heyyy. i was inspired suddenly. enjoy, although i think it doesn't flow very well...the song's All Over You by The Spill Canvas. check them out. (:

Yeah, he's a looker,
But I really think it's guts that matter most
I displayed them for you
Strewn out about from coast to coast.

It wasn't really that she was ignoring me.

Not at all. She was the best friend anyone could have. She stood up for us, we stood up for her. It was mutual, it was an unspoken agreement. We kept her out of trouble, she kept us out of trouble. No ifs, ands or buts. That was friendship. That was kindness, that was being moral. It was chivalry. When she had first moved here, the very middle of eighth grade, even with the rumors flying around, even with everyone within earshot cracking jokes at her, poking fun at the hick town girl, we wanted to be her friend. We went and sat down at her empty table, made friends with her, trying to cheer her up.

The first time I saw that smile, as she laughed at one of Lilly's jabs toward Amber and Ashley, I thought that I would die. She grinned at us, looking happy. It made me melt. I turned to mush, I couldn't remember what we had been laughing about. And when she replied to Lilly, there was this whole honesty thing. We knew she was telling the truth when she confessed that she had been one of the "populars" at her old school, when she confided in us that, although we would probably think she was a stereotypical, airheaded cheerleader, it was hard for her to adjust.

Of course Lilly and I had no idea what that felt like. We had peaked popularity-wise in elementary school. But I sympathized with her, telling her lightly that being a nobody wasn't very difficult. Then she smiled at me again, and I forgot what I had been talking about.

That only made her laugh more.

I really couldn't tell you when it really changed for the first time. Sometime during Freshman year. Our unspoken, mutual agreement seemed to begin to crack at the edges. Miley saw Lilly's most recent boyfriend cheating on her.

It broke my heart when I found out. I loved Lilly, too, I worried for her, I really wanted the best for her. She had boyfriend after boyfriend, and each relationship ended messily. He cheated on her, he broke up with her, he stood her up, he humiliated her. It hurt every time one ended, and I know for her, doubly so. Each time she was the dumpee. She had never once been the dumper. Every time, he broke her heart and mine. Just as she found someone new, someone she trusted absolutely, someone she depended on, each and every time she would tell me confidently, late at night on the phone, that she knew he was the one. She knew she could trust him. And when I brought up her past breakups regretfully, she would cut me off. "I know it for sure," She said each time.

And each time they broke her heart.

I loved her, I really did. But it grew from a childish, preschool crush to a bond between best friends. We were inseparable all through elementary school, all through middle school. It was never just "Lilly". It was never just "Oliver". It was always "Oliver and Lilly".

I am easily make believe
Just dress me up in what you want me to be

We shared secrets with each other. We knew each other's favorite flavor of ice cream. We knew her favorite romantic comedies, my favorite horror flicks. We had secrets, too, that not even Miley knew about.

We had dated in the beginning of eighth grade, for about two months. It was after her most recent breakup at the time, she was crying again into my shoulder, and just like every time before and every time after it, I held her tight and didn't let her go. I told her every single time that they didn't deserve her if they were stupid enough to dump her. She would be over them in no time, and that someday she would definately find the one who wanted to be with her for life.

She had grabbed me tighter, fighting back more tears, and she had sobbed to me, "Oliver, I want you to be the one."

That completely derailed my train of thought. I hadn't said anything, I just held on to her for two long minutes, and she began to go into hysterics because of it. "I'm so sorry," She had whimpered finally. "Now you hate me, don't you?"

I'll take back what I've been saying

"No, no, no," I had whispered quickly, over and over again. We swayed together, back and forth in unison, as we always did, and I had rubbed her back softly. "I will never, ever, ever hate you Lilly. Not in a million years. And if you didn't know that, I hope you do now."

Then I had made her look up at me. And I explained to her quietly that I knew I wasn't the one for her. She would find someone smart, someone charming and handsome, someone funny and kind, someone who could buy her a big house to live with her in and a nice shiny car, someone who loved her with all of his heart.

"I love you with all of my heart and more Lilly," I had whispered to her, my head resting on her shoulder, "But I know that you will find someone that's perfect just for you. I'm not rich, or smart, or handsome or charming, I'm not any of those things, and I'm positive you will find someone who is."

"I know you are, Oliver. You're every single one of those things," She had murmured back. "Please, you're such a great friend, and you're funny, and smart, and handsome."

I had held on to her tightly, not letting her go. "I..." I had to consider every single aspect of our friendship, every quirk we shared together, every inside joke, every bond that had kept us woven so tightly together. "I'll try, for you Lilly," I had said finally. "But you really need to promise me one thing."

She had looked up at me, her cheeks and chin wet, and whispered, "What is it?"

"You need to promise me that no matter what, we'll still be best friends."

Her eyes lit up, she grinned at me. She grabbed me in a bone-breaking hug, and she kissed my cheek. "Thank you so much," She told me quietly. "I love you, no matter what happens."

For quite some time now.

"No matter what" happened. Our relationship got in the way of our friendship. People asked questions. "So, is she good in bed?" my friends would ask, grinning stupidly.

"This isn't right," I had admitted to her one night. "People think that the first thing we do when we get out of school is get into each other's pants."

She had stared at me. "Oliver..."

"I really think that it's out of hand, it's not necessary..."

"Oliver," She had whispered, fearing for the worst, hoping for the best. Something was coming and she and I both knew it. She started to stop me, ask me what was important to me, whether anyone else's opinion mattered.

"Lilly," I murmured, taking her shoulders. "Do you still think I'm the one?" She stopped talking completely, staring me in the face with an emotion I couldn't recognize easily, though usually she was easy to read. Regret. Pain. Guilt. Lots of guilt, I could almost hear my heart breaking at the look on her face.

"No," She whispered finally, and she began to sob.

I embraced her again, held her against me. Wouldn't let her go. "Your opinion matters. We're best friends. We know each other's secrets, we know the best things for each other. This relationship isn't the best thing that could happen to us."

Lifting her chin, I had told her, "Friendship. That's the best thing that ever happened to us, and it's the one thing that we will always have each other for. I will always be your best friend, Lilly."

Best friends. It was always that way. And when Miley moved to sunny old Malibu, we decided that she was way too lonely and that it was absolutely necessary to our mission of cheering her up to go over and sit with her. So that first time I heard her laugh, the first time I saw her smile. I needed her. Lilly didn't notice, she was happy that we would soon become a trio of best friends.

In my daydreams, in my sleep
Infatuation turning into disease
You could cure me
See, all you have to do now is please try

So by the time freshman year was half over, they were the inseparable trio. It was no longer "Lilly and Oliver". It was "Lilly, Oliver, and Miley". Miley saw Lilly's boyfriend cheating on her. Lilly refused to believe it. "That's impossible," She told me that night. "He would never do that." I was so worried, but it was more of a big brother thing than anyone else. I didn't want anyone to hurt her.

But Lucas was dating seven different girls at the same time, as she soon found out. He did do that.

I felt bad for Miley. Lilly was refusing to believe her, and when she told me that she had tried to make it up to her, bringing another boy to their sleepover, and it had all gotten screwed up, I wished that they would both work out their differences and be back to the way things were.

Lilly eventually broke up with Lucas, and we were all single again. By then she knew that I had taken an interest in Miley. I loved her laugh, I loved her smile. Her eyes, her hair.

And then she started dating that zombie slayer again.

I gotta feel you in my bones again,
I'm all over you.
I'm not over you.
I wanna taste you one more time again,
I'm all over you.
I'm not over you.

Suddenly it was just Lilly and I. Miley was always eating face with her zombie-slaying boyfriend, never enough time to come eat lunch with us, or say hi to us when we passed by her locker. It hurt. I wanted her, I needed her so badly. By then Lilly knew something was going on for sure, the way I stared at her, the way I got all tense whenever they passed by us, hand in hand, just enjoying each other's company.

Give it your best shot and try
All I'm asking for is love
But you never seem to have enough

He broke up with her, and though I wanted to, I couldn't go over to her house or invite her to mine to help her. That was now Lilly's job, and she spent three days over at Miley's house, sleeping over every night, trying to cheer her up. I wanted her, though, I needed her. I wished I had been Jake Ryan, then maybe she wouldn't have been crying all weekend over him. I felt like I should have been happier. That stupid face-sucking jerk of an actor had finally moved to Italy for the filming of his next movie, but not before breaking up with Miley. For the third time.

I should have been happy. Estatic, even. It was my turn. I could show her how good a friend I was, how close of a friend I wanted to be. But I couldn't go over to their house without something automatically being up.

I gotta feel you in my bones again
I'm all over you
I'm not over you
I wanna taste you one more time again
I'm all over you
I'm not over you

So she came to school that Monday. No more sniffling like she had been when I called her on Sunday. Just to check up on her. She had told me, "I'm fine, Oliver." And she had hung up.

As soon as she came in, I went over to her as casually as I could. "Feeling better?" I asked cautiously.

She had glared at me and walked directly past Lilly and I. Lilly rolled her eyes at me and chased after her. I felt stupid. I felt like I had screwed up. I really didn't think she was ignoring me, or at least, I didn't want to think that. It was more of...she didn't want to talk to any other guys right now. So that's what I decided. I was so selfish.

This life is way too short
To get caught up in all this stuff
When I just want you to love me back,
Why can't you just love me back?

Selfish. That was the word. I sat next to her at lunch, where she was sniffing again and Lilly was sitting as close as possible without it being awkward, and I said the exact same thing I would have said to Lilly. "If that jerk thinks that he's better off without you, then he's the most idiotic person I have ever met."

Lilly caught my eye but didn't say anything, but Miley looked up at me. "Do you really think that, Oliver?" She asked, her tears threatening to spill, but not until I said something stupid. The edges of her lips were beginning to pull up into that smile.

"Yeah," I said, feeling like I had done something right. Maybe she would want me if I could relate to her more.

Why can't you just love me back?
Why can't you?
Why can't you?
Why can't you just love me back?

"That's so sweet," She said, almost grinning at me. "Thanks, Oliver." She hugged me.

It was friendly, but it still made my stomach drop below my feet. I struggled to keep the stupid, dazed grin off of my face. Smokin' Oken, one, Zombie Slayer, zip.

Was I a cheater? Did this count of taking advantage of someone in their time of need?

I've gotta feel you in my bones again
I'm all over you
I'm not over you
I wanna taste you one more time again
Just one more time.

Five weeks later, I kissed her.

She had come over to my house at midnight, sobbing, and had thrown rocks at my window until I tossed down the fire-escape rope ladder that was in my closet.

She had stumbled into my room and hugged me, sobbing about how Jake was coming back to Malibu for six months, and how she really didn't want to date him again. It had happened three times before, she had wailed, why not a fourth? So I set her on my bed, and I told her that she didn't have to do anything, and that he didn't deserve to be cried over, especially by her. She had stopped crying after a while, and she had told me that I really knew how to cheer someone up.

So I did the first thing that came to mind. I kissed her.

This life is way too short
To get caught up and all mixed up
When I just want you to love me back
Why can't you just love me back?
Why won't you just love me back?

She had definately payed more attention to me after that. It was like she suddenly realized how dangerous I was, how unpredictable. How useful. "Thanks, Oliver," She whispered to me the day after, as soon as she saw me at school, grinning. I felt happy. I felt complete. She had to like me, if not similarly to the way I liked her.

But then in walked the zombie slayer, one week later. He pressed her up against the lockers and made out with her.

She didn't pull away.

Why can't you just love me back?