It looked like the start of a normal day for Keesha as she looked around her third grade classroom, waiting for Miss Frizzle to come in. Dorothy Ann was trying to read ahead of what the class was currently covering while ignoring Carlos's attempts to distract her. Ralphie and Wanda were simultaneously discussing some sort of sporting event from last night and how to mess with Arnold at recess. Arnold, for his part, was praying that there wouldn't be a field trip that day, as usual. Tim was quietly drawing whatever sketch idea had come into his head that morning.

By all accounts, everything appeared to be normal, as normal as Miss Frizzle's classroom could be. However, Keesha noticed that the desk next to hers, usually empty, had a backpack hung across the back of the chair. Keesha eyed it with suspicion. She looked around. Everyone else was either sitting in their regular seats or had their stuff at their regular desks. None of the other six appeared to have noticed the trespassing object.

Keesha was about to say something when the door opened and in walked Ms. Frizzle. Behind her was a girl with a look of sheer terror on her face. She was certainly tall for her age, taller than any of the other girls in the class. Her hairstyle was unlike anything Keesha had ever seen, with the sides cascading down her face and the top kept together with a yellow band. The girl was wearing a yellow button down shirt with what appeared to be red overalls over it, but they didn't go all the way down like regular overalls. That was all topped off with loafers and yellow knee socks. It was certainly unlike any outfit Keesha had ever seen. If her eight year old self had the vocabulary yet, she would have called it vintage.

"Good morning class!" declared the ever chipper Miss Frizzle, taking Keesha out of her thought process.

"Good morning Miss Frizzle!" came the class reply.

"We have a new student joining us today. Everyone say hello to Phoebe!"

The group mumbled their hellos unenthusiastically. Keesha figured why. A new person could mean no more field trips, at least until she could be trusted.

"Phoebe, why don't you tell us a little something about yourself?" Miss Frizzle asked the new girl gently.

"Um, OK," said Phoebe, who instantly blushed. "Well, um, as Miss Frizzle said, my name is Phoebe. Um, I transferred from the school across town. My dad and I just moved a few blocks from here. Um, that's pretty much it."

"Thank you Phoebe. Please take your seat. Now it's time to explore the wonderful world of fractions!"

As the rest of the class groaned, Phoebe sat down next to Keesha, relieved the attention was no longer on her. Keesha gave her a sympathetic look and a smile before turning her attention back to the Friz's attempts to make math as exciting as science.

Phoebe tried to go back to breathing normally as she sat down. When she was up at the front of the class, she could feel her new classmates stares of apathy at best, distrust at worst. Phoebe didn't exactly have a lot of friends at her old school, but that didn't stop the empty lonely feeling she felt right now. Her new teacher seemed nice at least, if very eccentric. She was nothing like Mr. Seedplot.

Phoebe caught a glimpse of the girl sitting next to her. She was an African American girl with black hair worn up. She was wearing a purple shirt with a blue stripe across the middle. Something about this girl intrigued Phoebe. There was an obvious confidence about her, something Phoebe wished she had. The girl gave Phoebe a smile. Phoebe reflexively smiled back. Later in the day, she felt a tug from the girl. She handed Phoebe a note.

Hi, I'm Keesha. Welcome to the class! We're all really nice, I swear. There's a reason for the looks. I'll explain later, or you'll find out soon enough. Relax. You look really nervous.

Phoebe couldn't help but grin, even as she wondered what needed explaining. Maybe this won't be so bad. At least someone here is friendly.

It was lunchtime, and Phoebe was standing around, trying to find an inconspicuous place to sit. Before she could though, Keesha spotted her and waived. Phoebe sighed and went towards the other girl, who was sitting with the rest of the class. Here goes nothing…

Phoebe sat down, but before she could even say hi, the Asian girl in her new class (who had already proven to be quite loud and opinionated) opened her mouth first.

"Keesh, why did you invite the new girl to sit with us?"

"Because Wanda, if Phoebe is going to be in our class now, we should get to know her and let her get to know us."

"Yeah c'mon, Wanda," a dark haired Latino boy chimed in. "Give her a chance." He turned to Phoebe. "My name's Carlos by the way. How's Walkerville Elementary treating you so far?"

Another blush. "Um, OK so far, but is Miss Frizzle always like that?"

The other seven laughed. "Pheebs, you don't know the half of it yet," a larger boy in a red cap said.

"And she better not ruin it either by being a weasley wimp!" the girl called Wanda yelled, earning her glares from the rest.

Phoebe looked at the others with confusion. She turned to the boy in the cap first. "Did you just call me 'Pheebs'?" She then turned to Wanda. "And what are you talking about?"

"Sorry, it just rolled off the tongue that way," the boy replied. "Oh, and I'm Ralphie."

Phoebe smiled. "It's OK. I kind of liked it. At my old school, no one cared enough about me to give me a nickname."

That group frowned at that last comment with varying degrees of sympathy. Phoebe mentally yelled at herself for being too forward too fast and quickly changed the subject. "And Miss Frizzle? What's the big secret?"

Sitting next to Phoebe, Keesha whispered all we can say right now is field trips.

Phoebe giggled. "Field trips? What's so weird about that?"

A red headed boy with glasses groaned. "They're not normal field trips. They're terrible and every time we have one I wish I had stayed home that day."

"Don't listen to Arnold," a blonde girl in pigtails said. "He likes to be dramatic."

"A wimp if you ask me," Wanda interjected. "We don't need another one."

Before Phoebe could respond, the bell rang to end lunch.

The rest of the day was mostly uneventful for Phoebe. There weren't any of these field trips she kept hearing about it. She learned the names of the girl with the pigtails and the African American boy who started drawing every chance he got. Everyone, including Wanda sort of, seemed nice, even after she fell down when up to bat at recess kickball and whiffed completely. To Phoebe, it was amazing she was even invited to play at all.

Phoebe was walking home when she heard a "Wait up!" behind her. She turned around to find Keesha heading towards her.

"Hey, Keesha. You live this way too?"

"Yeah, my mom, grandma, and I live in the condo complex a few blocks from here. You?"

"Oh, um, I live on Maple Street, so I guess not far away from you."

Keesha tried her best not to frown at that. Maple Street was not considered one of the better areas of town. She quickly changed the subject. "What did you think of your first day?"

Phoebe thought a moment. "Um, it was OK. Everyone seems really nice. At my old school, not many people talked to me. They didn't seem to like me." Her face immediately turned crimson. Too much sharing Phoebe. Way, way too much.

Keesha gave her a sad smile. "Why not?" Phoebe could only shrug in response. "I like you."

Phoebe smiled, but there was a tinge of confusion to it. "Why? We just met."

Now it was Keesha's turn to shrug. "I don't know. I just do." It was true. Something about Phoebe intrigued her, even if Keesha hadn't put her finger on it yet.

Phoebe didn't know what to say to that, so she looked around searching for a new topic. She found it looking at Keesha's backpack. "What are those letters?"

She was referring to the monogrammed initials on Keesha's backpack: KMF "Those are my initials, Keesha Marie Franklin. My mom got it for me. For some reason she thought I wouldn't know my own stuff without it being identified."

Phoebe giggled. Keesha glared at her. "What's so funny?"

"Oh, I'm sorry. It's just…my middle name is Marie too."

"Really?"

"Uh huh. Phoebe Marie Terese."

Keesha thought about it for a minute. "That kind of rhymes."

"I know. My parents thought it was cute." Phoebe paused a moment, then broke into a wide smile. "Maybe we were meant to meet."

Keesha gave her a skeptical look, but decided not to completely crush her spirit. "Maybe."

The next day, the class ended up literally inside Arnold, and Phoebe understood all the breathlessness about field trips. Loud and clear.

Keesha opened the door to her house and led Phoebe inside. The Franklin condo was neatly furnished and smartly decorated. The two girls went to the kitchen, where Keesha's grandmother was working on dinner.

"Hi, Keesha," started Mrs. Franklin, "and who is this you've brought?"

"This is Phoebe, Grandma. She joined our class a few weeks ago. I told you about her, remember?"

Phoebe involuntarily blushed. "Nice to meet you, Mrs. Franklin."

"Nice to meet you, but please, don't be so nervous. I don't bite…usually." Mrs. Franklin winked at the last part.

"I'll keep that in mind," replied a still nervous Phoebe.

"When is Mom coming home?" asked Keesha.

Mrs. Franklin frowned. "I'm sorry honey, she called an hour ago and said she was working late tonight. She's not sure when she'll be home."

Keesha frowned herself. She turned to Phoebe, who was giving her a sympathetic look. "Want to go up to my room?"

"Sure."

The two girls headed upstairs to Keesha's room. Phoebe sat on the bed as Keesha closed the door. They looked at each other, not sure what to say. Finally, Keesha sighed and opened her mouth.

"My mom is a banker. She works a lot. This is far from the first time she's worked super late. That's why my Grandma lives with us."

"But your Grandma is your dad's mother, right?"

Keesha smiled in spite of herself, impressed Phoebe remembered that. "Yeah. After the divorce, Grandma sided with Mom. That's why she offered to live with us."

Phoebe smiled back. "She seems nice."

"She is. I don't know what I'd do without her. My mom always works and since the divorce, my dad isn't around a lot."

Silence permeated after that comment. Phoebe looked around Keesha's room with curiosity. The room was painted light blue, and furnished with a bed, bookshelf, and desk. The walls were lined with photos of teen idols from Tiger Beat. Keesha had forgotten about that and was embarrassed someone else was seeing them, but Phoebe didn't react.

"I like your room."

Keesha breathed a sigh of relief, and the two went back to normal girl conversation. Serious discussion could wait.

Phoebe walked home slowly, tired from a long day. The class had spent the day exploring an ant colony to film Keesha's movie about ants. It had proven difficult for Keesha to find a star of the movie though. She was about to give up and had run off before Phoebe went after her. The two of them figured out that all the ants were the stars by how they worked together.

"Pheebs! Wait up!"

Phoebe turned around to see a smiling Keesha, who moved in to hug Phoebe before she could do anything about it.

"Thanks for all your help today, Pheebs. I meant it when I said I couldn't have done it without you."

"You're welcome. What are friends for?"

Keesha's grin somehow got wider. "Wanna hang out at my place?"

"Sure." Phoebe spending the afternoon at Keesha's house was gradually becoming a regular thing for both of them.

It was a cold winter day in early January. Winter break had just ended, and due to the cold, recess was being held inside. Being cooped up in a room was predictably problematic for Carlos, Ralphie, and Wanda. The three were wrecking as much havoc as the harried recess teacher would let them get away with. Phoebe and Keesha were content to sit in the corner and chat. Luckily for them, the three terrors considered DA (trying to study as always) and Arnold higher priorities to mess with, so the two girls were undisturbed. Keesha was glad for this, because there was something on her mind.

"Hey Pheebs, we spend a lot of time at my house, but why haven't you invited me to your house?" she asked.

Phoebe's eyes widened in surprise before recovering. "Why would want to come to my house?"

Keesha gave Phoebe a funny look. "Because that's what friends do. I've spent time at Wanda's and DA's houses before. I was even at Carlos's house once." She shuddered at that memory.

"Are you sure? Um, there's not much at my house."

Keesha's funny look remained. "That's OK, Pheebs."

Phoebe returned the look with a pensive one of her own. She sighed. "Alright, I'll ask Daddy and see if you can come over tomorrow."

Keesha smiled. "Good."

The next day, Phoebe took a deep breath as she opened the door to her house. A much more relaxed Keesha followed her inside.

"Daddy, I'm home!" Phoebe called out.

Mr. Terese walked down the stairs, cane in hand, to greet the girls. "Hey pumpkin," he said as he embraced and kissed his daughter on the forehead. "Is Keesha here?"

"Yes Daddy. She's standing to my left."

Mr. Terese held out his hand. Keesha grabbed it and the two shook. "Nice to meet you, sir."

"Nice to meet you, but please, no need to call me sir. Welcome to our home. It's great to see Phoebe making friends."

"Thank you," Keesha replied as she looked around the home. Her first thought was how small it was. From where she was standing, she could see almost the entire first floor: the living room, dining room, kitchen, and what appeared to be an alcove containing the washer and dryer. The living room held a small sofa and a chair. That was it. No TV or anything, which was unlike anything Keesha had ever seen. Everything was almost perfectly neat and tidy, which Keesha figured was to keep Mr. Terese from dealing with obstacles when getting around.

Phoebe stood there looking uncomfortable. "Do you want to see my room?" she asked Keesha, trying to sound normal.

"Sure." Keesha gave Phoebe a look, confused at why she looked so nervous. We all knew her dad was blind, and I wasn't expecting a fancy house or anything, so what gives?

Phoebe's room wasn't particularly large either. Like the rest of the house, it was tidy. The one exception was the piles of books spewed randomly on the floor. The room had a bookshelf, but it was already filled to capacity. Keesha noticed a lot of Nancy Drew and Boxcar Children books, along with plenty of Judy Blume and Beverly Cleary.

Phoebe blushed. "Um, I like to read."

"Yeah, I noticed," Keesha replied dryly.

"If you ever want to borrow anything, just ask. I've read most of them many times."

Keesha smiled. "Thanks."

Phoebe cleared space on the bed for the two to sit. She looked at Keesha apologetically. "I don't have much to play with. We don't have a lot of money, and when we have some extra, I just get more books. We used to live closer to the library and I could check them out there, but…"

Keesha gave her a look as Phoebe trailed off, but said nothing. On the nightstand, she noticed a photo of Phoebe from what appeared to be a few years ago. In the photo as well were her father and another woman, which Keesha figured had to be Phoebe's mother. The resemblance was obvious. Phoebe had never mentioned her mother, which Keesha found odd, especially since one didn't have to talk to Phoebe very long to find out how much she loved her Daddy.

Keesha grabbed the picture, "This is cute. Is that your mom?"

Phoebe's face suddenly changed and she looked very uncomfortable. Her eyes radiated pain. Keesha inwardly winced, kicking herself for upsetting her friend, no matter what the reason.

"Um, yes it is."

"Is everything OK, Pheebs?"

"No," Phoebe stopped, then let out a deep sigh. "My mom passed away three years ago."

Keesha's expression immediately switched to show her sympathy. "Oh Phoebe, I'm so sorry."

"It's OK. You didn't know."

"Um, if I may ask, why didn't you tell me?"

Phoebe looked away in a mixture of embarrassment and pain. "I didn't want to talk about it. It's hard, alright?"

Keesha put her arm around Phoebe. "I get it, and if you want to keep stuff from me, it's fine, but you don't have to. Just know that, OK."

Phoebe nodded, but not particularly convincingly. She still wouldn't look Keesha in the eye.

The African American girl continued. "I'm serious. You don't have to keep things from me. I told you about my disappearing father and workaholic mother."

"At least both your parents are still here!" Phoebe interrupted in a shaky voice.

Keesha ignored that outburst. "Is this why you didn't want me to come over?" she asked. Phoebe nodded, still looking away.

An awkward silence hung over the two girls. One didn't know what to say, the other was stuck in a whirlwind of emotions.

Finally, Phoebe gathered up the strength to speak. "I didn't want you to come over because I wasn't ready to tell you these things, about my mom and about how we live."

"You weren't ashamed, were you?"

"No! Just…I don't know." Phoebe buried her face in her hands.

Keesha kept her arm about Phoebe as she thought about what to say next. "Let's get the facts. First off, I don't care what stuff you have. I like hanging out with you for you, not for what you have. When we want to play with cool stuff, we'll just go to Wanda or DA's houses, or worse, the boys." She said the last part with a smile. "Second, I don't know what you're going through with losing your mom, but I bet talking about it could help. So, if you need to talk, I'm here. Anytime." Phoebe looked up and smiled, even though her eyes were still wet.

"That's better," said Keesha. "Now, onto more important things." She grabbed one of the Nancy Drew books lying around. "Do you mind if I borrow this? I've been meaning to start reading this series."

Phoebe shook her head. "Nope. I've read that one twice already."

It was a perfect early spring day in Walkerville. Keesha and Phoebe were sitting on the Terese front step. Phoebe stood up. "I'm going to get something to eat. Do you want anything?"

"You're still hungry? Jeez Pheebs."

"Hey, I'm not a plant anymore. I can't make my own food." Phoebe was referring to the class's production of Jack and the Beanstalk. After failing at building a beanstalk, Phoebe ended up being the beanstalk thanks to Miss Frizzle and the Bus. However, it took a while before the class realized she could grow by making her own food via photosynthesis. Luckily they figured it out, and Keesha convinced Phoebe to forget being scared and spread her leaves just in time.

Phoebe came back with a bowl of baby carrots. "You're already turning on plants, I see," Keesha joked.

Phoebe giggled, but her expression quickly turned more serious. "Um, Keesh?"

"Yes."

"Thank you for today. I couldn't have grown without your encouragement."

"You're welcome, but you don't have to thank me Pheebs."

"Yes I do. I'm sure the others cared about me, but it also felt like they mostly cared about the play. You though, I could tell were more concerned about me than the play."

"Why wouldn't I have been? And again, no need to thank me."

"OK, but, um, I have one more question." Phoebe suddenly looked very nervous and started rubbing her neck. Keesha raised an eyebrow but said nothing, waiting for the auburn haired girl to spit it out.

"Um, did you mean it when you said I was your best friend?"

Keesha's facial features immediately softened. "Of course I did! You're so caring and kind and supportive. You're exactly the kind of person I'd want as a best friend."

Phoebe's green eyes lit up. "And you're so confident and composed and supportive. That's what I wanted in a best friend."

The two hugged, and from then on there was no debate between them about how they felt about each other.

A/N: I of course do not own these characters. I'm just borrowing them.

Episodes referenced were For Lunch (that was the 2nd episode aired, and since the first indicated there were field trips before, I figured it works as Phoebe's first trip), Gets Ants In Its Pants, and Gets Planted.

In my headcanon, Phoebe is the reader in the gang (of fiction anyway, DA has them all beat with non-fiction). I was obsessed with the Boxcar Children series in elementary school. I also remember the Nancy Drew books and Blume and Cleary being popular authors with elementary school girls as well.