A/N: I'm not exactly sure if the ending is what I want. We'll see. Warren Peace and Layla have always been my favorite pairing in Sky High. Will Stronghold was just too immature for my taste. This oneshot takes place right after Gwen tells her off at Will's party, and Layla leaves in a confused rush. Enjoy, and I'd very much enjoy if you would critique this work as well. :)


Layla Williams felt like she had been deprived of oxygen. Images of Gwen and Will flashed through her mind's eye as her own eyes brimmed with unshed tears. She hurriedly walked down the rows of houses, hearing nothing else but Gwen's smirking putdown repeating in her head. Somewhere in a little corner, she thought she heard someone telling her to breathe. She shook her head and picked up the pace, breaking into a jagged run. Her limbs were shaking. Her jaw clenched and un-clenched. She wanted to be near… She needed to be with…

Without realizing it, she stood before the calm exterior of a restaurant with tacky neon lighting. The Paper Lantern. Warren. She burst through the door, ignoring the polite softness of the maitre'd who asked how many in her party. She walked down through the restaurant, towards the back. She pushed aside the astonished workers and looked wildly for that familiar figure of intense masculinity. There. She strode towards him determinedly, past the quick-speaking Asian employees who tried to herd her back out.

Whoever tackled him, Warren thought, was a little on the puny side to be on any football team. A growl was on his lips as he stopped washing the dishes to address this unwanted interruption. Until he heard the sobs. Or rather, felt them; that hot wetness of her tears seeping through his shirt, the sporadic heaving of her chest as she buried her face into his back and tightened her arms around his waist. He sighed. What had Will done this time? Really, Warren decided, that dude didn't deserve to have her affections wasted on him.

Layla's mind exploded with a million emotions as she collapsed against the inviting heat of Warren's muscular back. Her arms encircled his waist as utter despair shook her body in deep sobs. Will didn't care for her? After all the time they had spent together? All of the times they laughed and talked— was for naught? On the other hand, she was slowly becoming aware that she was hugging Warren Peace. His body seemed to be alive with a thousand muscles, every single one of them toned and hard. Her mind was split in half. Amid all the random emotions that swirled in her conscious, two surfaced: Sorrow from the boy of her childhood years, and then an oddly growing attraction to the young man she had pressed herself against. Mmm, boy did Warren feel so good right now… But… Will… Layla was in a terrible conundrum, so she concentrated on crying instead.

Warren dried his hands on a dish towel and turned around in her hug, bringing his arms up to comfort her trembling body. He ignored the hushed whispers and silent stares of the other workers and gently steered her toward the back door.

"C'mon," he whispered into her hair as they made their way to his car. He managed to get the back door open and slid in with the distraught redhead. They continued to hold on to each other in the silence, only broken by Layla's diminishing cries. Finally she grew quiet. With a sigh she slowly sat up, releasing Warren from her arms. He reluctantly let her go and watched her as she dabbed at her eyes and looked morosely down at her hands.

"So hippie," he cleared his throat. She looked at him, blinking twice. "Wanna talk about it?" He offered. She contemplated quietly before shaking her head in defeat.

"I'm tired of waiting for him to get a hint," she admitted, "I'm tired of waiting, period. I just…" she trailed off, shaking her head again. A pause. Warren studied the girl fiddling with her natural-cotton weave cuffs. Her hair fell about her face in warm waves of vibrant auburn. A pair of expressive lips were worried by a set of perfect teeth nibbling on the bottom half. He suddenly had the urge to run his thumb over her gently-bruised lip, to stroke the smooth, creamy complexion of her cheek, to run his calloused hand through the silky coolness of her hair… Focus, he inhaled sharply.

"He's an idiot," Warren agreed bluntly, crossing his arms. Layla looked up at him in mild surprise. The corner of her mouth quirked up.

"You would say something like that," she teased, her spirits gradually lifting. He shrugged and met her smiling eyes.

"It's time you figured out that I don't beat around the bush, hippie." Her smile grew wider and a giggle escaped the redhead. Layla didn't even know what she was laughing at. It just felt good to release the tension inside with a nice, simple chuckle. Warren felt a smile creep onto his own face, watching her tilt her head back and laughing with relief. He decided that her laugh was tolerable, no— enjoyable to hear. She calmed down and glanced up at him.

"Warren," she became serious, "thank you. For— for being here for me… I'm sorry I interrupted you at work." She bowed her head and Warren could just imagine her biting her beautifully pink lips again in self-consciousness.

Before he knew what he was doing, his hand found hers. She gasped softly and looked up into his eyes. They were frozen in time. Her mind screamed a thousand things; something to do with Warren Peace and the fact that he was holding her hand. His hand was unbearably hot against her own hand. His dark chocolate brown eyes gazed intensely into her own surprised eyes of green. She was captivated by him. His eyes, his hand caressing hers, the way he leaned forward to study her face, the ragged whisper that flowed from him as he huskily said her name. Did he just say 'don't mention it'? Did he just smile at her? Her head swam with everything Warren. His touch on her hand left, and she felt a wave of disappointment sweep through her, only to dissipate in a shocked thrill as the same hand brushed against her cheek.

Warren had been battling with himself all the while. Half of him entertained the thought of taking her right then and there, while the other half argued that she was Stronghold's girl and was off limits. He growled internally. To hell with Stronghold. The idiot couldn't even see what was right in front of him. It was his own stupid loss, Warren tried to rationalize. He felt her lean into his hand, her eyes fluttering closed as her breathing hitched. She started to bite her lower lip again, until his thumb brought that little act to a stop. He slowly ran his thumb across her bottom lip, admiring the way her lips parted as she exhaled.

"Warren…" Layla moaned, feeling hot and bothered. He shivered. Hearing her say his name like that was doing something down there.

"Layla," he answered, with a note of insistence. She slowly blinked her eyes open, focusing on him with a questioning look. He tried to think of some way to phrase the question, but his mind suddenly blanked. Damn. He swallowed hard and asked gruffly, "Me or Stronghold?"

She sat up and his hand fell away. What was she doing? Where were her loyalties? What about Will? Stupid, stupid, stupid Layla! She berated herself. But then… She peered at him through her eyelashes. And then, all was quiet. The choice was clear. Sure, it was a little complicated, but hey, there was always tomorrow to go through the details. Right here and now, though…

He felt her hands on his chest, sliding up to his shoulders and going around his neck, yet she didn't close the gap all the way. He looked into her eyes and saw a burning desire that sparked a greater yearning within himself.

"You," she breathed, and that was all he needed. He leaned forward. Her eyes closed when his lips gently, oh-so-softly, brushed against hers. How could such a 'dangerous' guy kiss so sweetly? She felt his hands on her hips, tightening as the kiss turned toward the passionate side. One of her hands skittered across his well-defined jaw while the other hand busied itself in his hair, which he hadn't bothered to tie up tonight. His hands left her hips to guide the back of her head as they deepened their kiss.

Finally, the need for air interrupted their wordless conversation, and they pulled apart, gasping. Layla's face was flushed, and Warren wickedly enjoyed the way her chest heaved as she replenished her supply of oxygen.

"Warren," she murmured as her head settled against his chest.

"Hmm," he buried his nose in her hair while his muscular arms secured her beside him.

"You're amazing," she relaxed in his hold as she inhaled his scent; the slight hint of cologne, the stronger essence of Chinese food that clung to his clothes, and the manly smell of his sweat— it was all reassuringly Warren.

"Layla," she felt his voice rumble deep and quiet, "I've waited a while for you, and if Stronghold comes around, I'm not going to give you up easily."

"There's no need to worry," Layla smiled into his shirt as she realized the hidden meaning of what he was trying to say.

"I love you too," was her content reply.