Disclaimer: I do not own anything remotely related to Phil of the Future, Disney, or any of the actors involved. That goes for every story I write, because I'm too lazy to go back and fix them. So this includes every Pheely thing I write.

"My mom is out of town, I can't believe she's leaving me here alone!" Keely Teslow said into the receiver.

"Yeah, but haven't you always said how cool it would be to have a party when your mom was out of the house?" Keely's best friend Phil asked.

"Totally," she replied. "But that was before I realized how completely creepy my house is at night."

"Are you going to be alright by yourself tonight?" Phil asked. It was dusky outside, and if she was already creeped out, who knew how the rest of the night would progress.

"No," she told him. "I'm totally freaked out. I wish you would come over and keep me company."

"I can't," he said, genuinely sorry. "My parents won't give me a ride. They have to comb the fleas out of Curtis's hair tonight. It could take them awhile." They both shuddered.

"Fine." She pouted. "But if I get murdered tonight—"

"Stop pouting," he said. "I'll take full responsibility for it if you do get murdered," he promised, and she knew he was smiling. She smiled too, and felt her heart warm.

"I'll talk to you later, okay?" he said. "Call me if you need anything."

"Alright," she said, "I will. Good night."

"Good night."

Phil heard her click of the line and he set the phone down on his bedside table, and lay back on his bed. It was nearly 8 o'clock but he was completely exhausted. He promised himself he would get up in five minutes, and five hours later, he did.

The phone was ringing shrilly right in his ear. He muttered something and reached for his clock. It read 1:27 am. He shook his head irritatedly and grabbed the phone, clicking it on.

"Hello?" he mumbled groggily.

"Phil!" It was Keely.

"Keely," he groaned, laying back on his bed again.

"I'm sorry, did I wake you up?"

"It's 1:30 in the morning," he hissed. Then, "Are you alright?"

"I'm sorry," she said again. "I couldn't sleep."

"What's up?" he was about to ask, when a loud clap of thunder sounded and he noticed that it was raining out, and hard. He heard a frightened squeak from Keely's end of the line.

"Keel?"

"I'm scared!" she squeaked again.

"Okay, well, just calm down," he told her. "It's only a thunderstorm, it's just rain. Don't think about the thunder…and the lightning…and the great big crashes of electricity slicing through the air—" His voice had reached a heightened, quavering pitch. He stopped himself.

"You're not exactly helping," Keely pointed out.

"Sorry, sorry," he collected himself. "You're right. Think about the rain that makes…flowers grow…and baby rabbits and ducks…" 'Where do I come up with this?' he thought.

"Wait a minute, there's not lightning," Keely began. She stopped short when a bolt of violet lightning slashed through the sky. She whinnied and Phil could hear a clatter as she ducked under the covers of her bed.

"Keel, are you okay?"

"No," she whimpered. "Well, yes. But I'm scared." He waited for a beat, he knew she would ask. And of course he would say yes. "Can you come over here?"

He immediately began listing reasons that he couldn't; it was late; it was raining, how would he get there, but as soon as she said, "Please?" he said, "I'll be right over." And put the phone down.

He gathered his things, scrawled a note for his parents, and, cloaked in his raincoat, ran out to the skayak.

He was at Keely's door ten minutes later, soaking wet. She opened the door and rushed at him.

He put out his hand and stopped her just in time. "Hold on," he said. He came inside, pulled off his dripping raincoat, and shook his head, making his hair stand up, adorably, Keely noted.

"Okay," he said, "hug time now." She threw her arms around him.

"Thank you so much for coming," she breathed in his ear.

Another crash of lightning sounded and Keely jumped at the door, slamming it shut.

Phil looked around. "Why are all the lights off? Ever think that that's why the house is so scary?" He reached for a lamp, but just as the light flickered on, the power went out.

"Great," she wailed. "Now we're in total darkness."

"Don't worry, we'll find some candles. Come on."

Keely followed closely down the dark hallway, jumping at every creak of the floorboards and every fresh zap of lightning or crash of thunder.

"Keel, relax," Phil told her. "There's nothing to be scared of."

"Who's scared?" she squeaked, digging her fingernails into his hand.

In the kitchen, Phil felt his way through cupboards and drawers until he had collected a small arsenal of candles, matches, and two flashlights. "Okay, we're set."

Keely reached for a flashlight, but Phil stopped her. "We'll save those for later, once we fall asleep. We can't have candles on while we sleep so we'll each hold onto a flashlight in case one of us needs to go to the bathroom or make a pizza or something."

"Pizza," Keely echoed, shaking her head and rolling her eyes.

They were both lying quietly on the floor of Keely's bedroom when a soft bang sounded downstairs.

"Whatwasthat?" Keely hissed, tensing immediately.

"I don't know," he stammered, scooting down in his sleeping bag and inching along the floor to her side.

"Go check it out!"

"Why me?" he demanded.

"Because you're the boy!" She whispered as if this was obvious. "And I'm scared!"

"And I'm not?"

She paused and blinked at him in surprise. "Are you?"

"No," he said evasively. "I'll go with you."

"Deal," she said. "But you go first.

They got a flashlight and tiptoed into the hall and down the stairs.

"Keely," Phil muttered, "would you give me some room? You're, like, walking on me."

"Sorry," she whispered back.

They got the bottom of the stairs and Keely checked that the door was locked. Then they stole through the rest of the house, making sure every door and window was shut and locked tight, including the basement door.

As they crept back upstairs, Keely still glued to Phil's back, she whispered, "You're sure no murderers can get us now?"

"Not unless we just locked them in."

"Phil!" she cried shrilly. "That's not funny!"

He stopped and turned around to look at her. Her eyes were wide and round.

"Sorry," he told her. "I'm being mean. Let's just go back upstairs, and I'll guard the door, okay? I won't let anyone come in and kill you."

Back in her bedroom, Keely watched from atop her bed as Phil set up his sleeping bag and pillow in front of the door. She was grateful that he would be so brave and protect her, but she also wished that he would come over and sleep next to her because even with all her blankets, and even though he was within eyeshot, she felt cold and alone.