Authors Note: This is a short one shot that takes place during the episode "Beck Falls For Tori". We know that Cat made the dress that Beck wore to impersonate Tori, so here is what there interaction could have consisted of. Please review and let me know what you think.

Shall We?

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"Does Jade know?"

"No,"

"Andre?"

"No."

"Robbie?"

"Just you Cat," he had answered softly. She looked up from the paper she was sketching on. Their eyes met briefly before he looked down at the fabric in his hands. The dark blue was hard against his tan skin. He wondered, not for the first time, if this was a good idea.

"I like secrets," she exclaimed after a moments pause. Her eyes were cast downward in concentration, but he knew that the smile on her face was meant for him.

"Jade would be jealous if she knew," he explained. Sometimes when he was with Cat, he felt like he needed to fill the silence. The moments when she would quietly keep her thoughts to herself were so few and far between, and he was surprised to feel his gut clench with longing as he hoped for her voice to fill the space. "She uh, she's a little territorial," he added.

"I know," Cat sang. Her voice was light and airy, like she knew everything. Like she knew everything in the world.

"I don- I don't have feelings for Tori, Jade's just… Jade," he finished lamely. Cat looked up and brushed a strand of red hair from her eyes.

"I think it's really nice what you're doing Beck. And I know you would do the same thing for Jade, or Andre, or even Robbie," she assured him. He smiled at her words, glad that she understood his motives were pure.

"And you," he added, noticing that she'd left her own name absent from the list.

"Really?" She nearly shouted, her voice full of glee. Beck nearly laughed at the joyous expression etched across her face.

"Of course," he chuckled lightly.

"Thanks Beck! You're a good friend," she told him. She shuffled through some papers and walked around the table to find the measuring tape.

"So are you. I mean, I couldn't pull this off without you," he replied.

"I wouldn't jump over a railing for you though. I don't like heights. My brother pushed me off a cliff once," she rambled casually, gathering various things from around the room.

"Uh- he, what?" Beck scrunched his eyebrows in confusion.

"I landed in the water," she paused to consider her next words. "My brother didn't talk to me for the rest of the day… he was angry," she finished, shrugging lightly.

"He was angry at you? But… he was the one who pushed you off of a cliff," Beck ran a hand through his hair. Sometimes it was exhausting talking to Cat. But usually when he finished a conversation with her, he felt like he'd accomplished something, like running a marathon. It started out fun, got rough towards the middle, and in the end you were left tired but in better condition that you had been when you started.

"Right," she agreed, not bothering to explain further. Beck shook his head and decided not to push the topic any further. In a marathon, it was important to pace yourself.

"So ah, do you think you'll be able to make the dress?" Deciding it was safer to gear the conversation to the task at hand, Beck questioned Cat curiously.

"Yes. It'll be much easier than dressing Tori for a funeral, I need to measure your waste now," she spoke formally. Stepping forward, Cat extended her arms and brought the tape measurer towards his waste.

"I thought you could like sense everyone's measurements or whatever," he replied. He cleared his throat uncomfortably as Cat traced her fingers lightly across his abdomen. Goosebumps sprang to his skin and he told himself it was a perfectly natural physical reaction.

"I have trouble with waste measurements. Sometimes the numbers appear to me scrambled," she told him. He searcher her face to see if she was serious. She was. He should have known.

"Oh," he answered, trying to ignore the warm sensation traveling through his stomach. "I uh- whoa. Whatcha doing there?" her hands had slipped under the hem of his shirt and her fingers made contact with his bare skin. Beck stepped back, swallowing hard and feeling the heat rise up from his neck and across his face.

"It has to fit perfectly. It can't be baggy like boys clothes," she explained, pulling him back by the hem of his shirt. He hesitated briefly before shuffling forward. Cat looked down and giggled before poking his stomach gently. "Are you ticklish?" she asked, her voice full of laughter.

"What? No. No," he moved to back away again but she paused him with her words.

"Don't worry, I won't tickle you," she assured him. He looked at her skeptically but she simply pulled his shirt up slightly and began stringing the measuring tape around his stomach. "Sometimes I throw up when people tickle me, hold this," she handed him one end of the measuring tape and moved to work the other end around his back. Her arms encircled his waste and her face pressed lightly against his chest. "It's gross and I don't like it. Throwing up I mean. Being tickled is nice. Until I throw up," she finished. Her arms came out from around him and she covered his hand with her own, allowing him to let go of the tape he was holding.

"Oh," he uttered.

"You're so skinny," she murmured. She lowered her head to get a better look at the measurements and Beck felt her hot breath against his stomach. His eyes fell shut and he grit his teeth, willing his body to ignore what it was feeling. "Got it," she exclaimed quietly. The moment her words reached his ears, Beck stepped away hurriedly. He stumbled backwards and awkwardly pat his shirt down. Cat looked at him curiously and he coughed, hoping to drown out the hammering of his heart.

"All set? Good. That's good," he nodded.

"Are you okay?" Cat wondered, noticing his odd behavior.

"Fine, I'm fine. Great," he nodded his head vigorously.

"Okay. Um, you don't have to stay, I can finish everything from here," she offered. Beck jumped at the chance to leave and get a hold of himself. He knew that he was a teenage boy and that his hormones were always on alert. But he'd never experienced anything like this. And to be perfectly honest, he was freaking out.

"Are you sure?" he asked, mostly to be polite. "Okay, well I'll see you later then," he continued before she'd had a chance to answer his previous question. He was out the door in seconds.

"Bye. People can be so weird," Cat muttered to herself.

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"Beck!"

"Cat, oh hey," Beck quickly finished pulling the shirt over his head and turned to the small redhead. Cat had wandered away from Tori and the rest of the group after a brief moment of hugging and excitement. She found Beck in a hallway, set away from the stage. He was back in his regular clothes and the costume she'd made him was piled near his feet.

"You're you again," she noted happily. He smiled at her words and bent down to pick up the discarded costume.

"I'm me," he agreed. "Is there a bathroom somewhere around here?" he asked her, looking left and right.

"I don't know, why? Did you get a 'pee-minder' or, or did 'tinkle time' send you an alert?" She giggled musically and Beck shook his head.

"I just wanna get this stuff off of my face," he gestured to the smudged make-up that he was currently trying to wipe away with some tissues.

"I think you look pretty," Cat smiled genuinely. He chuckled at her sincerity.

"Thanks Cat, but uh… pretty isn't really what I'm going for," he explained. "It'd just be easier if I had a mirror or something," he added, still craning his neck to look around.

"Here," Cat stepped forward and took the tissues from his hand. "Sit," she ordered, pointing to the cart behind him. Beck looked at her in confusion for a moment before she sighed and pushed him backwards gently with her hand on his chest. "Sit," she repeated.

"You don't have to," he replied, hopping onto the cart. She stepped forward, between his legs, and the warm feeling in his stomach returned. It spread through his body, quicker this time, as though it were coming home and seeping into familiar places.

"Boys don't know how to take make-up off," she mentioned. Cat focused on his face as she wiped away the eye shadow on his lids. He focused on her neck, bare and long. "Except my uncle," she added.

"Huh?" Beck had been momentarily transfixed by the site of her skin. He mentally slapped himself for acting like such an idiot. Cat shouldn't have effected him this way. She was a beautiful girl, but he'd seen plenty of beautiful girls. Cat was his friend and she shouldn't have been able to make him feel the way he felt.

"My uncle used to wear make-up sometimes, so he knows how to take it off. But most boys don't. He wasn't a clown. You look nice without make-up too," her ramblings jumped between topics but Beck found himself following along easily. She wasn't so hard to understand, not when you took the time to listen. Beck promised himself that he'd do that more often.

"Thanks," he replied softly. She smiled briefly and discarded the tissue she'd been using. Switching to a clean tissue, she brought her hand to his lips. Her eyes were hooded and she swallowed nervously as she wiped away the faint lipstick he'd been wearing. Beck's own eyes wandered to her lips. They were parted just slightly, full and still. He remembered the way they had felt on his own when they'd kissed for the class movie. It had lasted only seconds but he recalled it more often then he'd like to admit.

"There," she cleared her throat. "All done," her smile was barley there, weak and unsure. It let him know that whatever he was feeling, he wasn't alone with. She felt it too.

"Right, thanks," he said. Her hands dropped downward and landed on his legs. She removed them quickly and shot back as if she'd been stung. Looking down and blushing prettily, Cat shuffled further backwards and away from Beck. "We should probably find the others," he said while hopping off of the cart.

"I'm just gonna go… see what's over there," Cat replied, pointing down the hall and scurrying to past him.

"Cat," he grabbed her arm before she could pass. "We should find the others," he repeated sternly.

"But…" Her eyes darted around nervously.

"You were a really good friend today. To Tori, and to me. So let's go find the others and celebrate," he told her in a businesslike fashion.

"Celebrate?" She asked, her voice full of confusion.

"Tori didn't have a panic attack, I didn't die, and you're awesome. I say that's cause for celebration," He smiled, hoping to ease the tension between them. He was just as unsure and nervous as she was. Maybe even more so. But he needed to find some semblance of normality. So he held his chin high and ordered his heart to return to its normal speed.

"Okay," she replied quietly. She smiled up at him and wrung her hands together distractedly.

"Good," he nodded. "Shall we find the others?" He asked in a mock British accent extending his arm and offering it to her. She giggled loudly and he forgot to banish the warm feeling from his gut.

"We shall," she answered, looping her arm through his own. And with those final words they walked together down the long hall and towards their friends. Neither knew what they were feeling or what it meant. They only knew that they had something to celebrate.

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