause of the rift between them.

'No more.' She thought to herself. She had woken up that morning with the resolution that she would no longer put off the inevitable. Both men deserved an answer. Kelly only hoped she'd have the strength to be able to give the one she knew needed to be given. Unfortunately, if she did manage that, there would be three broken hearts before the end of the day – not just one.

"You okay, Kel?" Donna noticed Kelly's expression and had placed a comforting hand on Kelly's arm. Her luminous brown eyes filled with sympathy.

"Yeah, I'm fine." Kelly brushed her off, hating the brief flicker of hurt that her reaction caused in those large brown eyes. Since they had heard about Dylan's summer plans for Kelly and Brandon's counter with a marriage proposal, both Donna and Clare had attempted to give her advice on what she should do. Despite their best intentions, though, Kelly knew this was a decision she had to make completely on her own.

"You sure? You look a little pale." Donna pointed out.

"Yeah." Kelly nodded, trying to give Donna a small smile as she firmed her resolve. "I'm uh, well, I'm going to give them their answers today. Right after we see Andrea off."

Donna's eyes widened. "Wow! Really? You are?" Clearly Donna had anticipated Kelly stringing Brandon and Dylan along nearly as long as Dylan had strung Kelly and Brenda along a few short years before. Kelly had hated it when back then, and she was not about to do it to the only men she had ever really loved in her entire life.

"I am." She stated resolutely, meeting Donna's gaze squarely. "I can't keep putting it off. They both deserve an answer."

"So what are you going to do? Who are you going to choose?"

Kelly pursed her lips together, shaking her head slowly. "I think they should hear it first, Donna. But I promise you will be the first person I call after I talk to them. Alright?"

"I better be." Donna stated with mock firmness, then added softly. "Thanks, Kel. You know I'm here's for you if you need me."

"I know you are." Kelly confirmed with a smile.

"And I know you don't really need anyone else's input right now," Donna continued, "But I really think you need to consider the history you have with Dylan. You two have always had an undeniable connection and I think that no matter what goes down today, that connection will always be there."

Kelly frowned, biting down on her tongue to keep from correcting Donna. Despite the many happy memories she and Dylan shared, she had never really believed in the deep connection that Dylan always claimed they had. In Kelly's opinion, her relationship with Dylan had always been based on sexual attraction and conflict, not having some sort of soul tie that connected them.

In addition to having such a shallow basis for a relationship, Kelly had never been able to forget or forgive herself for the way she and Dylan had originally got together. She should never have snuck around with Dylan behind Brenda's back, despite the fact she had always crushed on him. Perhaps if they had gotten together naturally, the way a real couple generally does, things would have been better. But there was no changing the past.

"Kelly?" Donna's voice snapped her out of her reverie and Kelly briefly wondered how long she had zoned out.

"Hum? What was that Don?"

"I was just asking if you were still planning on heading to Palm Springs for the weekend."

"Honestly, I'm not sure." Kelly admitted truthfully. "I suppose a lot of it has to do with how things go today. Plus, Allison wanted to get together for dinner so I'd have to head down late if I go at all."

A strange look flickered across Donna's face, but she quickly masked it before Kelly had a chance to discern what it was. "Alright." The blonde smiled brightly. "Well, if you change your mind, you can always ride with Ray and I. The more the merrier."

"Uh, that's alright, Donna." Kelly quickly declined the invitation. "I prefer having my own car when I'm out of town." Kelly breathed a quick prayer that Donna wouldn't press any further. Kelly didn't know how much longer she'd be able to keep her true feelings for Ray a secret from Donna. Though she had liked Ray at first, lately he had seemed a bit too possessive with Donna and Kelly was concerned for her friend.

Donna had reassured Kelly that everything was fine the one time Kelly had worked up the nerve to ask, but Kelly was still uncertain. Seeing how Ray had reacted to Donna attending Andrea's going away party at West Beverly had been unnerving. Kelly hoped Donna had not gotten herself involved in a relationship she couldn't easily break out of.

"Okay." Donna breezed on, completely oblivious to Kelly's misgivings, "The offer still stands. Just let me know."

"I will." Kelly nodded.

"They just pulled in the parking lot!" Steve announced loudly, interrupting all other conversations. "Places everyone!"

Kelly forced a bright smile on her face, heading over to where the rest of the gang had gathered near the back entrance. She found herself standing between Steve and Brandon, Dylan standing on the other side of the tall blonde. She offered him a brief smile, but he turned his eyes away without even acknowledging her. Kelly grimaced, trying not to let Dylan's reaction bother her.

"Hey, Kel." Brandon's voice pulled her attention away from the depressive brooder. She turned to face him, a soft smile playing on her lips as she struggled to control the wild beating of her heart. She was so desperately in love with Brandon. Saying no to him was going to be even more difficult than breaking Dylan's heart.

"Hi Brandon." She murmured back, allowing herself to inhale the fresh scent of his cologne. She had always preferred his cologne over the musky scent that Dylan wore when he actually opted to put on cologne. "How are your finals going?"

"Great." He informed her with an artificial cheerfulness. "I took my last one yesterday afternoon, actually. How about yours?"

"Done as well." Kelly confirmed, though she suspected Brandon already knew that. They had compared their finals schedules before Dylan had stirred up the whole mess they were currently in. "I just have one last paper that I need to turn in and then I'm officially done with my sophomore year." She grinned proudly. There had been a time in her life where she doubted she would ever make it into college, much less complete two years with a 3.5 grade point average.

"Congrats."

"Same to you." Kelly beamed back, ignoring the fluttering butterflies in her stomach. She would not allow her feelings for Brandon cloud her better judgment. She knew what she had to do, despite how much she knew it would end up hurting him. She just had to remember it was better for all of them. In the long run.

"Here she comes!" David called, and a hushed silence fell over the group. Kelly felt Nat come up behind her, resting his hand on her shoulder as they awaited the little Vasquez family.

"You guys are too much!" Andrea stepped inside the diner, clearly surprised that they had all gathered to send her off.

"Andrea!" Steve grinned down at her, his blue eyes twinkling merrily and Kelly could tell just by looking at him that despite his façade, Andrea's move was really going to affect him.

"Well, ya didn't think we were gonna let you get out of town without saying goodbye, now did ya?" Brandon chuckled from his position next to Kelly.

Andrea stared at Brandon for half a beat, her eyes already beginning to get misty. "How am I supposed to leave?" She murmured almost inaudibly.

"Because you want to, remember?" Kelly interjected softly, trying to meet Andrea's gaze. With finals, juggling both Brandon and Dylan, and everything else that was going on in Kelly's life, she had not been able to spend as much time with Andrea as she had wanted to. She was really going to miss Andrea – and not just for her level-headed advice.

Andrea gave Kelly a weak smile as she sighed. "I never thought it was gonna be this hard." She shifted her daughter from her hip, holding her up to face the semi-circle of people who had gathered around her. "Hey, Hannah, I want you to remember these faces, okay? 'Cause I'm gonna be telling you all the stories of the things we did together. The fun times, all the tears…" She trailed off, her own tears now escaping from the corners of her eyes. "And I want you to tell your children and your children's children."

"Great." Brandon chuckled, attempting to lighten the suddenly heavy mood. "Countless generations are gonna know all our problems." He shot a sideways glance at Kelly but she tried her best to ignore it. Despite the upcoming conversations he knew she must have with both him and Dylan, she wanted to focus on Andrea and her family right now.

"They're all lies, Hannah." Steve was quick to jump in as he rubbed Hannah's head affectionately. "Don't listen to her."

"Steve, you better be nice to me 'cause I have something in that diaper bag that you need very badly." Andrea teased, gesturing for Jesse to hand her the black diaper bag that had been hanging from his shoulder.

"She saved you a dirty diaper!" David quipped and Kelly couldn't help but laugh at her step-brother's attempt at humor.

"No…" Andrea shook her head, as she pulled a thin sheaf of papers out of the bag. "A term paper."

"You did it!" Steve exclaimed in shock and amazement as he snatched up the paper, immediately leafing through it.

"Of course I did. What? You thought I wasn't gonna come through for you?" Andrea challenged, eyeing Steve with an almost dangerous look.

"No, actually." Steve paused, a sheepish smile playing up on his lips. "I took what you said to heart and I did it myself."

"Oh you did?" Andrea seemed surprised, abet pleased. "Well, then I guess we can just throw that away." She made a grab for the papers still in Steve's hands.

Steve shook his head adamantly, laughing. "No! Noooo… Yours may be better."

"May be better?" Brandon challenged causing most everyone to begin to laugh.

"It's thicker…" Steve tested the paper, mentally comparing it to the one he had claimed to have done.

"Here, honey." Nat came up behind Andrea, holding a slim, rectangular-shaped present wrapped in brightly colored paper. "This is for you." He passed her the gift, tears already welling up in his eyes.

Andrea passed her daughter to Hannah in order to accept the present from Nat, wiping at her eyes with the back of her hand as she did so. "Here, go to Daddy." She murmured, then began to tear off the wrapping. "Oh, Nat. You shouldn't have. But you did. It's an old Peach Pit menu."

"Read the inscription." Nat gestured to some writing Kelly had immediately noticed the minute the wrapping paper had slid away.

"'To Andrea – You've always been my favorite dish. Love, Nat.'" Andrea quoted, then turned to give Nat an affectionate hug.

"You'll always have a table here, darling." He whispered in Andrea's ear as he planted a quick kiss against her temple.

"Thank you." Andrea whispered back, the tears brimming in her eyes once again.

"You're welcome." He emphasized, then stepped away, obviously overcome with emotion.

Andrea stared down at the menu for several long seconds as she struggled to regain control herself. "I'm going to miss you guys so much." She whispered. "I want you all to know how much you mean to me."

Andrea set the menu down on the table next to Hannah's diaper bag. She looked up, glancing around her circle of friends, her smile wobbly. She walked up to David, taking his hands in her own. "David. You were the best babysitter Hannah ever had, so you better come visit us. Or she's never gonna forgive me."

"I'll be there." David promised her, pulling her in for an embrace then giving her a peck on the cheek. "Bye."

"Bye." Andrea's voice cracked and Kelly noticed both Brandon and Steve suddenly seemed very interested in the tile pattern of the floor. Kelly felt overwhelmed with emotion as well, but she was not about to let herself break now. She still had something even more difficult than saying goodbye to one of her best friends to do today.

"Donna." Andrea began, moving on from David to the slender blonde standing next to him. "You remember that time at Magic Mountain when we were talking about the 'Wild Ride?'"

"Last two members of the Virgin Club." Donna confirmed, tears unabashedly slipping down her smooth cheeks.

"Well, I took the ride." Andrea cracked a smile, then shooting a sideways glance at Jesse added, "It was a little wilder than I thought. You be proud of your decision. And of your character." She stepped in to give Donna a warm hug.

"Hey, I'm no saint." Donna protested weakly once they broke apart.

"Just the closest thing to one I know." Andrea asserted, fixing Donna with a sharp look. Donna smiled, her cheeks flushing with color prettily as Andrea shifted her attention to the lean young man standing next to Donna.

"Now you, Dylan." Andrea was smiling broadly at him. "You saved my marriage."

"Oh, no. You did that all by yourself. I was just your friend."

"The best." Andrea leaned in, wrapping her arms around him, giving him a quick hug and finishing it with a kiss.

Andrea did a small turn, her eyes falling on Steve, giggling a little. "Steve, what can I say? I love you."

"I love you too, Andrea. I'll miss you." Steve stepped forward, pulling Andrea against his chest and holding there for several lingering seconds. He shot a quick glance at Jesse, then planted a little more than just a friendly kiss on Andrea's lips, a grin cracking his face as he added. "My grades'll miss you."

Andrea chuckled, shaking her head. "I feel like Dorothy leaving Oz…" She looked up, locking gazes with Kelly and suddenly Kelly felt as if her heart had frozen inside her. "And Kelly…" Andrea began, her words broken, full of emotion. "You were with me at the clinic when I made the hardest decision of my life."

"You made the right one." Kelly murmured, taking Andrea's hands in her own and giving them a tight squeeze.

Andrea nodded, glancing over at Hannah who had nodded off, sound asleep against her father's chest. "I know I did." Andrea pulled Kelly in for a hug. Then, after giving Kelly a kiss on the cheek, whispered in her ear, "Go for the brass ring, Kelly. Marry him."

Kelly's heart did a flip-flop. She knew Andrea had always supported her relationship with Brandon, but she was the first one to actually vocalize a straight answer to the question Kelly had been asking herself for the past several days. "I'll let you know."

Andrea offered Kelly a hopeful smile, tears now streaming down her cheeks. She tore her gaze away from Kelly's, moving on to Brandon who was also struggling to control himself. "Brandon," Andrea began, her voice strained, "You are my best friend. And you always will be. I'm gonna miss you."

"I'll miss you too." Brandon whispered back, pulling her close and giving her a kiss. "Go get 'em, Chief."

"Hey Andrea," Jesse cut in as Brandon and Andrea's hug lingered. "We better get going."

"Yup." Andrea nodded, pursing her lips together as she stepped away from Brandon. "Gotta go." She then glanced around as if looking for something. "Where's the food?"

"Oh! The food. The food!" Nat raced over to the counter where two brown bags were waiting with Andrea's name written boldly across them with black pen.

"Gotta have the food." Andrea chuckled, eyeing the bags as Nat carried them over. Andrea accepted them from him as the group slowly began to migrate out towards the parking lot, congregating in a small huddle.

"We'll miss you, Andrea." Steve commented, his eyes fixated on their friend. He then quickly glanced over at Jessed, adding with a smile, "Miss you too, Jess."

Everyone murmured their agreement as Jesse began to secure Hannah in her car seat. Kelly found Andrea's eyes on her and they locked gazes for several seconds. Kelly wished she had a few more minutes to speak with Andrea, explain to her what she was intending to do and why, but somehow she realized that even if she did explain her logic, Andrea would probably give her the same advice.

"Go for the brass ring, Kelly. Marry him." Andrea's words echoed in Kelly's mind and Kelly found herself studying the man she had been dating for just over a year now. She was no where near ready for marriage, though she knew she did love Brandon. She was barely twenty-years-old, just finished with her second year of college. She was too young to be thinking about the man she wanted to spend the rest of her life with.

"Take care of yourself." Jesse's words interrupted Kelly's musings and she was startled to discover Andrea had already gotten in her car, Jesse firmly shutting the door behind her.

"Se ya later, Andrea!" David stated, giving Andrea a small wave, taking a step away from the vehicle.

"Bye…" Donna added. "Love you!"

"Take care, Jess." David wrapped a friendly arm around Donna and the two fell back, making their way towards the diner once again.

"Call me!" Kelly locked gazes with Andrea once again, hoping that Andrea would somehow understand why she was about to do what she was going to do.

"Drive safely, guys." Brandon was beside Kelly as Jesse began to pull away.

"Bye!" Kelly shouted once again, wishing that she could have just fifteen minutes alone with Andrea before she had to go. She watched as the car exited the parking lot, feeling as if a part of her heart was going with it. A single tear escaped her eye and she quickly wiped it away. She would give herself time to cry later that night. Now she needed to be strong. She still had one more thing to do.

"You know," Dylan had come up next to Kelly, his eyes still fixated on the last place they had seen Andrea and Jesse's car. "I didn't think Andrea leaving was going to affect me like this. But I'm really going to miss her."

"Me too." Kelly agreed, turning her gaze away. She, Dylan, and Brandon were the only ones still waiting in the parking lot – almost as if they had all sensed this was the moment. Or perhaps Donna had dropped a few subtle hints.

Sucking in a deep breath of air, Kelly forced a tentative smile on her lips. "Hey, Brandon?"

"Yeah, Kel?" He looked up, his crystalline blue eyes full of more understanding than Kelly thought was possible.

"Um, well, I was kinda hoping I could talk to you and Dylan for a minute." Kelly glanced down, staring at her feet wishing that a hole would open up in the ground and swallow her. Finally, she tore her eyes away from the ground, looking up and directly into Dylan's intense gaze.

"Alright." Dylan studied her thoughtfully, his hazel eyes smoldering. Kelly felt that if she weren't careful, she could quite possibly loose herself forever in those eyes. She could not allow herself to do that.

"Here goes." She murmured, mostly to herself as she shored up her resolve. She pursed her lips together thoughtfully as she pushed her golden blonde hair out of her face. "First, before I give you guys my answer, I want to make it clear that I don't appreciate being put in this position. It wasn't very fair."

Kelly paused for a moment, fixating her gaze on Dylan. "You should have known better, Dylan. You've been in a very similar position as this before. You saw what your choice did to my friendship with Brenda. How could you want the same thing to happen to your friendship with Brandon?"

Dylan had the decency to look away, shame-faced. He cleared his throat, still not able to look at Kelly as he said, "I know, Kel. And I'm sorry. I did think about that, but, well, I love you. I've always loved you."

"You love me?" She repeated, fixing him with a look as she planted her hands on her hips. "You love me? How is it that those words are so easy for you to say now, now that I'm with Brandon but you could never tell me when we were actually together?"

"Kel, I-"

"Don't." She cut him off, surprised by the intensity of her anger she felt towards him at that moment. "Don't make excuses. I know the reason why, even if you won't admit it."

"And why is that?"

"Because," She captured his eyes with her own, holding him there for several seconds. "You and I both know I never really held your heart. You were only mine on loan until your one true love came back into your life."

"What are you talking about?"

"Brenda." She scowled at him. "I'm talking about Brenda. She's the one you really love. She's the one you should have spent the past several months trying to woo. Not me."

"I didn't even know Brenda in my past lives."

Kelly had to bit her tongue to keep from rolling her eyes. "Dylan, you know I don't believe in any of that stuff. I don't know about past lives. All I know is this life and in this life, I know you're still in love with Brenda. And I'm in love with Brandon."

"Kelly-"

"Please, Dylan. Don't start." Kelly reached inside her purse, her fingers brushing up against the small velvet box Brandon had presented to her. She moved past it quickly, finding the slim itinerary Dylan's travel agent had given him, outlining the amazing trip around the world he had planned for them. She quickly pulled the tickets out, pushing them in his direction. "Have fun on your trip, Dylan. But I can't go with you."

Dylan stared down at the proffered tickets, seemingly in disbelief. After several agonizing seconds of silence, Dylan snatched the packet from Kelly's hand, his eyes flashing angrily. "Have a nice life with Brandon, Kelly." He growled low in his throat as he spun around, shooting Brandon a look that Kelly was thankful that she was not on the receiving end of.

"Wait, Dylan. Don't go…" Kelly called after him, but it was too late. Dylan was already halfway to his car and it was clear that even if he had heard Kelly's words he wasn't listening. She watched him go, her heart aching inside her. She wished she could go after him, do a better job of explaining things to him. She wouldn't, though. She knew Dylan would probably misinterpret her actions and she did not want to give him the wrong idea. Again.

Both Kelly and Brandon remained silent as the black Porsche zoomed recklessly out of the parking lot and Kelly breathed a quick prayer that God would send his angles to look after Dylan and protect him – especially from himself. Perhaps someday Dylan would understand why she did what she had done, but she knew that would not be today, or probably any day in the near future.

"You okay?" Brandon had come up alongside Kelly, interlacing his fingers through Kelly's without her even realizing.

"Yeah. I'm fine." She turned to face him, enjoying the sensation of his touch. He had given her the time and space she had asked for the past several days and Kelly had dearly missed the simple feeling of her hand is his own.

"You're crying." He pointed out, brushing away one of her tears with his thumb. "Are you sure you're okay?"

"I'll be alright, Brandon." She looked down. Telling Dylan no had been the easy part. She swallowed hard, pulling her hand out of Brandon's, hating herself for doing so. She reached inside her purse, wrapping her fingers around the jewelry box that contained the engagement ring Kelly so desperately wished she could put on her finger.

"Why don't I believe you?"

Kelly looked up, smiling bitterly at him, the tears flowing freely down her cheeks now. "Because I'm lying. Because I'm not going to be okay. Not now or probably ever."

Brandon's expression darkened and he took a step away from her. Suddenly Kelly felt cold and very much alone. "Kelly, if you want to go on that trip with Dylan, well, I guess I'll have to understand. But you're going to have to call him right away. Before it's too late."

Kelly shook her head. "No, Brandon. I don't want to go with Dylan. But…" She trailed off, suddenly unable to say the words.

"But what?"

"I-" Kelly began then stopped herself, tightly squeezing her eyes shut.

'Go for the brass ring, Kelly. Marry him.'

"You don't want to marry me?" Brandon proposed, his voice full of hurt.

Again, Kelly began to shake her head. She didn't know what she wanted any more. She knew telling Dylan no had been the right thing to do. Fifteen minutes ago she thought telling Brandon no was the right thing to do as well, but now, being here with him, Kelly was no longer certain.

"Brandon," She began, forcing herself to look up and meet his piercing gaze. "You know I love you, don't you?"

Brandon nodded slowly, his expression guarded.

"I think I've always loved you Brandon. Since the first moment I saw you sitting all by yourself at lunch, I knew there was something different, something special about you." Kelly began. "It didn't take me very long to learn just how special. But I knew you were in a completely different orbit than me. You were so amazing, so sweet and so good. And I, well, I was me." She looked down, ashamed of herself. "You were so much better than me and I knew I never stood a chance with you."

"That's not true, Kel. I've never been better than you. We're two completely different people, but you're absolutely amazing. You shouldn't let anyone ever tell you differently – especially yourself."

"Yeah, well, I don't feel too amazing right now." Kelly sniffed. "To be honest, I feel like the lowest form of human being. I should never have allowed Dylan to come between us like that. If I hadn't, then we wouldn't be in this predicament right now."

"What are you talking about?"

"Brandon, I know you only proposed to me as a counter offer to Dylan's trip around the world." Kelly stated with a weary sigh. "You didn't propose because you really wanted to get married. You were in competition with Dylan. And I was the prize."

"It wasn't like that, Kelly. I do want to marry you. You're the only woman I've ever been with that I've been able to imagine spending the rest of my life with. I love you, Kelly." Brandon whispered sincerely and for half a minute Kelly almost believed him.

Kelly closed her eyes, struggling with her emotions. "I can't accept this, Brandon." Kelly reached inside her purse and passed him the engagement ring box. "Not right now. Not for the reasons you asked."

Brandon took the box from her, studying it thoughtfully. He glanced up, giving her a crooked smile. "Yeah, I think I sort of guessed that earlier."

"I'm sorry."

"I am too." Brandon took a step forward, giving her a quick kiss on the cheek. "Despite of what had motivated me to propose; I really do want to marry you, Kelly. I love you."

"I love you too." She whispered, regret filling her. Why had she said no?

'Go for the brass ring, Kelly! Marry him.'

"So, where does this leave us?" Brandon asked. "Do we break up?"

"I don't want to." Kelly choked out, her throat constricting painfully. She hadn't even considered the idea that Brandon might want to break up with her if she said no to his marriage proposal. "Just because I don't want to marry you doesn't mean I don't want to be with you."

"I don't know, Kel." Brandon frowned. "Everyone knows I proposed and now they're going to know you turned me down."

"So you'd break up with me for the sake of your wounded pride?" Kelly stared at him in astonishment.

"No. Of course not. It's just, well, Kelly, what do you expect of me?" He paused, his eyes on her, betraying just how deeply she had hurt him by even debating whether to marry him or not. "You said no."

Kelly drew her lips together in a thin line, suddenly feeling ill. He was breaking up with her. Brandon was going to dump her because she had said no. "Wh-what if I say yes now?"

"It doesn't work that way, Kel." Brandon shook his head. "I know you don't really want to marry me."

"I do, Brandon. I do want to marry you." Kelly protested, suddenly realizing it was true. She did want to marry Brandon. Eventually. "Just not right now. We've barely been together a year now. I'm enjoying just being with you. Why make things more complicated?"

"Marriage isn't a complication, Kelly. It's the next logical step. When two people truly love each other, that is." Brandon explained. "Kelly, you've been the longest, best relationship I've ever had. I know I'm in love with you. I know I want to spend the rest of my life with you. But, if you don't feel the same-"

"But I do feel the same, Brandon." She cut him off. "Just not yet. I think it's too soon. We're too young. Besides, what about Dylan?"

"What about Dylan?" Brandon's face clouded over and Kelly regretting bring up her ex-boyfriend again.

"He's upset. He's going to be upset for quite awhile. If I start going around wearing your ring, he's only going to get worse and I'm worried that he'll spiral downward again."

"I'm not going to let my life be dictated by Dylan McKay, Kel." Brandon stated a bit coldly. "If you're going to let him run yours, well, that's your choice. But if you do, you need to know, I'm not going to be a part of it."

Kelly swallowed hard, struggling hard to keep back her tears. She studied the man she knew she loved, wondering if she could really be the woman he seemed to want. "Dylan doesn't run my life, Brandon." She whispered softly. "But I do care about him. You know that. You've always known that. Dylan was one of the first things we discussed when we decided we were going to give this a shot. It's unfair for you to tell me you're breaking up with me because I worry about him."

Brandon sighed wearily. "I'm not breaking up with you."

"You're not? Because it certainly feels like you are." Kelly shot back with more heat than she had originally intended. "You're telling me that you won't be a part of my life if Dylan is. And honestly, Brandon, you know Dylan will always be a part of my life. He's my friend. He's our friend. You just do going turning your back on your friend."

"Then he'll always try to sabotage our relationship." Brandon pointed out, and Kelly knew he was probably right. At least until Dylan got over his silly infatuation with her.

"Brandon…" Kelly began, though she didn't even know what she was trying to say. She stared at him, her heart aching and her throat constricting. She knew she was going to loose it any minute now, especially if he kept looking at her with those gorgeous blue eyes filled with so much pain.

"You know what, Kel," Brandon cut it off, shaking his head in frustration. "I'm tired of this. Right now this just isn't working." He gestured with his hand, indicating himself and Kelly. "Maybe we should take some off. Take a break for the summer or whatever. I don't know. Maybe things will make more sense in September."

Kelly stared at Brandon, trying to think of something to say, something that would change his mind. But it was evident that his mind was made up.

"I love you Kelly." Brandon stated suddenly, his eyes piercing into hers. "I mean, I really, really love you. I want to marry you but if you're not ready for that, then I think that maybe we should take a step back for a little while. Maybe reassess our relationship."

Kelly found herself nodding, blinking at the tears that had immediately sprang to her eyes. "I, I guess so." She could not look at him. She had known this would probably happen, she just didn't realize it was going to hurt quite so much.

"Take care of yourself, Kel." Brandon gave her a quick kiss on the cheek. "Have a nice summer."

"You too." Kelly mumbled as she watched him go directly towards his car, hopping inside without even bothering to open the car door. He started up the engine, giving her a small wave before disengaging the parking break and shifting the car into drive. He exited of the Peach Pit parking lot, cautiously looking both ways before pulling out into traffic.

Kelly remained in the parking lot, staring vacantly out into the distance for several minutes before she finally allowed herself to give into the tears that had been threatening to overcome her all day. More than ever, she felt completely alone. Brenda was gone. Andrea was gone. Donna and Clare just didn't understand. And Brandon… She lost him. Maybe for forever.

"Hey you."

Kelly spun around, her heart hammering wildly, taken completely by surprise. "Steve!" She exclaimed, wiping at the tears in a desperate attempt to look like she was in control of herself. "I didn't hear you. You scared the living daylights out of me!"

"Sorry about that, Kel." Steve studied her, his expression filled with more sympathy than someone with no knowledge of what had just transpired should have.

"How long have you been listening?" Kelly inquired directly, not bothering to play games with Steve.

"Long enough." Steve shrugged. "I heard what you said to Dylan. Heard what you tried to tell Brandon. If it helps at all, I'm really sorry."

"Thanks, Steve." Kelly whispered, surprised that his sympathy did alleviate some of the pain, at least for now. She made a failed attempt at a smile as she added. "I knew it was going to be hard for him to hear no, but I didn't think he'd break up with me."

"He really wanted to marry you, Kel." Steve explained. "He asked me if I would be okay with it quite awhile ago."

"What do you mean, 'quite awhile ago?'" Kelly inquired, suddenly feeling quite queasy. "Just how long ago?"

Steve frowned, considering her question. "March. Or maybe early April." He finally answered her. "After that stupid fake documentary of David and Clare's."

"Really?" Kelly's eyes widened as realization dawned on her. Brandon proposing to her and not just been some hasty decision he had made to counter Dylan's offer. He had actually wanted to marry her. "Are you sure?"

"Of course I'm sure." Steve chuckled. "He was kinda freaking out because he thought I'd be upset or something. You know, given our past."

"Right. Our past." Kelly grimaced. "So what did he tell you? What did you say?"

"Honestly?" Steve stared at her, his blue eyes suddenly reminding her far too much of Brandon's. "Well, he told me that he was in love with you and wanted to marry you, but he wanted to make sure I wouldn't be upset. So I told him I'd be upset if he didn't marry you. I've seen the way you two look at each other. I may not know a whole lot, but I do know you two belong together. I've never seen you happier than when you're with Brandon."

"I am happy. Was happy." Kelly corrected herself sadly.

"Then why give up, Kelly?" Steve challenged her. "You hurt Brandon's pride but he's still in love with you. Give him a little bit of time. He'll come around. Realize how much he needs you in his life."

"But that's just it. What if he realizes he doesn't need me?" Kelly countered.

"Trust me, Kelly. He needs you. Like a fish needs water, Brandon Walsh needs Kelly Taylor." Steve laughed.

"So you think his whole 'take a break' thing is a good idea?"

"Well, Kelly, what other choice do you have in the matter?" He pointed out.

Kelly nodded slowly, realizing he was right. She was no longer the one in control of things. Brandon was. She had missed her opportunity. She had chosen, but she had chosen wrong.

"I should have said yes." She murmured, blinking at the tears in her eyes. "Steve, I should have told him I would marry him. I just thought…"

"I know what you thought, Kel." Steve was suddenly holding her, wrapping his arms tightly around her slim frame. "And it's okay. You didn't know any better. But you do now. Give him some time, Kelly. And have a little faith. If you two are meant to be together, you will be together. Eventually."

"I don't want eventually." Kelly sobbed, trying hard not to wish it was Brandon's strong arms holding her right then instead of Steve's. "I want now. I want him now."

"I know you do, Kel." He comforted her, holding her tight as the sun slowly began to set in the distant, western horizon. "I know you do."

Author's Notes:

Betcha guys never saw that one coming, huh? I was in control of this dialogue and I still had Brandon and Kelly break up. How evil am I? But seriously… If I had kept them together, it would be a rather dull story to read (let alone write!). Originally this story was supposed to be a one-shot and I was going to have Kelly choose Brandon, but it flowed so well this way and with some other ideas I had been having for a S6 story that I had to make it an actual chapter story. So please let me know what you guys thought by clicking that little review button and maybe then I will get the next part up super fast.

Cheers,

Jianna