Elaine has been walking for about a half hour. It's gotten dark and she's feeling tired. So, she decides to climb the fence and walks into a large field. She lays down in the grass and looks up at the stars. The brunette takes her ponytail out starts laughing hysterically. Tears rolling down her face.

Will, who has been riding to clear his head after finding out the truth, hears laughter.

He's been staying close the road, but he follows the laughter further into the field. He comes across Elaine Wiltshire having a break down. "Elaine? Are you okay?" She look up to see Will and laughs even harder. Will leads his horse over to a tree to tie him there. The blonde dismounts and walks over cautiously to Elaine and sits down next to her.

"Elaine, are you okay?" He asks her. She looks over to her and stops laughing for a second to pat the spot next to her. "Come, lay me." She erupts into giggles after hearing herself say that. He lays down right next to her, not taking his eyes off of her.

"Elaine, are you okay?" He repeats himself.

She doesn't take her eyes off the stars, "Well, let's review shall we? Despite Peaches, everyone around here that I thought was my friend, all declared that they hated me, my horse, Thunder, is injured; my older sister moved to Russia for some reason, my parents keep arguing about what we're going to do this summer, which usually results with me staying with my grandmother in Germany while they go to Vatican City to 'soak up the religion'; and, the guy I'm in love with would rather snog his own niece than let me tutor him so…its great." Elaine confesses to Will with a forced smile.

Will is just, shocked to say the least. He can't believe Elaine is telling him all this. Elaine's a pretty close book. Reserved, if you will.

"I'm feeling very lost right now. I used to know exactly what I wanted, exactly where I was going. I don't know everything just seems, hazier now." Elaine has lost sight of her goals.

Will just stares at her, "You…you love me?" Will, suffice to say, is floored. He thought Elaine just had a little crush on him. Not this.

Elaine scoffs at him, laughing, "Of course I do. You knew that. I know you did." She finally looks him in the eyes. Her laughter is over shone by what Will sees in her eyes. Broken. Elaine is broken. Will never realized how bad it was for her. He always thought she was so confident and sure of herself. Hearing all this, he's not sure what to do.

Will just wants Elaine to feel better. It that moment, he remembers all the things Elaine's ever done for him, and done too him. He thought it was all because she needed him to be good rider. But it was all out of…love.

Will smoothes his hand over her face and she pulls away and sits up. "Will, don't."

"I'm sorry." He shoots up. He's not sure what he did that was so wrong. He knows what he was going to do.

"It's too late Will. You said you didn't want anything to do with me, so I'm done with that." Elaine's statement fills Will with resentment against it.

"Elaine, I'm sorry. I didn't know how you felt, and I didn't realize all you did for me. I'm sorry Elaine. Please; just let me make you feel better." He pleads as Elaine shakes her head.

Will though, stubborn as a mule, just won't let it go. He placed his hand on her cheek and kisses her. It's soft, hesitant, and she doesn't kiss back at first. As Will leans into it, so does she. Elaine pulls back after a couple of moments.

Will just stares quietly as Elaine lays back down and looks up at the stars. He lays down next to her and they look at the stars in silence before drifting off to sleep.

Will wakes up with a light in his eyes. He groans and sits up. It takes him a minute to remember exactly what happened. The sun is up and glaring at him. He looks around and notices Elaine isn't there. He stands up and looks around and see's that she's not anywhere in sight. He goes to get his horse untied. Will trots back to Covington.

As soon as he arrives, Mr. Bridges is already in the stables and ready with a stern look.

"Will."

Will smiles and puts on the old English charm. "Hello, Mr. Bridges. How are you this fine morning?"

He sighs, "Will, you already missed you're first three classes. Lady Covington wants to see you. Now." He's adamant. Pretty much everyone at Covington is afraid of Will's mother. Except Will.

The blonde gets off his horse as his instructor walks over and takes the reins.

"I'll put him away. You, get to her office. And be prepared." He warns. Will rolls his eyes and jogs off to his mother's office.

As soon as he gets there, the secretary gives him a look. "Good morning Mrs. Ranyard." He greets.

"I'd say good morning to you as well, but I really can't be sure that will last Mr. Palmerston." She remarks as she gestures for him to go right in. Will sighs and steps into the office to face his mother.

Lady Covington is on the phone, "Yes, yes, well I'll have to go back to you on that. Yes, goodbye." She hangs up and faces her son as he leisurely sits down on one of the chairs.

"Will, where have you been? You missed curfew, and your morning classes." She's always been strict, which makes for a good Headmistress, and an overbearing mother.

"I'm sorry, mother. I just, slept in." Lady Covington doesn't buy it. "Will, where were you really? And it better not have been with a girl." Will has gotten in plenty of enough trouble with girls. A lot of them. "When you came here we agreed that you would focus on riding and your studies. Not girls."

Will rolls his eyes again, "Mother I'm doing fine in school. And I'm the best male rider at this school." Which to be fair, is true. Will gets higher scores on his horse than any of the other guys, and he's getting good test marks, partially because of Elaine's constant tutoring and constant nagging that he needs to practice more and eat healthier.

"Why can't you just believe that I slept in?" He questions, and it's his mothers turn to roll her eyes.

"Okay, I actually do believe you slept in…"

"Thank you."

Lady Covington goes on, "But where? You weren't it your room by curfew. So you sleep in, but where did you sleep in Will?" She raises her eyebrow when he doesn't respond. She stands up and walks back to her office, "You'll have dentintion after school and you'll make up the class time you missed with extra tutoring sessions with Miss. Wiltshire." Will has to stop himself from grinning smugly and only nods, "Okay Mother, I have to get to lunch now."

The tall blonde scampers off to the lunch room before his mother can ruin anything. When he gets there he gets his lunch, see's his group of friends and walks over to sit down with them.

"Hey, guys." There's an assortment of greetings as he arrives. "Hey, why'd you ditch class?" Josh questions and everyone stares, wanting to know the same thing. "I just slept in." He explains and everyone accepts it, though there were some rolled eyes.

"Well you missed Elaine's new look. I swear, I've never seen her hair down before." Kit motions to a couple of tables behind them. Will looks over and sees Elaine without a ponytail in her hair and all down. Her hair is still straight, but Will admires how her hair cascades over her shoulders and down her back. She laughs at something Peaches said and Will smiles a little. Just a little.

Elaine catches his gaze and sticks his tounge out at him. Everyone is shocked. Elaine is always so composed and, well, regal. Seeing her do anything funny and out of character, makes it more hilarious. "Whoa," Anya whispers, "What is up with her?"

"No idea," Will remarks.