a/n. hi and thankyou for checking this out.

this is my first O.C. story and one of my first third person story. so I hope I did well.

summary: The boys were coming home from a five month tour and get stuck in Tennessee over Christmas break.

Kendall learns that you just have to be thankful for what you have no matter what and he meets someone who helps him realize that.

so I hope you like it. it's a bit fluffy and Christmas-y (which I know was a week ago) but this idea just came to me. sorry for any errors I made, I tried to make sure that there were none.

rated T for cussing and then next chapter.

and this is a two-shot and I will be posting the second part tomorrow. :)

Under That Tennessee Sky

He wasn't really sure how this happened, he bought the tickets for the four of them, James and Carlos packed everything and loaded it into the rental car and Logan made sure that they left their hotel in and made it to the airport an hour and a half early, effectively allowing them to make an earlier flight.

And now twenty two year old Kendall Knight and his three best friends/band mates are stuck at Nashville International, because nature decided to piss him of and snow like nobody's business and shut down St. Paul International which means no flights in or out.

So no Minnesota. No ice skating at the old rink. No Katie. No mom. And no family Christmas for Kendall.

Kendall, James, Carlos and Logan have all been on tour for the last five months and haven't been able to see their family. So to say that they aren't all pissed off that they can't be home would be an understatement.

"Ok so St. Paul is completely shut down." There was a collective groan from the three remaining boys as Logan told relayed the news.

"Maybe we can get a flight back to L.A. Kelly said that she would be willing to have us over."

"Not gonna happen, flights here are being grounded. The snow is coming in to fast and thick."

"You've got to be fucking kidding me." The already ticked off blond shouted, earning glares from other passengers, furthermore pissing him off.

"WHAT! You've never seen someone angry before, well it's about to get a lot more fu––"

"Kendall. Enough." Logan shouted. He had had it with Kendall. He wasn't the only one who was going to be without his family this year.

"Sorry. I just want to get home and see my family. I haven't spent more than a day with them in over five months. None of us have."

"I know Kendall and it sucks, but for now we're just gonna deal."

"Arg." The blond through his head back and ran a frustrated hand through his hair.

"Are you a pirate now?" All Carlos was trying to do was lighten the mood. They were all stressed and frustrated and upset, they've spent the last six months on a bus and everywhere except home and then the two months before that was busy getting ready for said tour.

"I swear to god Carlos I will melt your helmet when we get home." He instantly regretted snapping when Carlos' face dropped and he moved four seats away from Kendall.

He groaned and threw his head back, he hadn't meant to be so harsh, seriously he's been working on his anger, but lately it's just been too much, with all the touring and concerts and his mom and sister moving back to Minnesota and now this. It was all too damn much.

He was about to go and apologize to Carlos when all of a sudden there was a hand on his arm and he was being dragged away from where they were sitting.

He looked up at an angry Logan who ran a hand through his hair and took a deep breath.

"Look I know it's tough right now, our schedules have been crazy, us moving out on our own, whatever is going on with you and Jo and I also know that this time of year isn't good for you. But we're all having a hard time and like I just said for now we just have to deal with it."

"I know, it's just sometimes all too much and I don't even know what's going on with my own sister anymore, cause I'm never here and I feel like I can't breathe or anything…" Logan put a soothing and on Kendall's shoulder and pulled him into a tight embrace.

"Kendall why haven't you talked to us?"

"I don't know. I didn't want to bother you guys…"

"You can come and talk to either one of us. We're a family."

"I know."

"Are you still not sleeping?"

"No I'm not" Even though Logan couldn't see his face he could tell how down Kendall was.

"What about the sleeping pills?"

"No I'm not taking those."

"Kendall…"

"No Logan. I'm not taking the risk. I'm not going to turn out like him." Logan knew Kendall was sensitive about his dad so he decided not to push.

They pulled apart but Logan still kept a comforting hand on his brother's shoulder.

"I'm not gonna push but after the New Year and we get back to L.A. I think you should go back to the doctor, you can't keep going on like this, you're gonna drive yourself crazy." Kendall let out a long held in laugh and shook his head.

"Fine but let's get back. I need to apologize."

"Yea you do. Come on."

With that the two boys walked over to their friends where Kendall apologized for his recent behavior and promised to calm down. Carlos being always the affectionate one pulled Kendall into a big hug, which James and Logan soon joined.

"Ok so how about we find somewhere to eat and then we'll find a place to stay." Carlos said after they all pulled apart.

"Alright, let's get a cab; I saw a flyer for a little diner downtown." They all okayed Kendall's plan and grabbed their things and made their way out to a cab.

On the way to the little diner the four boys called their family, letting them know that they were in fact not going to make it home for the holidays. The sadness and disappointment in their respective parent's voices only brought their mood down more.

"This has officially been the worst Christmas ever." Carlos groaned while waiting for the ride to be over, as the snow started to come down faster and heavier.

"Hey it can only get better." James said, to which Kendall rolled his eyes at.

"We're here. Let's just have a good time, relax and focus on something other than not being able to go home." The other three agreed with Logan, all determined not to let something that can't be controlled ruin their time off.

The cab finally came to a stop and the four grabbed their bags from the back of the cab, paid and quickly made their way out of the heavy sleet and into the little diner named 'Della's'.

They walked into the diner surprisingly busy for four o'clock on Christmas Eve, welcomed and seated by an elderly women, who they were guessing was Della.

Once they were settled and waiting for their orders Carlos brought their plans for somewhere to stay.

"So where do you think we're gonna stay?"

"I saw a few hotels on our way here, so probably one of those." James answered.

"Yea it's not a small town, there's bound to be someplace. So after we eat we'll go do that." James and Carlos agreed to Logan's plan and went back to food. Logan turned to Kendall who seemed to be staring off.

Logan tried to get the blond attention only to be ignored, finally it was James who got him to come out of la-la land by chucking a roll at him, which smacked him right on his cheek.

Kendall was shaken from his thoughts and looked down at what just assaulted his face and then to Carlos and James who were trying very hard to keep their laugher in but failing miserable while Logan just shook his head.

"Is there any particular reason a roll just came flying at my face?" He asked, his voice dripping with annoyance but a hint of amusement was detectable.

"Logan tried to get your attention but you were lost in your own world."

"So roll throwing was your best option?"

"Yep" James answered with a smug grin.

"Ok then" Kendall smiled and realized that even though he won't be home he was still with family.

"What's up, Logan?"

"Well I said that after this we should go find a hotel."

"Sounds good" All three agreed and went back to their burgers as Kendall messed with his and went back to staring intently (hopefully not as creepy as he thinks it is) at a waitress who seems to be arguing with herself and repeatedly looking him and then blushing and smiling every time bottle green eyes would catch her own turquoise ones.

As the girl fluttered around the diner and Logan, James and Carlos continued on with their dinner and conversation as Kendall took in everything that was the waitress.

The way her caramel brown hair sat just below her chin, her side swept bangs making her turquoise eyes shine.

How her white sparkle behind her small, soft looking pink lips.

The way she seemed to know every single person and would be just as friendly to each one of them.

The way she interacted with the kids laughing at their jokes, giving them little kisses and "flirted" with all the elderly men.

He seemed to notice everything about this girl.

Especially the way beige sweater stopped a little over her belly button, allowing her soft tan skin to show.

Her tight jeans riding low on her hourglass shaped hips, letting a tattoo peak out.

He wanted to know everything about her; what her tattoo meant, where the scar on her stomach came from, what she does in her spare time, he even wants to know what he favorite color is.

He's enamored by her.

Kendall was shaken out of his reverie, this time by Carlos who gently tapped his arm.

"Yea?"

"Are you ready?"

"Oh yea let's just pay and then we can fine the hotel." Just as he said that the bubbly waitress came over, her old worn out boots making a rhythm with each step she took.

"How was your dinner?" She flashed a vivid smile and slid the check to the middle of the table and placed her hands on her hips.

"It was great." James answered for the group as he to smiled his own dazzling smile. Kendall sent a glare to James, telling him to back off, which surprisingly he did.

"Awesome, when you guys are done just come up to the counter and ask for Tilly" She waited for their responses, smiled and then turned on her heel and started to turn away but quickly turned back, after what seemed like an argument with herself.

"Ok so I wasn't eavesdropping but I did over hear you conversation."

"That's the same thing."Logan stated.

"No it's not. I wasn't purposely listening to your conversation; I just caught a few things here and there."

"Ok so…"

"Well it's almost six o'clock on Christmas Eve, you're not gonna find a place to stay tonight. Hell you probably won't find a place until the twenty seventh, twenty eight most likely, it is so packed."

"Well what do you suggest?"

"Well Della, the women who owns this place, has an apartment over the diner and you could stay there, but the heat won't work and I don't think I'll be able to get the water on up there until the twenty sixth. But if it's only for a day or so it should be fine. It does have a fire place. Where are y'all headed?"

"Minnesota."

"Oh" Tilly grimaced, that's why she always hated snow, and it just seemed to destroy everything.

"Yep it's supposed to be the blizzard of the year."

"Well then the apartment won't work, but I do have another suggestion" She bit her lip, she's never been one to get nervous, but she's standing in front of a band who's posters fill her room.

"What is it?" Logan asked, he had an awkward feeling about what the pretty girl was about to say.

"Well you can stay at my place." The boys shared a look. Not too sure if trusting someone that they just met was a good idea.

"Look I know who y'all are and I'm not a crazy fan-girl. You guys need a place to stay and I have one." She stated, hoping that she was reassuring them.

"We don't want to impose." It is the truth, also they were a little nervous, well Logan was, Carlos didn't really mind, he took one look at the girl and knew he could trust her, James just wanted to stay somewhere that wasn't a cold waterless apartment above a restaurant and Kendall was all on board with staying there, if it meant him getting to talk to and know the alluring girl he was all for it.

"You won't be, trust me. My family will be their but they won't mind. I'm pretty sure my mother thrives on entertaining people. I love it too, I get that from her." Something like hurt, pain and sadness flashed across her face and then her bright smile came back.

That's another thing he wants to know; what is her family like, were they close to her like his was to him, does she have any siblings, what was her childhood like?

"It's Christmas Eve; you should spend it with your family?"

"They won't mind. All we're doing is takeout and Christmas movies it's a family tradition. But the more the merrier"

"I don't know"

"How about I let you guys finish up here and think about it and then you can just let me know when go to pay."

"Sounds good"

"Alright" She turned on her heel and made her way to the back.

As soon as she was gone Kendall turned back to his friends with a look that said his mind was made up and this was happening.

Logan saw the all too familiar look and the anxious feeling that relaxed a little when he thought that no one would go with this crazy and possibly dangerous idea came back at full force.

"Kendall no. I know what you're thinking and it could be a really bad idea. What if she's a mass murder? Or a stalker…"

"Logan stop"

"I can't. She could be crazy…"

"Well she's not"

"And how do you know"

"I looked in her eyes" Logan just rolled his eyes, he never understood how Carlos can trust someone or not by just looking in their eyes.

"That's not valid"

"Yes it is"

"Oh like that one time"

"She was trust worthy at first. It wasn't my fault." Carlos yelled as he defended himself. Honestly it wasn't his fault.

Logan was about to respond when Kendall cut in.

"Logan I think it will be fine. No you know what I know it will be fine."

"Yea and it's better than nothing."

"James you just want to get in the girls pants." James looked at Logan like he was crazy and Kendall saw red. James better not try anything or shit will go down.

"I'm not gonna do anything, I promised Lu…" His eyes went wide as he realized what he almost let spilled, it's not that he was ashamed of his relationship or lack thereof one and it wasn't that he was still scared of her, well he was, but it's that he has something with Lucy that he's never had with any other girl. And he doesn't want to ruin his chances with her.

"Why did you promise Lucy you wouldn't do anything?" Carlos asked he kind of had a feeling that there was more going on than just being in the friend zone, even after five years, but he wasn't mad he got over Lucy a long time ago.

"I don't really want to talk about it right now, let's get back to figuring out where we're staying. I'm all for staying with Bae she seems nice enough." Logan groaned, Carlos chuckled and Kendall just smirked.

"Look it'll be fine just chill out. And I will take full responsibility if she does turn out to be mass murderer."

"Kendall" Logan whined, he still wasn't sure about this.

"Logan." Kendall mocked.

"We don't even know her last name and what kind of name is Tilly? It's just strange."

James, Kendall and Carlos all looked at him like he lost his mind.

"You're overreacting. And Tilly is not a strange name Hortense." Tilly

Carlos and James snickered which turned into full out laugher as Logan shot them a glare, while Kendall smirked and got up to walk over to the register.

"Hi"

"Hey, so we decided that we will take you up on your offer."

"Awesome, just let me finish up here and then will go. It's a bit of ride, just under an hour if I can take I-24." Kendall's pretty sure that he has never seen a more perfect sight then he did when Bae's eye lit up, it's sight that he was pretty sure that he wouldn't mind seeing on a consent basis. But then he quickly brought back to what Logan said, they don't really know this girl. But he has a feeling that it will all be ok.

"Alright well we'll just wait at our table."

"Ok. Oh and here take some pie. It's a chocolate peanut butter pie."

"It looks really good, did you make it?"

"Yea I did. Let me know how you like it."

"I will" He smiled his dimpled smile and began to walk way. He turned back towards Bae and leaned over the counter.

"Oh hey, what's your full name?" He smirked at her surprised expression and boldly placed his hand on her arm.

"Tilly Arlington" She replied, but returned a smirk of her own as she moved her hand to his and gave the large and a quick squeeze.

"Interesting name. I like it."

"Thanks." He smirked again as a light blush crawled over her face. He chuckled and turned back to his friends.

Maybe this holiday won't be so bad after all.

While waiting for Tilly to finish up, they not only managed to eat the entire large pie but managed to calm down Logan, who finally agreed that she might not be a according to him 'a crazed maniac who might kill them all.'

The place was cleared out and the owner and an older guy were cleaning up when Tilly came up, dressed in leather jacket and bag in tow.

"Y'all ready to go?" She came to a stop, standing next to Kendall and Carlos.

"Yea and I just wanted to introduce the guys; James, Carlos and Logan" Kendall pointed to each of them respectively and Tilly took each hand that was placed in front of her and shook it gently except Logan who she just ignored but walked and stopped just feet in front of him.

"I just wanted to let you know that voices carry in this diner. I heard everything you just said. I'm opening up my home for you and your being very rude. I don't have to but I am because that's just me. And even if James wanted to get in my pants I am not easy so don't assume things. And also you shouldn't judge people before you get to know them." With that she turned around shouted out a goodbye and began walking out the diner.

"I like her." James chuckled, earning a hard smack from Logan who was shocked and proud that someone wasn't intimidated with what he does for a living.

They grabbed their bags and followed her out the door, wrapping their coats around them tighter when the cold air and freezing rain came down on them.

"Holy shit it is cold."

"I thought we were in Nashville, its freaking cold."

"Stop being babies. It's not even cold and this only happens once in a while here. So stop being babies." Tilly rolled her eyes, knowing that all four boys are from Minnesota, she thinks that they shouldn't really be complaining. They just ignored her.

"Well at least we're gonna get our white Christmas Kendall."

"Hell yes."

"For the love of God get in the car, my ass is freezing here. And we are on a schedule and I need to get to the store. So please get your Minnesota born asses in my car. Please." She shouted.

Smiling and laughing Kendall, James and Carlos got into the FJ Cruiser, as Logan pulled aside Tilly.

"I'm sorry. You were right I shouldn't just make assumptions. But Kendall sometimes just jumps into things without thinking and we don't have a way home or place to stay and he's always been the leader so it's like if he doesn't take care of us he failed."

"It's ok really and I know you can't always trust everyone you meet. But sometimes you just have to trust people. Like I'm pretty sure that if Kendall or the other two boys didn't trust me, you would be looking for somewhere else to stay."

"Yea your right, I just get nervous sometimes, they're my family and I don't want them to get hurt." Tilly smiled; she understood family and Logan's concern. If some stranger had offered her and her family to stay with them she too would be concerned.

"It's only a few days at the most and I promise nothing will happen." Logan gave her a warm smile which she immediately returned with a hug, after he opened her door he took himself to the back scooting in next Carlos, feeling better about this whole trip.

"Let's get this show on the road."

review? please.

b.