Disclaimer: I don't own Yugioh.

A/N: after many failed attempts I think an AU is in order where they're closer to the same age. Just so you know.

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"Hey Rex, your crush is coming down the hall. You going to face her today?"

Rex lifted his head and looked down the hall. Seeing a head of golden hair among a group of girls, he quickly looked down and busied himself with something in his locker. "….No…." he replied after a pause.

"Oh come on, why not?" his friend asked as the group of girls passed. Rex waited a moment before straightening, watching after the girls.

"Because, she's popular and beautiful and smart and I…am the exact opposite," he replied, looking back at his friend.

His friend sighed and shook his head. Rex was hopeless. "You never know until you try. I'm going to lunch. I'll talk to you later," he said, pushing off the wall and walking away with a wave.

"Hey wait! Ugh, stupid friends should mind their own business," he grumbled, kicking his locker shut after he took his lunch out. Heading up to the roof, Rex sat against the fence and ate his lunch as he looked over the school yard. Even from this distance, he could see his crush. It wasn't hard to spot her. Tall, leggy, and blonde hair the color of the sun, Mai Valentine stood out.

Of course it was no surprise that Mai also got a lot of attention, especially from the males of the school. Everyone wanted her to be their girlfriend. Mai constantly had her locker stuffed with letters of adoration. What was even more surprising is that she turned almost all of the suitors down. It didn't stop them though.

It sort of gave Rex hope that he might have a chance, that mr popular was what Mai wasn't looking for. Maybe later he would have to ask her out if only to see what her answer would be.

…

That afternoon, as Rex was walking home from school, when he heard a shout from the alley he had to walk by. He was going to just ignore it, when he heard a very unmistakable voice demand to be let go. Rex knew that voice anywhere…it was Mai.

Following the sounds of arguing, Rex peered around a corner and his eyes widened. One of the more popular guys of the school had Mai pinned against the brick wall and was invading her personal space by a lot. "You've turned me down for the last time, Mai. I will make you mine whether you like it or not," he said lewdly.

Mai struggled against him but to no avail as he crushed their lips together in a kiss. Rex could tell that the upperclassman had more on his mind than just a kiss. This was also made fairly obvious due to the upperclassman's hand starting to wander. He had to do something, he couldn't just let Mai get hurt.

"Hey! Leave her alone!" Rex said, coming out from behind the corner, watching the pervert jump.

"Clear out, twerp," the upperclassman warned. Mai turned her head, her eyes widening in surprise at seeing who was coming to her rescue. "Rex…get out of here before you get hurt," she pleaded.

Rex gave Mai a small reassuring smile. "Don't worry Mai, even if he does beat me up, I still know who he is so if something happens to you, you have a witness," he pointed out. Mai blinked and then smiled as she caught on.

The upperclassman snarled as he realized that they were right and let Mai go. As he left the alley, he puched Rex in the cheek, sending him flying into some trashcans. "Rex!" Mai called, scrambling over to him. "You didn't have to do that," she murmured as she helped him sit up.

Rex blushed and looked away. "Well…isn't that what people usually do for those that they like?" he asked softly, not meeting Mai's eyes.

Mai blinked in surprise before smiling a bit and leaning down and kissing Rex's cheek gently. "Oh Rex, you're a good kid. Had circumstances been different I might have said yes, but the truth is…I'm not interested in guys…girls are more my thing," she admitted with a blush.

Rex blinked at her with a surprise. On one hand he was disappointed his crush didn't return the feelings. On the other hand, he was glad it wasn't because it was another guy that had gotten to her first.

"Well, I suppose I can live with that. We can be friends though right?" he asked.

"Definitely."