Title: Fear's Footsteps

Subject: Oliver fears he's going to become just like his father. Lilly knows that he won't, and she's not going to let him.

Disclaimer: oh no, not mine.

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"I can't stop the rain from falling, i cant stop my heart from calling you, its calling you, I cant stop the rain," -Nick, Joe, Kevin.

My eyes fluttered open and I watch Oliver's face trust into fear with an unreadable expression in his brown eyes. I squeezed my eyes shut and turn away harshly, missing the feel of his face close to mine. I felt the couch shift and deflate then heard the patter of footsteps disappearing into the kitchen. Somehow, I knew this was coming, but I never thought it would be like this. Lightening stroke as what just happened moments ago replayed in my mind.

Oliver and I watching "Disturbia", me jumping and buying my face in his chest, us catching each others gaze. Our lips colliding, no, stop, this is all wrong. Oliver is my best friend, and its been that way for 11 years 7 months and 21 days to be exact. I shouldn't be kissing him. I fell in love with him when he had the 64 pack with the sharpener, mostly because I loved that thing, but holding his hand wasn't that bad. So for those 11 years 7 months and 21 days, I've loved him secretly. Especially these past couple of months with his dad picking up and leaving, Oliver has been falling apart. He was there for me for my parents divorce, and I'm here for him, but kissing him, was not part of being there for him.

I heard the footsteps returned and looked up, thunder rumbling. Oliver's eyes were glassy as he whispered, "Lil, I can't do this,"

"Do what Oliver?" I questioned him softly, noticing the tears, and traced my fingers along the side of his face.

"I can't do this to you, he's hurt me, and I'm just going to hurt you," Oliver raised his voice slightly.

"What? Oliver, no, you could never do that to anyone, especially me, you know that," my voice went up a few octaves, as I worked on not crying.

Oliver pulled his face away from my hands, and screeched out loud, tears pouring, "No! He fucked up and he said he would never do it to anyone, and he did. He hurt the people he fucking loved. And how do you know that I won't do the same damn thing!"

"You're nothing like him!" I screamed at him, letting all my tears run loose. "You can't let everything thing that he did change you. Just because he threw away everything he loved doesn't mean you will!"

"You don't know that. And neither do I." Oliver whispered.

"Oliver! I love you damnit! And you better start believing that what happened to your dad is not going to happen to you. Because you are better than him. You would never walk out on me, and you wouldn't ever walk out on what you feel. Because you are you. Not him. So don't ever think that. And I know you care about us, and I know you know I'm right. Come on Ollie," it had started out screaming but I ended whispering, cupping his cheek softly. Oliver turned away, and I choked up.

I ran out of the house and down the street. Rain tumbled on me as lightening flashed head. I didn't care though, I had to get away. The tears blended with the rain as I stopped running at the end of the 2 blocks.

Splashing footsteps were being me. Thunder crashed, lightening flashed. He grabbed my arm and turned me around, kissing me hard on the lips.

"I love you too Lils," Oliver mumbled against my lips.

A/N: i had originally wrote this with two made up characters, and completely different, well kind of, but reading it again, i really liked it with Lilly and Oliver. And i know its super short. But whatever. And oh my gosh on "Ugly Betty" she just said fanfics. wow that just made my day. :) okay but anyway back to the point. Review if you please.