Disclaimer: Do not own et cetera.

AN: OK, this was something that occured to me. I know I should be working on We're Sorry but this wouldn't let me not write it first.

I think despite Audrey being so, I guess the word's 'insufferable', she might actually be my favourite character to write. At least among characters that aren't from Power Rangers.


Audrey would never go so far as to scowl, but the look she had on her face at that moment came close. There she was fresh from another day's post-schoolday cheerleading practice and hoping to spend some nice relaxing time with her boyfriend and what does he decide he needs to do? Help the son of one of the most vile women who ever lived with his running.

While Audrey didn't exactly trust the Lostlings (was that a word?) Mal was the only one she had a problem with (not to mention that Mal had defaced school property with the message 'Long Live eviL' - it's not like she was even pretending to be good), but anyone cutting into her free time with her beloved Benny-Bear was not on; they were so in love that the mere thought of him sent warmth flooding through her body. But she'd much prefer to have more than thoughts. Give it another month or so and she was certain he would propose. Well, maybe two months; in one month he'll still be getting used to kingship and she can't really fault him if he's being distracted that.

She also certainly wasn't going to blame Ben for trying to help his tourney team do well; it would be hypocritical given how seriously she took her cheerleading. No, as much as it hurt her to do it she blamed Fairy Godmother for saddling the tourney team with dead weight. Though it displeased her she was proud that Ben was someone his teammates could turn to for help in the same way she was sure the cheerleaders and mascots knew they could approach her.

But she absolutely would not give up valuable Ben time, which was why she was out beside the running track dressed in one of her spare cheerleader outfits to cheer for someone she didn't like, or even know really, as she held her beloved Benny's hand and smiled as his fingers interlaced with hers.

She was just getting used to that lovely feeling when she heard a scream and saw 'Isle-boy' dash past them. Ben seemed to think he was giving himself a running start but Audrey recognised the look of dread and realised he was truly running for his life, but what he was running from she had no idea. There were no villains or evil creatures in sight, just a few birds (and not even the nasty sorts) and Dude, nothing to be scared of at all.

She was pulled along as Ben raced after him, finding him in a tree with Dude standing at its base.

"Help me. That thing is a killer." Audrey was so stunned that she didn't notice Ben pull out of her grip and pick Dude up, but even so she deduced what was going on even as Ben said it - Carlos was afraid of dogs. She told herself that she would not make fun of his cynophobia, after all she'd had nightmares for a month after she first saw a snowman, but that left her unsure of what to do.

He looked so helpless, so desperate, that she wanted to hug him. But she wouldn't - it was at the very least unseemly to hug people she didn't know very well, and she couldn't even remember this boy's name.

So she settled for "Hey, it's OK, don't run away."

"Are you mad? That thing is a monster. It's going to rip my throat out and eat me. And if an entire pack of them come..." he couldn't even finish his sentence as he shook from fright and Audrey and Ben were worried he'd fall out of the tree.

"Carlos, Dude won't hurt you. He wouldn't hurt anyone." Ben tried to reason with him.

Right, his name was Carlos. Audrey determined that she was going to remember it.

"But that's a dog; a vicious rabid fanged nightmare. Why are you holding it Ben? It's going to hurt you."

"Carlos," began Audrey softly, "there are admittedly certain breeds of dog that are both able and willing to behave in the way that you fear. Dude is not one of those. I assure you that he is one of the most lovable creatures imaginable. And I'm just curious and all but why do you think it will attack you, or us?"

"My mother warned me about dogs, she's an expert on the subject."

Audrey and Ben shared a look; his mother was certainly not an expert and if she didn't know just how ridiculous the notion was she'd think Cruella had been messing with him on purpose. But that was a stupid idea, as nasty as Cruella was known to be Audrey felt certain she'd have still been nice to her own son.

"You've never actually met a dog have you?" The sound of Ben's beautiful voice pulled Audrey from her thoughts.

"Of course not." answering.

Audrey watched as Ben talked Carlos out of the tree, said a few more words to him, and in an amazing display of calming and relaxing persuaded him to hold Dude. Then again, Ben's amazingness was another part of what she loved about him in the first place.

A few minutes later Ben suggested that Carlos spend some time getting acquainted with Dude alone and they were about to leave, and Audrey hoped for some one-on-one time with her boyfriend at last when Carlos's shaking voice brought her round again.

"Hey uh, princess, I just wanted you to know that Dude's not the only one that's not so bad as I was expecting. Thank you."

Audrey was taken aback for a moment, but quickly remembered her manners and plastered her very best smile back onto her face.

"You're most welcome. You know, you're not nearly so bad as I feared either." She found she meant it too. Though she still had serious reservations about his friends (and one in particular), she found she genuinely believed he was a good person. That was something she would have to give some serious thought to.

It was after a lovely picnic dinner (with Ben naturally) that she next saw her favourite little lostling (if it wasn't a word she would write a strongly worded letter to the lexicographers of the Auradon United Dictionary and demand that they add it - her grandmother's sizable donations to their department should make that easy) as he stood just outside the back entrance, cradling Dude in his arms.

"Hey Ben, Princess," he greeted as they walked past.

"Hey Carlos," they replied in sync. Audrey loved it when they did that. She was ready to move on but Ben stopped to ask what was (in her opinion) one of the worst questions imaginable.

"Hey, do you know where Mal is right now?"

Carlos spluttered. "Uh, with Jane somewhere. Something to do with magical makeovers, I didn't ask for details."

Ben's response of "that's probably very wise of you" didn't fully register with Audrey as her mind was reeling. Please don't let Mal have hurt Jane. Magical makeovers were the sort of poison someone would willingly take, completely forgetting who they really were with each successive spell as they strove for that perfect look. And because they were so insecure in themselves to begin with even true physical perfection, should they find it, was not enough for more than about a week. And Audrey was all too aware that sweet little Jane was very insecure and unhappy with her body, and desperate for more magic in her life - a highly dangerous combination.

The real reason that she'd refused to make Jane a cheerleader back when she'd tried out a while back was because her movements lacked grace and poise, and she didn't have the required strength in her muscles to be the base of any pyramid (and if body-enhancing spells could give someone extra muscle mass then nobody had ever used them for it, rather than for getting rid of what little they had, and Audrey realised that her internal monologue was comparing magic to steroids, or drugs in general, which now that she thought about it was pretty accurate - they have their uses but most of the time they're stupid and dangerous, especially in untrained hands).

Anyway, while the real reason she'd refused Jane as a cheerleader was that she just couldn't do it, and she'd tried to make it clear, and even appointed Jane to the mascot costume as a show of support, she knew Jane thought it was because she didn't look the part. In hindsight making her the mascot may have hurt more than it helped with that, as nobody could look good in that and it was a largely unappreciated post. She'd given it to Jane as a show of support - to show her that there was absolutely a place for her and that she really did like her but sadly it seemed Jane had taken it to mean that she was only worthwhile while masked. Audrey told herself that if Jane was still alive tomorrow that would change, and if she wasn't then she'd collect her father's sword from wherever he had left it and bring Mal's descent into supervillainy to an abrupt end.

She became vaguely aware of someone saying her name, and realised she and Carlos were alone, well almost - Dude was still in his arms.

"Huh, where did Ben go?" Audrey asked, fully alert again now.

"He said something about homework, and a promise to look in on Mal later on, before he kissed you and ran off." Carlos replied. "Um, princess, are you sure you're OK?"

"I was just caught up in thoughts of Jane, and how I'm worried that Mal might be exploiting her." That was true enough, but she struggled to comprehend that she'd missed Ben kissing her - it was the highlight of her day. She also realised that being so open with Carlos might well be impolite but it was too late now - she'd said it.

"When Mal gave Jane her new hair she said she wanted to make friends, is that so hard to believe?" Carlos didn't meet her eyes as he asked that, but that wasn't unusual enough to be damning - very few boys, or girls for that matter, actually held her eyes in discussion. What was unusual was that Carlos's eyes unlike most boys (and more than a few girls) didn't go downwards but upwards and slightly sideways, a strange look appearing on his face.

"Uh, princess, please tell me I'm not imagining those?"

Audrey looked around but there was nothing unusual, just the tourney field, the trees and the night sky.

"Imagining what Carlos?"

"Oh no." Carlos's expression had changed to the same raw panic he'd had when he first encountered Dude, who incidentally sensed his change of mood and bolted out of his arms. This time Audrey really did hug him, but it was as much about keeping him still as it was about comforting him.

"What do you see Carlos?" Audrey made sure her voice was much kinder this time. If, heaven forbid, Carlos actually was insane, she wanted to minimise the risk to herself and try not to trigger anything.

"Up in the sky, it looks like someone opened a giant glitter can." Tears fell down his cheeks and ran onto her shoulders, as Audrey's mouth dropped open in shock. It had been heavily overcast the last few days since the villains' children arrived, and she knew the magical barrier had limited would could be seen through it, but she had never expected this.

"Carlos, Carlos listen to me." She pulled back and held him squarely in front of her. "Those 'glitters' as you refer to them are called stars. They're really there, you're not going mad."

A mixture of relief and was that surprise crossed his face.

"You have stars in Auradon?"

"Yes." It was strange for her to hear him ask her that and she tried her hardest to keep the laugh out of her voice. As far as Audrey was concerned it was like asking 'is the water wet?' or 'is the grass green?' and she started to wonder if there was any other obvious thing he may have missed.

"Thank you princess. Thank you, thank you." Carlos got his breathing under control.

Audrey took but a moment to consider her response.

"You are welcome Carlos, and I like you - call me Audrey."

They made their way inside, Carlos asking her about things she'd have never thought of as they went and only parted ways when they saw a pleased looking Ben come upon them.

"I'm glad you two are getting along. I just saw Mal and do you know what she said to me?" He was practically bouncing with excitement and he looked so cute that Audrey didn't care that Mal was the subject of their discussion.

"I can't imagine."

"She asked if she and her friends could be near the front at the coronation so that they 'could soak up all that goodness' when Fairy Godmother blesses me. I was right about them." Audrey's suspicions didn't seem important to her as her beloved bear wrapped her up in a big hug and started planting kisses haphazardly across her face. Actually, her basic limb control didn't seem very important to her and her legs turned to jelly as she hugged him back.

"So what do you think about it Carlos, happy to soak up that goodness too?" Ben asked, only to discover he was talking to thin air.

A hasty "really gotta pee" was his only response and Audrey saw Carlos race for the boys' down the hall. She suspected he was faking to get away from the conversation given that he was fine a moment ago but her focus on her boyfriend kept her from instantly finding a motive. Then it hit her like the Interkingdom Express; Carlos didn't leave because of the question but because they were hard for him to be around at that moment which meant... Carlos must be nursing a crush on her! Talk about putting the 'aw' in 'awkward'! This would have to be handled with tact and finesse.

"Oh well," said Ben, his breath catching on her ear. "So what about you Audrey?" Ben twirled her round while still supporting her weight, and what she thought at that precise moment was that any worries she had about Carlos could wait until morning because right now, she finally had her boyfriend back.


An2: Oh dear. Sadly the last bit got away from me a bit, but Audrey would not be Audrey if she wasn't so focused on her oh so sweet 'Benny-Bear'.

Oh, and before you deploy your torches and pitchforks, no I don't believe that Ben and Audrey's relationship is in the best of states at that point, but I do think that she certainly believes it is. Audrey thinking something does not make it true.