Disclaimer- I do not own The Suite Life of Zack and Cody.

Summary- Cody meets a girl his age and starts to slack off in school because he hangs out with her so much. Meanwhile, Zack starts doing better in school. ZackxMax. CodyxOC. Bad summary….review plz!

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The school bus dropped off Cody at the Tipton. He walked inside and waited for the elevator to come. His twin, Zack, was staying after school with his girlfriend, Max, to do 'homework' in the library. As the elevator came, with nobody else inside, Cody stepped in, followed by a girl who had dirty blond hair and blue-green eyes. She carried a textbook and pressed the button for level 21.

"Hi," she said, "I'm Lacey."

"Hi, I'm Cody."

"Where do you go to school?" Lacey asked.

"Buckner Middle School, you?"

"Uh, I actually go to my sisters school," Lacey said.

"Cool. Well, I guess maybe I'll see you later, I guess."

"Okay, bye," Lacey waved as she stepped out onto floor 21.

When the elevator reached the 23rd floor and Cody walked into his suite.

"Hey, Cody. How was school?" his mother asked.

"Fine. I actually don't have any homework today, surprisingly, which stinks." Cody always loved homework, unlike Zack, who never did homework.

Cody flipped through the channels on the TV and settled on a show and watched it until a half an hour later, when Max and Zack walked through the door.

"Zack, you're so funny!" Max said. Cody rolled his eyes and shut off the TV. He knew it was going to be another bring Friday which meant Max was going to sleepover.

"Mom, I'm going to the candy counter for, like, the rest of the night," Cody said. He was just being sarcastic, which Zack knew, but Max was offended.

"Zack, why does Cody hate me?"

"Um, he doesn't. He just has a candy craving, I guess."

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Cody got out of the elevator and stepped into the lobby to find Lacey behind the candy counter with Maddie.

"Hey, Maddie. Hey Lacey."

"Cody, how do you know my 14 year old sister?" Maddie asked.

"Oh, I met Cody in the elevator earlier," Lacey answered.

"What? Since when do you have a younger sister, Maddie? I knew you had an older sister at college and a younger brother, but never a younger sister!"

"Must have slipped my mind," Maddie said. Lacey stuck her tongue out at Maddie.

Maddie leaned in to Cody, "Mind if she could stay the night with you? I know its last minute and you barely know her, but my family has this thing tonight, and only my parents and I are invited. Please?"

"Sure, okay. Only if you give me a free snicker doodle, though."

Maddie handed him one. "Lacey, you're going up to the suite with Cody."

"Much better then hanging around here!" Lacey skipped out from behind the counter and next to Cody.

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As Lacey and Cody walked through the door to Cody's suite, Max dropped her handful of popcorn on the ground and stared at her.

"Lacey?" Max asked.

"Max?" Lacey said.

Max got her backpack and left the suite, "Zack, I'm really sorry, but I have to go…."

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A/N- boring, but you have to get through that to get to the good : )