A.N. I got a request from a fan of my Kelly/Punk story Becoming Me to write something with Kelly and Randy and this is what I came up with. A cute little AU one-shot. Kelly's a model whose boyfriend just broke up with her, Randy is a model as well, whom Kelly never particularly liked.

Dedicated To: DivaliciousDooL

Disclaimer: Don't own, don't sue. Thanks.

She's sitting alone in a secluded room, face buried in her hands. Her blonde hair hangs around her in perfect spirals, the golden ringlets bouncing with every sob that shakes her body. She didn't understand it, she thought things had been going so well. They'd just been talking about moving in together a week ago. What could have changed his mind? Kelly wasn't sure, didn't know if she even wanted to know the answer to that question. All she knew was that her heart was aching in a way she never thought was possible.

You see, her boyfriend of nearly an entire year, Alex Riley, had decided to end their relationship. He hadn't even bothered to do it face to face, he called her and said: We just aren't working out, Kels, I can't keep pretending there's nothing wrong. Sorry. He'd just hung up after that, left her with no real explanation, and left her with the worst pain she'd ever experienced. It wasn't fair. Everything had been going great in her life up until this point. She'd just signed a contract to appear in three Cover Girl commercials, she'd just celebrated her 25th birthday, and her best friend of ten years was getting married to her other best friend of twenty five years.

"What's a girl like you doing back here all alone?"

Kelly froze, her tear streaked face remaining hidden by her hands. A few moments pass before she raises her head, her dark make-up was streaked and smudged all around her eyes. She caught her painted lip between her teeth when her baby blues connected with a shocking, vibrant blue. "What do you want?" her voice was unusually cold. He was another model who shared her agent, she'd had to work with him a few times, and never really found herself able to like him.

"Just checking up on the ice princess." He seemed to enjoy upsetting her, something she absolutely despised.

"Go to hell Randy. And while you're at it, go away. Please." Her last word came out more desperate then she had wanted it to. She could only imagine how pathetic she must look to him right now. The usually vibrant, beautiful Kelly Case was disheveled and vulnerable, two things that she never was. She looked away from him then, head turning and gaze casting towards the concrete floor.

"Kelly," his voice was softer then she'd ever heard it, at least when he was talking to her. It was enough to bring her gaze back to his. "Riley is a bastard. You can do a lot better than that."

"Really, and what makes you think this has anything to do with Alex?"

"What else makes a woman cry like that? Besides their cat dying and I know you don't have a cat."

"Randy." Her voice holds a weak warning as she looks at the man. "I really want to be alone right now, just go."

"What kind of gentleman would I be if I just left you here to cry all by yourself?"

"That's the point; you aren't a gentlemen in the first place."

"So cold Kelly, you're hurting my feelings."

"Since when do you have feelings, Randy? You aren't any better than Alex. I know about all of those girls you're with, always leading them on and making them think that there's more for them with you then just sex. Don't pretend you have a heart, when you know damn well you don't."

His eyes narrowed at her then, and she could see his body tense. "You know Kelly, wallow in yourself pity. I hope you drown in it."

He made a move to leave and Kelly was on her feet. When he caught her movement he stopped, just in time to catch a hard slap across his face. "How dare you."

When her palm connected with the side of his face it was with enough force to throw his head to the side. He didn't move for a very long, dragged out moment and when he did it was just to bring his gaze to her, his lips curled into his signature smirk. "Always knew you had it in you Kelly. You always play so fair, and always with a big smile on your face. You don't seem to realize that you're too nice. People take advantage of that Kelly,"

She frowns deeply, small hands curling at her side. Maybe people do take advantage of her, maybe she is too nice, but that's just who she is as a person. "Randy,"

"I told you, you could do better and I meant it." He takes a step closer to her; they're so close now that she has to tilt her head up to look at him. She can feel the heat radiating off of his body, smell the subtle scent of his cologne.

"How could you be better? All of those other women,"

He shakes his head, eyes rolling. "All women who throw themselves at me Kelly, you can't have a relationship with someone who would make out with their sister if you asked them to."

She definitely didn't want to think about that, or whether or not he'd actually done that before. "I don't know, I, Alex, we just…"

He places a finger against her lips, the same finger that then curls down and brushes its knuckle through the streaks of mascara on her cheeks. "Sssh, Kelly. I can show you that there is better out there if you let me,"

She's confused and doesn't really understand what's happening, or why it's happening. That's why she makes the choice to lean up and take his lips with hers. She needed the comfort of his body pressed against hers, his lips moving against hers. It was the most mind blowing kiss she'd ever experienced. His tongue was the first to dart out, asking entrance to her mouth, which she willingly gave. Her arms wound around his neck, one of his fell around her waist, pulling her tight against him while his other hand wound into her hair. She didn't know it, but he'd been wanting to touch her hair since the first time they'd ever met.

"Randy," her voice is a drawn out moan as he finally breaks their kiss. They're both panting lightly, Randy dropping his head to press his forehead against hers, baby blue and electric blue clashing. "Don't play games with me, Orton. Please don't let this be some kind of sick game." Tears are pricking at her eyes again.

"This is no game Kelly. I want to give us a chance. I've been a prick to you for so long. I just didn't want to admit that I could really see myself with you."

A smile curls at Kelly's lips as she looks into Randy's eyes, seeing sincerity in them she'd never once witnessed before. That really wasn't a good excuse for the way he'd treated her in the past, but if he really meant it, she was going to try. Her heart was freshly shattered and more than anything she wanted to start putting the pieces back together. Maybe, just maybe, Randy Orton could help her with that. "I'll give you a chance Randy, but don't think we're going to be having sex tonight or anything."

The smirk he wore almost made her want to take that back. "I wouldn't dream of it."