Haley came back into the room, putting something into a box.

"Wow, when did you get in last night…I didn't even hear you."

"I kind of wandered around campus."

Haley sat down beside her, saw the puffy eyes and red cheeks. "Saying goodbye is never easy."

"Yeah, but I'm never gonna see him again, so it's not like something will happen and I can see him again. I'm in Tree Hill and he's in Los Angeles. Not exactly a trip to take by car and arrive in a couple of hours."

"Well it's early and you aren't leaving until tomorrow. You can still go see him."

Brooke tucked the hair behind her ears. "I can't see him anymore. After last night, we can't go back."

"Brooke…" Haley tried to say something to ease the situation. "I'm going to go get ice cream. Why not walk with me."

"I can't…I look terrible. I've been out all night, I haven't slept."

"And since when does Brooke Davis never look magazine ready? I have some packing to do, so you can shower, get ready and look amazing."

"Haley, if Nathan ever…if you and Nathan ever couldn't talk about something, how would you feel?"

"I don't know, depends what happened. What did happen last night, Brooke?"

"We broke up."

Haley's face fell. "Wait, what? How?"

"I don't know. One second we're happy, and next second, we're not. It was like someone flipped a switch and it gave me the biggest spin in my head, I had to just take a second to realize what was going on."

"Did he say something? It doesn't make sense. You left here…and I'm just not processing this."

Brooke looked back up at Haley. "I said no."

Haley sat down beside her. "You mean he…"

"No, not that. That happened a while ago." Brooke got up, started pacing and telling the story.

**FLASHBACK**

Julian started to get quiet as Brooke talked about how beautiful the night was. She looked over and it was if he wasn't even there.

"Hey, what's up?"

"I love you." He had a plain expression.

"I love you too." She reached up to kiss him, it had been a perfect evening.

They walked onto the beach, holding hands…walking upon a folded up blanket.

She smiled. "You planned this."

"Yeah, I had some help too."

"So…we had a great dinner, and now the beach…this is quite the perfect date."

They sat down on the blanket, Brooke putting her head on his shoulder.

"It's so beautiful out here…we don't come out here enough."

"Be pretty if we got married out here."

"Yeah, it would be." She said jokingly.

"No, I'm serious."

Brooke looked into his eyes. "Seriously?"

Julian reached into his pocket, took out the small box. "Seriously."

Brooke had a soft voice. "Julian…"

"I know this isn't the most conventional way to propose, but as we both can remember, we defy conventionalism." He slowly opened up the box. "Marry me."

"Wow." Brooke paused, not wanting to look at Julian and knew the ring was beautiful and knew he never acted on impulse when it came to their relationship. But the word that was coming to her mind wasn't what any of them ever expected. She finally looked up at him, looked into his brown eyes…knew her answer…but breaking his heart was worse than saying that one word.

Julian closed the box, he knew Brooke well enough for her not to say anything. "I think I know your answer."

"Julian…I'm…"

He stood up, as did Brooke. "A man doesn't ask the woman he loves to marry him on impulse and it's not a question they hope she'll say yes to. It's a question they know the answer to. So this…I just need time."

"Yeah…okay."

**END FLASBHACK**

"Brooke, I can't say you're wrong in not saying yes or saying no, or however you see it. But I do wonder why, though."

"I'm getting out of college."

"You started dating Julian four years ago, when will it be the right time?"

"I don't feel as though I've ever stood on my own. At home, there's you and Nathan…Lucas and Peyton. And everyone around me, helping me, guiding me. And here, I had you and Nathan…and Julian. And when have I ever really figured out things on my own. Starting my own fashion line…living in my own apartment…making decisions on my own. I've never done that."

"And you won't have to, Julian is there for you, he loves you, he's not going to find anyone else, he's not going anywhere."

"But what if he does. I've never had a relationship that I wasn't cheated on or didn't screw up myself. I'm not good at relationships. And commitment, I might as well commit matrimonial suicide right now."

"Aren't you being a bit hard on yourself. Julian is not Lucas, there is no Peyton. Julian is not Chase, there are no clean teens. This isn't high school, Brooke. You are not this immature girl who doesn't know what comes next. You are an amazing person, you are going to design the world over with your ideas. And you are going to make a great wife and a great mom. You just have to allow it."

"What was it like with Nathan. He wasn't exactly inexperienced when you two were dating and…"

"I knew that under all the crap that he gave to Lucas and the stuff with Dan, none of that mattered. After a while I saw the real Nathan, the guy he wanted to be and just needed to be shown how. Look at him now, he's an NBA draft pic. I'd like to think I helped him do that, and I know he helps me be a better song writer. It's give and take and it's about time you start taking because you are giving way too much not to."

Nathan knocked on the door and walked in, saw the two of them.

"I can come back."

"I'm gonna go take a shower…take your time."

Haley waited until Brooke shut the door.

"So I got the text, what time did Julian show up last night?"

"About three…I think we walked around the beach like six times. I'm sure people thought we were lost."

"How was he?"

"Heartbroken. He put everything into her saying yes, he never had a doubt in his mind she would say no."

Haley hesitated but asked the question anyway. "What would you have done…if I said no when you asked to marry me in your bedroom that night."

"You did say no."

"I mean overall, if I didn't say yes…and just didn't want to get married."

"I don't know. I would have been a different person. I don't want to think about it."

"Yeah…me neither."

That next morning Julian looked around and realizing he still hadn't packed up a few things. Someone started knocking at the door.

"It's open."

She walked in, jeans and a t-shirt, wearing the jacket he had given her two years ago for her birthday. She was always beautiful to him.

"Hey."

He looked up. "Hey, back."

"I thought you weren't leaving until tomorrow."

"Well a lot of things happened that make me want to get out of here as soon as possible."

She put her hands on the box, making him stop and look at her. "I wanted to say yes."

"Why didn't you."

"Because…we're young and still so much life to live."

"And we can't live it together?"

"Julian…I've never had a chance to live on my own and I've never had to make real decisions for myself. And I'm afraid that if we do…"

"That I'll leave and become Lucas or Chase or Felix or whoever treated you less than what you deserved. Is that it?"

"Part of it…I don't know. It's just feeling like if I do this now, we'll both regret it later. That I'll screw something up and…"

"And you'll end up alone."

"I just don't want you to be disappointed."

Julian held back the tears. "Why would you think that? We've been together for four years. Life isn't perfect. I'm not perfect, you're not perfect and I love you for that. I'm in love with you and that's never going to change."

"And what hurts is we can't change what happened last night, or what's happening right now."

"Well I still want to marry you and I always will."

"I want to want to marry you so much. I can't even express how much, it's just I'm not completely sure my heart is."

Julian pulled her into a tight embrace. "When your heart is ready…come find me." He kissed her forehead.

"So that's it. Four years and we leave college without each other."

"Like you said, we can't change the past."

"Yeah, I did."

She was standing in the doorway.

"Goodbye Julian Baker."

"Goodbye Brooke Davis."

Two days after graduation, Julian found Brooke sitting by herself with a couple of bags on the courtyard.

"Hey, you." He sat down beside her. "Who are you waiting for?"

"Peyton, she's on her way…just running late."

"Been a few days…how are you?"

"I'm good, ready to get home."

Peyton drove up, Brooke got up, holding her bags.

"This is it."

"Yeah…I'll always love you Brooke Davis."

"I'll always love you…Julian Baker." Julian walked away as Peyton came over.

"Who's the guy?"

Brooke looked back at Julian. "Oh…he's just a boy I knew."