Disclaimer: I do not own the rights to H2O, or any of the characters.

Starts after Cleo's swim with the dolphin and she is in the Juicenet with Rikki.

Miriam hits the ball. She claps her hands and jumps up and down.

"Yay", she tells the two boys next to her.

"Those guys are morons." says Rikki shaking her head in disbelief as she watches the scene in front of her. "They hang on her every word."

"Still I wish someone would have the "hots" for me like that. Moron or not." Cleo responded, looking at Miriam with a little envy.

"Don't worry Cleo. Someday someone will find you attractive and it'll come when you least expect it" Rikki reassured Cleo. As she was saying this Zane happened to be around and Zane being Zane he couldn't help but eavesdrop a bit.

If I were Cleo's friend I wouldn't feed her such lies. Someone finding Cleo attractive, as if. Zane thought, smiling to himself, he found her attractive. Who would find sweet, innocent, probably prudish, beautiful Cleo attractive? I know I wouldn't- Wait. Did I just call Cleo beautiful? No scratch that, scratch all of it, except the part about her being a prude. Zane shook his head and tuned back into the conversation.

"A bit like zits" Rikki said making Zane wish he had come by at a different time

"And sweat marks under your armpits…" Cleo notices Zane and stops talking before she really embarrasses herself.

Zane smiles. Only Cleo can make sweaty armpits sound cute. "Cleo can I have a word?"

"As if Cleo would waste her breath talking to you." Rikki tells Zane. Zane can't help but feel hurt and angry at Rikki's comment. Who was this girl anyways? She had just moved here recently, so why did she hate him so much? What had he ever done to her? He was sure the only reason she hated him so much was because he had money and access to things she could only dream about.

"Well, she wastes it on you every day." Zane tells her, hoping to get her to back off long enough for him to ask Cleo for help.

"It's Okay Zane. We can talk." Cleo says hoping to stop the fight before it happens. I know by now it shouldn't surprise me, but everyone time Zane comes up to me and asks to talk I can't help but feel surprised. He is never embarrassed to be seen talking to a big loser like me. It's like he knows how popular he is and no one dares to say anything bad about him, or at least to his face.

Cleo gets up and follows Zane to another table. Weird, usually he just quickly gives me a heads up about something Miriam is planning for me then he is on his way. I wonder what's so important.

Zane can't help but feel a little nervous, this whole thing was starting to feel like a date. A date, isn't that the reason why he had come over for. To ask her out on a date.

"Can I buy you a wheatgrass shot?" He asks working up the courage to ask her out.

Cleo on other hand isn't feeling nervous, but confused. Why would he offer to buy me something? Zane may be rich but I now that he would never spend his money on anyone unless he gets something in return.

"No thanks." Cleo says.

He could just be being nice but better to be safe than sorry. Why is Rikki looking over here? Can she feel my embarrassment and distress?

Rikki couldn't help but feel a little jealous over Cleo. It'll come when you least expect it Cleo, more like when we all least expect it. He could just be asking her for a favor, right. What do I care? I don't even like Zane, I only feel like this because she found her "least expected" so fast. No, it was just a coincidence that Zane was there right after I said that, right?

"So, how's work?" Zane makes small talk hoping that it could lead up to his big question.

"You're starting to creep me out Zane." Cleo immediately regrets saying that.

"What do you want?" She tries again, but it still comes out a bit rude sounding.

I knew she wasn't interested in me. I mean, why would she? All I ever do is make fun of her. Still, I thought she would have sounded more excited, I mean I did take time out of my day to talk to her…Oh, now I see how she couldn't be interested in me. Well, plan B it is then. If I can't get the girl, then at least I can get the sea creature, right? Zane thought, a little disappointed with the way the conversation was going.

"Nothing…" Could I do it? Just ask her out already, mate. Okay, I'm going to do it, here it goes.

"Well…" Come on, almost there, just say, do you want to go on a date with me? Zane was starting to get frustrated with his inner self, and his sudden case of shyness.

"The marine park library has research material on every sea creature there is, right?" Dammit.

"I guess." Woah," Cleo thought. "For a second there I thought he was going to ask me out. I know that Zane would never be interested in someone like me, but this whole thing does have a sort of date like vibe. Rikki probably thinks we are secret lovers by now or something. Cleo glances over to look at Rikki, and sure enough there she was peeking over a server, trying to glance at the two "lovers".

"So, can you get me access?" Zane asks, a bit nervous. I don't I can handle her rejecting over something this stupid. I could just use this as an excuse to get closer to her, try to win her heart, or whatever.

"Probably, but why would I want to do that?" Cleo says in what she hopes would be a reasonable tone. I don't care about how rude I sound right now, why should I help my biggest bully get what he wants? There is nothing that his handsome face can tell me to change my mind.

Alright, Zaney boy, time to bring out the big guns, girls like sensitive guys, right?

"It really burns me that some sea creatures are becoming extinct before they're even discovered." Oh yeah, I'm back, baby. "I'm interested in doing some research that could help save them." Zane smiles, there is no way that sweet Cleo is going to deny me now, not with the innocent sea creatures involved.

"Wow, I'm really surprised, Zane." Cleo smiles. Wow, who knew Zane had a soft side? "I'll see what I can do?" She gives Zane a once over, who was she kidding, she totally checked him out. She couldn't help it, he just got a lot cuter in her eyes.

What are those two talking about? Rikki wonders, Stupid waitress is blocking the view. What was so important that Zane couldn't ask Cleo in front of me? Could he…No, he couldn't have…Could he have asked Cleo out on a date?