A/N: Hi all! So I was watching The Princess Diaries the other day (sometimes you just need to revisit your childhood self) and this idea came to me. I've always thought Michael should have reacted a bit more strongly in the makeover reveal scene. I mean, I get that he's still a bit unsure of his feelings or whatever, but still.

This is my take on that makeover reveal scene. This is my first Princess Diaries fic, so I would really appreciate all the feedback I can get.

Disclaimer: If I owned The Princess Diaries this scene would have been in it. But it's not. So I don't.

She really was beautiful.

Michael glanced at Mia's profile out of the corner of his eye. The only perk to being in this position was being near her.

This position being the uncomfortable middle seat between feuding best friends. His sister, and Mia.

It was all his fault really. He'd slid into the limo first, to be met with the surprise of Mia's makeover. He'd opened and closed his mouth a few times, surely resembling a fish, before simply smiling like an idiot.

Then Mia smiled back. Maybe not such an idiot.

But of course, Lily had to ruin everything. She had slid in beside Michael, scolding him for sitting between them, when she caught sight of Mia's new look.

It had all gone downhill from there.

A car ride had never seemed so long, as Michael tapped his fingers restlessly against his knee, trying his best to ignore Lily and her ranting. That's when he felt it. A slight tremor in Mia's body, hardly noticeable. But still there.

He turned slightly to look at her, and noticed small tears pooling in her eyes. Tears she was trying to blink away, to no avail. So he did the only thing imaginable in such a situation.

He grabbed her hand.

It was meant to be a friendly, comforting gesture, and could have remained completely platonic. But then her fingers clenched around his, and she brought her other hand closer, fingers lightly tracing the back of his hand.

Their eyes met, and Michael barely heard Lily's scoff about pom poms. Mia broke eye contact, moving her hand away from it's tracing position, to her cheek, daintily wiping a tear.

"Mia, are you even listening to me?!"

Lily's harsh voice cut through the silence, causing Mia to jerk her head up. She nodded quickly, and Michael felt the tug of her hand trying to withdraw, but he held it tighter. He felt Mia's weight shift until she was leaning more against him.

"That's it! I'm tired of you keeping secrets from me. I'm out of here. Joe! Stop the car!"

The driver pulled the car over to the side of the road, still a bit of a distance from the school.

Lily jumped from the car, slamming the door behind her. Michael moved to slide over, but Mia's hand on his arm stopped him.

"You may continue Joe."

Michael noticed her voice cracking slightly, but didn't comment as she buried her face in his arm, chest heaving is silent sobs.

He barely registered the privacy screen going up as her moved his arm around her, drawing her into his chest.

Several moments passed until she lifted her face, looking up at him. He reached a hand out to wipe tears from her face.

She smiled slightly, and boy, he could get lost in those chocolate eyes.

Time seemed frozen, stuck in time, and he really wants to kiss her. A lot. Repeatedly.

But all at once, the spell breaks. They both seemed to realize the car has stopped, and Mia pulled her hand out of his as she climbed out of the limo.

Michael just sat in shock for a moment, processing what just happened. He could see Mia speaking with Joe, and it seemed to be a private conversation, so he got out on the other side.

He waited patiently by the sidewalk, and soon, Mia joins him. They took the rest of the walk to school slowly, they were early anyway.

"Are you ok?"

Michael glanced slightly at Mia, who's stopped crying by now. She straightened her shoulders and nods a bit regally. "Yes, I'm fine. Lilly's right in a way. I mean, it's not really my normal look, and it does seem a but hypocritical of me I guess."

"She had no right. You should dress the way you want to dress."

Mia shrugged her shoulders. "Thanks for that, by the way. You know, back there in the limo."

Michael nodded, slightly bumping shoulders with her. "That's what friends are for."

"Speaking of friends." Mia jerked her head back slightly. "Lilly's a bit behind us. I'd better go talk to her."

"Yeah ok."

He watched as Mia dashed off, with none of the grace she had possessed earlier. He chuckled quietly, then turned back, walking towards the school with a bit more spring in his step.

The scale of friend and friendlier was tipping. And it was more towards the friendlier side.

A/N: So remember the whole line from Doc to Michael about being stuck between friend and friendlier? Well, that's where I got the last two lines, and the title from.

Any feedback would be greatly appreciated.