Elizabeth smirked as she saw a slightly down looking Aelita walk towards her room and looked down at the catalog in her hands, an idea forming in her mind. Striding confidently towards her pink-haired target, she lightly tapped the girl on her shoulder and greeted her politely, hiding the smirk behind a kind smile. "Good afternoon Aelita. You look upset, are you ok?"

Aelita forced a short smile to her lips then answered "yeah, I'm fine."

"Are you sure?" Sissi asked, faking concern. "I mean you don't look it and." Sissiy paused for dramatic effect, "I didn't really mean to be so mean to you when you first came here, it's just a silly tradition that all new students endure. But if there's something wrong I want to help you."

Aelita gave Sissi a dubious look as she considered, and then gave another small, forced smile. "I'm alright, really."

Sissi shook her head, "boy trouble?" When Aelita seemed to lightly flinch, Sissi knew she had her mark and fought to keep a vicious smile off her face. "You know, all girls have that sort of trouble and it's nothing to be ashamed of. I'm guessing you're having trouble with Jeremy?"

Aelita made a very small nod of her head, some part of her already knowing that she was going to regret even giving Sissi that much information. Especially considering that Sissi knew nothing about what she was going through. But now that it was done all she could do now was deal with the consequences. She led Sissi into her room, hoping that being in her own space would give her some sort of advantage if she needed it, and remained silent.

"So I'm guessing that you can't pry Jeremy away from his computer?" Sissi smiled sadly as she continued, "I doubt you'll ever be more attractive than a collection of computers and software to that nerd. But if you insist, the first thing you have to know is that while covering up in the heaviest fabric you can find is probably a necessity in Canada's cold climate, it's fashion suicide here. You'll never get any boy to like you when you always wear the same old boring outfit."

Aelita looked down at herself and Sissi almost let the cruel smile she felt like displaying cross her lips as she continued. "That dark pink jumper and light pink hooded sweatshirt is sort of nice, but it gets old really quickly. And those puffy things in the front make you look like a small, immature child."

Aelita blinked and held back her own feelings of inadequacy as she tried not to cry. Although Sissi didn't know it, the outfit she had on was pretty much the only one she had. Seeing as she had no money and no family, there wasn't much she could ask for that wouldn't demand an even greater sacrifice from Jeremy and the others.

Sissi continued, actually enjoying seeing Aelita's pain. "And your face... I mean it's nice and all, but you need make-up, and a lot of learning on how to apply it. A girl's face should be polished to flawless perfection; you need eye liner to make the strange green color of your eyes less alien. Powder to cover up the little freckles and blemishes so that your skin looks like fine porcelain and blush to give your cheeks a little sexy color. Take some of my tips and, while you still won't be as beautiful as I am, you'll have every boy that can't have me stumbling over themselves to get the second best. Heck, I bet even Jeremy will actually want to spend some time admiring you."

Aelita looked away from the small mirror she had in her dorm room and resisted the urge to curl up and cry as Sissi's words sunk in. She was failing to be the kind of girl Jeremy deserved for all his hard work. On some level she even began to fear that he was immersing himself in freeing her just to avoid the disappointment of having to see all the imperfections that Sissi was pointing out. Jeremy poured everything he had into saving her from XANA and she put no effort at all into making herself the kind of girl he'd be proud to have rescued and who he would greatly enjoy looking at.

"Aelita!" Sissi snapped, relishing the almost broken expression on the girl's face as she looked over. "There's one more thing." She shoved the catalog she was carrying at Aelita. "This is the best fashion catalog in all of France; you can consider it a gesture of goodwill. The clothing and accessories in there are the latest fashion and once you get over some of your modesty issues, they'll make sure you can get as much attention as you want."

Aelita took the catalog and slowly began to thumb through the pages, her eyes first noticing the prices on all the clothing. The color drained from her face and her shoulders slumped while her eyes bulged from the sticker shock. There was no way she could afford anything listed in there, and there was no way she could even ask any of her friends for this stuff either. Slowly closing the catalog, she managed to avoid collapsing into a crying ball when Sissi looked back over her should and flashed a cruel grin, "you know, you may be able beg me for some of my older clothes when they go out of style. Charity is one of the things my father likes to encourage after all." With that said she left Aelita to her own devices and headed back to her own room, smiling at the misery she inflicted on Aelita.

About an hour later, Aelita showed up in the cafeteria for dinner. Her usually lighthearted demeanor was gone as she looked around the cafeteria and really took note of all the kids, most of whom were not wearing the same outfit as yesterday. Closer study of the girls around her revealed traces of makeup, suggesting that both Sissi and the beauty websites she had been looking at were correct. Around her were girls, dressed in relatively light clothing, many wearing something that exposed their midriffs. There were bright and varied colors all around and the 'pretty' girls seemed to have the easiest time getting the attention of the boys they were interested in, lending even more credence to Sissi's words.

Apparently along with the attention of many other boys, Aelita realized with a shudder. She didn't want everyone looking at her, wanting her or even trying to talk to her. She wasn't like all the other girls here after all; her entire history was a lie, a fabrication created by Jeremy in his efforts to carve a place for her into his world. All she wanted was his attention, she would even settle for just having him take a break from fighting so hard for her life and wellbeing. A life that she was again beginning to doubt was worth everything it cost. She settled into her seat next to Yumi and noticed that Jeremy was skipping dinner again.

"Why so down Aelita?" Odd asked in between bites of food from his overstuffed tray.

She sighed and looked up from picking at her food, but didn't answer.

"Fight with Jeremy?" Odd asked.

Conscious of Yumi and Ulrich staring at her expectantly, she got up, "I'm not hungry today." As she walked away from the table with her tray, she caught Sissi snickering at her at the very edge of her vision. She quickly turned away and walked towards the other exit, certain that her reaction had given Elizabeth cause to laugh harder. The thought deflated her even more and it stuck to her mind as she slowly made the walk back to her dorm room. She considered stopping to help Jeremy with the anti-virus program that he was almost certainly working on, but she didn't want him to see her in this state because he'd worry about her, stop working to help her and then make up the time by not sleeping and he didn't need that after skipping dinner.

A little while after she had gotten to her room, there was a knock at the door and Odd's voice sounded from the other side, asking to be let in. She turned her head and looked at her clock, twenty minutes from when she had arrived. "Odd," she called out, "go away."

"You're upset about something and what kind of friend would I be if I didn't come and try to cheer you up?"

Aelita considered ignoring him in the hopes that he would simply go away, but he was like Jeremy in some regards and she knew he wasn't going to leave until he was satisfied that he'd tried to help or that the situation was going to be too boring for him to participate in. Resigning herself to dealing with Odd, she slowly got up and walked to the door, hoping in the back of her mind that he could help her. She opened the door, knowing that a deep frown was etched into her face.

"What? Are you that unhappy to see me princess?" Odd asked jokingly. "Einstein do something to upset you again?"

"No Odd." Aelita answered in a frustrated tone as she stepped aside to let him in. "I just-"

"Hey, where'd you get that!" Odd interrupted, pointing at the open catalog that was sitting on her desk. "Looking for some new clothes, because I think that outfit would look really good on you."

"NO!" Aelita answered gruffly as she raced over to her desk and slammed the book closed.

Odd walked over and gently pulled it out from under her hand, "too bad because they have some awesome swimsuits, and dresses that would really accentuate your figure." Keeping the catalog at his side he looked back up at Aelita as if he suddenly remembered why he came. "Are you ok?"

"I'm..." She paused and looked away from Odd, "do I really need the stuff in there?"

Odd looked Aelita over, not noticing just how uncomfortable she felt to be ogled like a piece of meat. "Of course not." Odd answered confidently, "What's in this catalog is overpriced junk and you can look just as sexy without needing to pay a fortune. You can probably ask Yumi or any of your neighbors that aren't part of the in crowd around here to help you look really good without needing all of-" He held out the catalog, "this. But keep something in mind, you're pretty just as you are, you don't need to do a ton of work to look good."

"So that's all beauty amounts to, being pretty?" Aelita asked worriedly.

"Well no, it's not everything. I mean you can't be boring and expect to keep a guy, but physical attraction is a very important part of any boyfriend-girlfriend relationship and how you dress can certainly help in that department." Odd smirked, "So is keeping the relationship exciting, that's why I'm such a catch, I'll always be exciting and thrilling, plus I'll always look good."

Aelita shuddered and considered his history with the females of Kadic. "Um... Ok thanks Odd, that's all I needed to hear." He had certainly meant to be nicer about it, but all he succeeded in doing was making her less comfortable and more uncertain about herself. It made her glad that he took her shaky words as being a dismissal and was headed towards the door, the catalog Sissi left with her tucked under his arm.

"Hey Aelita!" Odd called over his shoulder a few seconds after he had entered the hallway to keep her from shutting the door. He walked back towards her and whispered, "XANA makes your life really exciting for me and makes saving it a meaningful challenge for Jeremy, I doubt there's anything more attractive than that." he smiled, enjoying the look of embarrassment and the red coloring of her cheeks caused by the way he had stressed the words Jeremy and attractive.

"Thanks." Aelita answered before she closed her door behind him, still feeling confused. She considered calling Yumi to ask for advice, but stopped herself. Without having a family of her own, Yumi had been much like a mother to her and she had already had to explain enough uncomfortable stuff about being human. Unfortunately, her two remaining options were to go to the internet where she could read about how to make herself more beautiful and hope it was right, or she could ask Jeremy. Of course asking Jeremy was just demanding more from him, asking for yet another favor that she couldn't repay in essence. Further, asking him if she was beautiful would make him uncomfortable. On the other hand, he had yet to refuse her anything. Further, it was making her heart flutter and causing the blood that had only just started draining from her cheeks rush back. With a mischievous smile that that felt pretty good after frowning and feeling sorry for herself over the past several hours, she left her room and headed for Jeremy's.

Only a few minutes after Aelita had left her room, Jeremy was blushing heavily as he sat across from the suddenly bashful and shy Aelita on his bed. When she had knocked, and told him she had an important question, he'd dropped everything and directed her to have a seat on his bed before asking her to ask her question. So now he was stuck, needing to tell the most beautiful girl on the planet she was exactly that and not being able to do so because his words were caught in his throat and his cheeks were on fire. Her face was slowly falling, her lips pressing into a thin line and her eyes clouding over with sadness while he sat there, unable to speak and really, barely able to think. He chided himself, trying to build up the courage to tell her something that would make her feel better.

Finally, as a frown overtook her face and tears threatened to spill from her eyes over his cursed silence, he managed to mutter a simple word. "Yes."

Aelita looked up, pulling her attention from her own lap to Jeremy's face and his very severe blush. "How..." She paused; uncertain she wanted to voice her doubts in the face of Jeremy's answer. But she needed to, she needed to see if everyone put all of their emphasis on physical beauty as the only thing that meant anything.

"Aelita?" Jeremy asked in a hesitant voice before she could finish her question, "Why would you think that you weren't... beautiful?"

She closed her eyes and found one of the stitches in Jeremy's bedspread really interesting as she told him about the earlier conversation with Sissi and then with Odd. She chanced a look back at Jeremy, catching the disgusted expression as he digested her story. When he looked back at her, his expression held a trace of anger that appeared to give him a burst of confidence and warmth that radiated from his blue eyes.

"Aelita, you are..." Jeremy started off weakly before pausing. He started off again, more determined to get his words out. "You don't need to look like a magazine model to be beautiful. You don't need make-up to cover what others see as flaws, you don't need expensive designer clothes to be attractive. You don't need to..." Jeremy seemed to choke on his words a bit before continuing meekly. "To show off skin for attention. What is most important is who you are. It's how you bravely fight XANA, it's the empathy you show to others, the caring nature and sense of calm that you practically radiate." Jeremy paused here to take a breath and noted Aelita continuing to watch him, waiting patiently with her head cocked slightly to the side.

"It's your sense of humor Aelita, and your determination to do what's right no matter what. It's the intelligence you have and..." Jeremy gulped and continued, "It's also the trust you've shown me in coming to me with so many of your troubles and questions. All of it combined is more important than how you look or what kind of clothes you wear."Jeremy wiped at his eyes before continuing, "But understand something, you are..." Jeremy's voice lost much of its volume as she strained to force out the next words, "very pretty as well. Beautiful in the most honest, most meaningful sense of the word."

Aelita grinned, a genuine happy grin as Jeremy's voice echoed in her head and his words registered fully within her mind. Lacking any other option to form a response, she lunged forward and hugged him tightly, ignoring the ever rising temperature of her face as she crushed him against herself for a few precious minutes. When she did reluctantly release him, she gently pushed his stiff body back down onto the bed and gave him a peck on his forehead. "You should get some rest now," she whispered into his ear. "But Jeremy, whenever you think you aren't good enough, remember what you told me tonight." She turned around after receiving a stiff nod from the blond and left his room silently.

Jeremy remained motionless on his bed, still feeling stunned from the affection Aelita had just shared with him. He did hum the beginning of a song before he fell asleep though, changing the lyrics as he went.

Our friendship let us fly

Seems we fell into the hole in each other's lives

I can't stop worrying about tomorrow

'Cause you're depending on me to survive

But together we'll make it through...