Bonjour guys! This is my first post; I am new to the site, so no hate please. This process has been kind of confusing (no blame to ), so I'm just putting this out there. I know that there aren't a ton of fics about this pairing, NONE of them are AU, and I'm mad about it. Feel free to criticize as long as it's constructive... Let's get into it, shall we?

Ben Warren didn't have time for school. He was on the football team, had a hot girlfriend who was draped over him like an ornament 24/7. This year, senior year, was his victory lap around the stadium of high school, and he was just waiting to cross the finish line.

He had a few bumps along the way, but now he was about to graduate from Webber High School popular, adored and athletic, with a solid B- in each class. He was a chick magnet with a good grade point average.

Until now.

Ben had been sprawled across his bed, doing situps with his legs flung over the headboard when he heard his mother's shrill shriek carry up the stairs. "Benjamin Warren! You get down here now!"

She sounded upset, and no good came of it when she was upset. So, the dark-skinned jock sighed and got up. His back made a loud pop sound.

As he walked towards the voice, his reflection smiled fleetingly at him through the mirror- all white teeth that never needed braces and shaved head that made the girls go wild. But before he could appreciate himself, he melted into the frame and felt the stairs beneath him.

"Mom, what?" A tinge of annoyance decorated his words. After all, he was close to beating his record. Sit ups were his weakness in Phs. Ed.

But, his confidence evaporated when his mom pivoted towards him and, in lieu of a greeting, held up his newest report card. Oh shit. Ben gritted his teeth and shut his eyes tight. His mom must have intercepted it from the mail. He hadn't seen that one yet, but it appeared that…

"No higher than a C minus in every class?! Ben, I taught you better than this!" Her shrill tones battled for dominance with the teakettle of the stove. She was such a mom, running over to pour his sister a mug of tea for her flu while still berating him. "You're missing assignments, you're late to class… It said here that you've been skipping classes? What went wrong?"

Ben rolled his eyes. She would never get it. He couldn't look like some sort of nerd to his friends. Good grades were pretty embarrassing in The Web (his playful nickname for the school). And he couldn't be a geek, not when he had been stealthily climbing the social ladder rung by rung until he was the alpha dog. He had seen (and happily participated in) what happened to nerds. But he knew if he tried to explain this to his mother, she wouldn't understand.

So all he said was, "I'm sorry, Mom. The football team-"

"I don't care about the football team! If they gave out scholarships for football, I would care more, but they already handed that to Robbie." Her voice was stern, and her words cut through Ben's thoughts like a knife.

Robbie was one of his best friends. When he got that scholarship instead of Ben, they had stopped talking for a while. Things were better now, but it had been agony.

"I'll try harder Mom, I promise." He was lying, but things usually worked out for him in the end. It might sound stuck up, but it was the truth. Had been the truth since he scored the winning touchdown and walked home to find Elizabeth Miller hanging off his front porch.

His mom nodded, drawing Ben into her and pressing a kiss to his forehead. "Maybe you should get a tutor." She suggested casually, turning back to stir a pot of soup. Ben's eyebrows skyrocketed. That was how she did things- mask the bombs she dropped with affection and that matter-of-fact tone.

His mom had the worst ideas.

"Ew, mom, I don't need a tutor!" Ben protested, horrified. Kids who needed tutors had IDIOT scrawled on their lockers in lipstick. Kids who had tutors had to pick spitballs out of their hair and erase the word NERD from their desks every Friday.

And so it was, that the ruining of his entire life was a calm affair. In fact, it consisted of three sentences uttered simply from his mom, all of which could have prevented the wreckage they caused if they had just not been said. "Your report card says you do. Find a tutor. If your grades improve, we can talk about firing them."

Ben stared at her, his report card all but forgotten on the counter. This couldn't happen, not at the to of the mountain!

His mom smiled at him, oblivious to his terror, and asked maternally, "You want any soup, honey?"

The next day, Ben was slowly coming to terms with the fact that he needed a tutor. And that even if he didn't, he was sure as hell gonna get one.

Part of what helped the teenage dream achieve this conclusion was the fact that while he was laughing at Mandy Bailey with his friends, his glowering math teacher slapped his test on his desk with a grunt of dislike. She had always hated him, and he was pretty sure she liked him even less when she caught him shooting a spitball at Mandy.

He laughed it off, feeling pats on his back and cheers when the poor girl wiped it off her shoulder in disgust. She was already tucking her test into her bag so no one would prove she was even more of a nerd than she already was. A twinge ran through him, but he shrugged it off. Popularity had a price.

Then, he looked down at his test. Well, that would be a price.

A sixty-two? He almost said it out loud, but walled it inside just in time to flip the paper over. He had studied for that! But still, the big red F in the corner. No one had seen yet.

Shit. This meant he needed better grades fast. He needed some sort of scholarship; his sister Amy was heading into her third year of college, and his parents couldn't afford to send both of them.

He needed a tutor.

Ew.

He scanned the math room briefly for prospects. He needed someone smart, with great grades, but who was too shy and quiet to tell anyone. Someone without a social life to spread the word. His eyes, as usual, finally ended up on Mandy.

Oh, Mandy.

Miranda Bailey was a far-too-short, curvy girl with toffee skin, freckles, and square green glasses that she pushed up her snub nose when she was nervous. She definitely could have been pretty, but her bottom lip stuck out like a fish's and her big, dark eyes were hidden behind the glasses. Plus, her seemingly straight teeth were outfitted in slender green braces, and her hair was poufy but cut below her ears so her head was shaped like a mushroom cap.

Ben's entire high school life had been focused on making her life a living hell.

Tripping her in the hallways, calling her metal mouth (trouty mouth was the second favorite) and mushroom head, barely trying to stop his friends from spray painting slurs on her locker, you name it. He didn't have any pull with Mandy.

But she just might tutor him. Maybe. She had tutored this kid named Marcus back in junior year, and his grades went way up.

Of course, it got the rumor mill going and neither teenager could look at each other in the hallways ever again. Ben actually felt pretty bad about that.

For now, he leaned forward in his seat to look at her test. The corner stuck out of her tote bag. If she had a decent grade on that killer test, he would ask about it. A B at least would do. HE craned his neck a little more, trying to see the red Sharpie through the paper.

Ben's jaw dropped. An A plus, perfect score. He was pretty sure only like three people in history had A pluses on Ms. Sharp's algebra exams.

So. Mandy. Mandy Bailey. As his tutor.

Okay.

He turned back to the whiteboard, where Ms. Sharp was speaking about solving for x in a dull monotone. He would ask the short geek about it, and if she said no, that was it. His mom would probably let him off the hook, and he would try his best to improve his grades.

Only, she didn't say no. At least, he didn't think so.

After school (math was his last class, thank God), before the buses rolled up, he followed her to the bench where she usually sat reading or doing her homework. Of course, there she was. A thick book titled Grey's Anatomy was propped on the table, and she turned the pages so fast he thought the book would burst into flames. How could she read a science book with such vigor?

"Hey," Ben said in a low voice. Mandy jumped in surprise, and when she whipped around to see who dared to talk to her, she flinched. The terror on her face made guilt rise in his stomach.

"What do you want?" The stout girl asked bravely, holding her book to her chest and jutting her lower lip out. She kind of looked like a puppy, her head tilted to the side and her eyes narrowed, and he realized that look at her five nights a week might not make him go blind.

Well, maybe half-blind.

"Uh, Mandy, I was wondering…" Ben pulled his lithe body up to sit next to her, looking her in the eye, her facing into the table and him facing out. "So… I haven't really… Been doing all that well. In school."

He was shocked when the short teenager let out a short string of surprised laughter. It seemed to bubble up out of nowhere, vaguely snortish and definitely adorable.

Wait. Adorable? Whatever.

Besides, he was more focused on what she said next, in her brash lilted voice. "Well duh." Her face was a mask of delight.

"What do you mean?" Ben asked, turning inward to face her, his voice low. Of course, he didn't want to look her in the eye, the glasses revealing his nervous reflection, but she snorted and rolled dark eyes.

"Well anyone with a brain could see you kinda doze off in class. And you kinda never study. And you kinda never get any higher than a C plus. And…" She trailed off when she saw him starting to look angry, his hand coming up to stroke the beginnings of stubble poking from his chin.

He frowned, but she smiled and said, "Like I said, anyone with a brain. So lucky for you, no one knows."

He was so surprised, he actually laughed. But quickly sobered up when he saw her flinching away from the noise. So used to being laughed at, he assumed, and even though she was asking for it, he felt a weirdness in his stomach.

When Mandy realized he wasn't about to fling a soft drink onto her face, she sobered up and asked, "So, what do you want?"

Of course. Back to business. Ben sighed. "So, my m- well, I think I might need a tutor."

For exactly three seconds, Mandy stared at him, her finger hooked inside one of her gold hoop earring in an overall dangerous way. Then, she giggled. Mandy Bailey giggled. "And you're asking me?" Her smile evaporated. "You're asking the nerd, the trouty-mouthed nerd, to be your tutor?"

Ben rolled his eyes, feeling his popular self come back. "Look, I don't like it, okay? So would you just, you know, come over after school? I'll walk you."

Mandy swiveled so that their bodies were facing each other, so close that their legs almost touched. How disgusting. "You usually walk me home anyway, remember? So you can yell at me and shoot spitballs into my hair?"

The football player sighed, glancing over to where his friends sat, laughing and torturing a skinny freshman. They hadn't seen him talking with her, luckily, and he hid his face behind a notebook to be safe. Obviously, that didn't win him points with Mandy. "I'm sorry about that, okay? Will you just do it?"

To his surprise, she buried her nose in her book again. But not in time to stifle the word she muttered, which was a mangled version of "Fine."

Ben's eyebrows nearly touched his hairline. When Mandy glanced over and saw him watching, she said, "If I said no, I don't know what in the hell you would do. But you do have to walk me to your house- I haven't had the best experiences walking to people's houses alone."

Ben cut her a look. She was talking about the time she walked to Henry Smith's house after school, and Ben's group of friends followed her and beat her up. Ben wasn't there, so it wasn't his fault, but he didn't stop them when they told him about it.

"Okay, thanks. Sorry. But can we wait 'til after Ian and Mitch get on the bus?" He pleaded, watching his friends shove a junior into the lockers. Mandy followed his eyeline and said, "That would probably be in our best interests."

Ben nodded, and the teenager turned back to her book.

But he felt like he should, you know, talk to her. Since she would be sitting at his kitchen table for the next few weeks. So he read the title of the book and tapped his finger on the spine, his way of getting her to look up again.

"Grey's Anatomy, huh? I didn't know you were interested in surgery." He said, genuinely curious. Mandy rolled her eyes and said, "Of course you didn't. But if you gotta know, the minute I get out of Wellesley, I'm off to med school. General surgery."

The athletic boy was surprised. He knew that her GPA was a 4.0, and that she was best in science, but a surgeon? He could kind of see it. When she wasn't in the midst of his group being pushed from person to person like a volleyball, she was sarcastic and sharp, and practiced sewing on sliced grapes.

"Cool, sounds… Cool," he said, with such flagrant disregard for the subject matter that Mandy giggled again. "Oh, please. You'd be better suited to… An anesthesiologist."

Ben laughed out loud at the way her face relaxed, like she had a little secret, a hilarious secret that no one else knew. "I do not know enough about surgery to know if that's an insult or not."

They laughed for a second, forgetting about most things. Then, Ben realized that people could, like, hear them. So he stopped and covered his face with the notebook before Liz saw. Mandy frowned.

"Hey, your friends are leaving." She said, even though none of them were moving. Ben looked at her, and she pointed to their bus- 2126. She knew their bus number. Had probably memorized it so she knew when she could stop hiding.

God, it was like she was trying to make him feel bad.

"Oh. Okay. You want to… Are you- here, my house is just up the block. Come with me." Feeling weird and disgusted, Ben pulled her behind the school so they could start walking.