A/N: This story takes place in an alternate universe and may or may not be continued.

The school she attended was a small one, and that was just fine for Audrey. Having lived in the same secluded town her whole life, everything came with a striking sense of warmth and familiarity. Every morning, she'd walk through the double doors at the front of the square shaped building and be instantly greeted by four or five of her closest friends and acquaintances. The teacher, she'd had three times since entering high school level. The short supply of students meant only a few were needed after all.

Sure, it could get a little monotonous at times, and Audrey would be lying if she said it wasn't life outside city limits that she daydreamed of during math class, but ultimately, she was happy. She had her friends, her family, her dreams, not to mention her backyard was home to the best climbing tree on the block.

Really, what more did she need?

On a Monday afternoon, in the middle of March, during her third year of High School, Audrey stood alone in the middle of the tiny cafeteria. She drummed her fingers against her lunch tray, eyes darting here, there and everywhere in search of a place to sit.

Her usual table wasn't an option at the moment. Last night's explosive argument with one of her so-called closest friends had seen to that. It wasn't so much the fight that bothered Audrey as it was the fact that all their other friends had sided against her. That was ridiculous. Audrey didn't even really know what the fight had been about, just that Angela called her up to wildly accuse her of flirting with the guy in their gym class that she'd had her eye on. No matter how much Audrey tried to explain that she didn't like the guy (she didn't even know his name for pete's sake), Angela wasn't buying it. Apparently, neither was anyone else.

That was fine, Audrey told herself as she pointedly refused to acknowledge their callous glares and rude gestures. If they were going to be like that, she could just go sit with someone else. And they could just get through Environmental Science class all on their own.

Of course, this was a good plan strictly in theory. There was still the issue of finding somewhere else to spend her lunchtime hour. Audrey had always been aware that, for as small a school district as it was, there were enough students to sufficiently fill up every seat. Table after table went through her scanning eye, and every time, she came up empty handed. There just wasn't a free seat anywhere that she hadn't banned herself from.

It got to the point where Audrey considered just going to find a litter-free section of the floor to sit on. That's when she noticed the far, right hand corner, where the smallest table stood a short distance away from all the rest. Only one person sat there, all on his own and appearing ignorant of the noisy backdrop. He was instead staring down at the table, or more specifically, his notebook. Audrey glanced around one final time, accidentally locking eyes with Angela for a split second. She snapped her gaze away immediately, and found herself again looking at the boy in the corner.

From her vantage point, all she could see was the grey fedora hat covering his face from view as he bent low over the notebook. Could he be doing some last minute homework?

Well, that didn't matter to her so long as she didn't have to sit on the floor. He could be writing a pornographic novel for all she cared right now. Audrey's feet started to move, at a mostly slow pace, though she may have sped up a bit when she reached her old table. As she got closer, tufts of black hair became increasingly noticeable underneath the boy's hat. Audrey stopped in front of him, but he wasn't aware of her presence until she, fearing an awkward encounter, cleared her throat to get his attention. It worked like a charm as the boy's fast moving hand froze, pencil hovering a mere inch above the paper. He slowly looked up, revealing a boyish, handsome face accented by the brightest blue eyes Audrey had ever seen. She was momentarily stricken by the sight, quite unexpected it was, but came around quickly and coughed again, this time due to nerves.

"Hi there," she said, putting on a friendly smile. "Do you mind if I sit here?"

He blinked at her once, twice, three times and gave absolutely no answer for over five seconds. That short period of time passed slower than it probably should have, Audrey noted.

"Here?" he finally said, glancing around as if searching for someone else she might be talking to (never mind that she was looking right at him). "Uh… no, I guess not. You can sit."

Audrey wasted no time in doing just that. He pulled his notebook back a tad to make room for her, though it was technically unnecessary. This table was built for two, unlike the row of long ones that could seat up to twenty people at a time. Audrey worked the clasps of her salad container open, pulling out the packet of dressing and applying it liberally while the young man went back to his notebook. After a few minutes of Audrey munching on forkfuls of lettuce and the boy pouring over his work (whatever it was), she started to feel uncomfortable again, like she should say something. She didn't know why, but that feeling wasn't going to go away anytime soon. She felt it would just get worse.

"I'm Audrey, by the way."

He didn't look up this time, not even for a second. He did pause in his writing again, or rather drawing, Audrey corrected her earlier assumptions upon leaning forward and seeing the bizarre shapes he'd etched out onto the paper.

"Once-ler," he grumbled under his breath.

Audrey furrowed her brow, not sure she'd heard him correctly.

"Your name… is Once-ler?"

He nodded.

Audrey opened her mouth and closed it again, moving away to give him some space as she pondered this.

"Okay," she said after a beat. "Nice to meet you, Once-ler."

She held out a hand low so he could see it even with his head down. His eyes tilted up a bit, enough that Audrey could see them again despite the fact that he hadn't straightened up entirely. His slack free hand rose to take hers, and it was warm to the touch, warm and covered in calluses, particularly the fingertips. He let go first after a moment and pulled right back. Audrey didn't know what to make of that. Perhaps she was bothering him and he was just too polite to say anything about it.

She thought about leaving it at that, and it was probably the right thing to do, but for whatever reason, she wanted to keep going. Probably because she was used to five-way conversations with her friends about stupid teenager stuff she secretly didn't care that much about, but went along with anyway for their sake. Silence during lunchtime was a new and unwelcome experience for her.

"What are you drawing?" she asked.

He shrugged and gave a hard sigh. Audrey's toes curled in embarrassment.

'I guess I really am bothering him,' she thought.

Then Once-ler looked up again, for real this time, dropping the pen and everything. He didn't look annoyed or upset, rather, he just seemed anxious. Why? Audrey had no idea. It wasn't like he was the one trying to force a conversation with a total stranger.

"It's nothing," he answered, resting one hand on the page to cover up the drawings. "Nothing yet anyway. Someday, it'll be something huge…"

He trailed off, and had long since looked away. Audrey didn't even know if he was really talking to her anymore. He seemed lost in thoughts of whatever revolutionary idea came from those scribbles.

Clicking her tongue, Audrey looked back at her salad, soggy vegetables covered in French dressing that looked less appetizing the longer she let it sit. Her eyes darted away, and through the cage his split fingers formed around his work, Audrey could make out the drawing with near perfect clarity.

It appeared to be a scarf of some sort, but with the bizarre shape of it, she couldn't be sure. Unfinished doodles littered the surrounding area, sketched in pencil and colorless. As such, it was the big drawing in the center that held her attention. Part of the reason for that being it's bright pink hue. Now that was interesting. She hadn't seen a guy willingly use pink for anything since elementary school.

"It looks nice," she said. "You're a good artist."

Once-ler's head snapped around, and his wide eyed look caught Audrey off guard. It was the most emotion she'd seen him show since she first sat down.

"What?" he all but gasped. "You… you really think so?"

"Well, yeah," Audrey said, twiddling her thumbs. "I mean, I'm no expert in art, but I do dabble in it a bit and I like to think I know when someone has talent."

From there, her hands moved on their own, reaching into her shoulder bag and pulling free the beat up, yellow covered sketchbook her grandmother had given her on her last birthday. Since that day, she'd filled more than three quarters of it with messy drawings of whatever caught her interest. Most of them were rough and barely half finished; only a few she'd seen as good enough to warrant the addition of color. Flipping through the pages, she found one such drawing done several weeks ago, and held it out for Once-ler to see.

He tilted his head to one side, examining it wordlessly while Audrey came back to her sense and started to mentally berate herself for actually showing this to a guy she'd just met. Not even her closest friends had ever looked in that sketchbook.

"It's a tree," Once-ler observed after a minute before his eyes flicked to the opposite page. "You've drawn a couple of those… you must really like trees."

Audrey gave a nervous shrug. "Kind of."

In truth, Audrey adored trees. She'd loved them ever since she was a small child and climbed the one in her yard for the first time. She loved the leaves that hid her in the spring and summer, she loved the barren branches of winter and fall. She loved the rough texture of the bark and all the little birds and squirrels that it housed. If Audrey had her way, she would live in a purely forested area, climbing and drawing trees for the rest of her life. It was a silly dream, she realized, a relic from her childhood that she'd never fully let go of, but she didn't care about that in the slightest.

Even so, she was fully aware of how strange it might sound to other people and wasn't about to let Once-ler in on that particular secret. Her sketchbook was quite enough.

Speaking of which, Once-ler had looked away from it by now and was leaning back in his seat, one hand sheepishly rubbing at the back of his neck.

"I don't know anything about talent myself," he murmured, briefly looking away from her. "But, I think you're really good too."

Audrey grinned. "Thank you."

The shrill five minute bell put a halt to any further talking. Audrey shot up in her seat and gently, yet quickly, returned the sketchbook to her bag as Once-ler did the same with his own things. Slinging the bag over her shoulder, Audrey offered her new friend a parting glance.

"I'll see you around," she said. "Maybe we could show each other more of our drawings."

He met her smile with one of his own, and it looked so much better on him than fear or apathy. His already attractive appearance became even more so, and Audrey couldn't help the heat rising in her cheeks. She just hoped he wouldn't notice.

"Sounds great," Once-ler answered, slightly louder than what was needed.

Audrey nodded in response and turned away. She wasn't too surprised that he didn't walk with her. After all, they barely knew each other. Still, she felt a level of disappointment as she exited into the hall, leaving herself all alone for the rest of the day. The promise of another lunchtime at the corner table eased her mind, and made getting the cold shoulder from her old clique much more bearable.

And though Audrey didn't know it, and he'd never tell her, Once-ler was just as, if not more, cheerful the whole rest of the day thanks to their meeting. The smile her words brought on wouldn't leave him for hours, not even when he got home and had to endure his brother's teasing and his mother's condescending taunts of what a failure he was.

It didn't bother him, because there was someone else out there who believed he had worth.

A/N: Written on a whim for my fellow Once-ler/Audrey shippers on tumblr. It's about time we had a decent fanfiction for our ship! So I'm hoping this will inspire someone much better than me to write one. XD

Hope you enjoyed!