Penny was upset. She wore a scowl on her usual happy face as she walked down the hall with her best friend, Tracy. "It won't be that bad," Tracy said

"Easy for you to say. You don't have to do your project with Amber Von Tussle!" She cried still not believing how horrible her luck was. She was paired up to work on a history project that was worth half their grade with that awful girl. "Why couldn't we just work together?" Tracy said feeling bad for Penny. She hated that her best friend was going to have to spend the next couple of weeks working with Amber. "Speak of the devil…" Tracy said as Amber walked up to them. "Hi Penny" she said brightly and then turned to Tracy and said dryly "Hi Tracy."

"What is it, Amber?" Penny said

"Look, I have an idea about our history project."

"Can we just talk about this tomorrow when we meet at your house?" The less time she had to spend with Amber the better.

"It's just going to take a second. Do you mind Tracy?" Amber said looking at Tracy with a cold glare. "Sure, I'll catch up with you later Penny" Tracy said giving her a sympathy smile and then walking away. "Look Penny I know you don't want to work with me and the feeling is mutual, but I have a solution that's going to make us both happy." Amber said smiling.

"And what would that be Amber?" Penny said knowing she was going to hate whatever Amber was going to say next. "Well, you can do the project since you have nothing better to do anyway. Then we can say we both did it! If you do, I'll tell my mom to put you on the council. Then you'll be popular like me!" Penny rolled her eyes. Was she kidding? She wasn't going to do the project alone and let Amber get away with not doing anything. Plus, she didn't want to be on the council anyway. Her mom was still upset about her kissing Seaweed on live television and there was no way she would allow it even if she wanted to do it. "Forget it Amber! I'll be at your house at seven tomorrow night"

"Fine, but you'll regret it." Amber said and then walked away. Penny knew this was going to be the longest two weeks of her life.

She rang the doorbell to the Von Tussles house at exactly seven the next day. Amber answered the door herself dressed in a white dress with pink flowers all over it. She had a frown on her face. "Is that happiness to see me?" Penny asked sarcastically.

"Come in," Amber said ignoring Penny's sarcasm. She didn't want Penny in her house. She didn't even want to talk to her. "We can go up to my room," she said closing the door. When they got up the stairs, Penny sat on Amber's canopy bed which was decorated with pink and white sheets. The walls were also painted pink and white. Amber's taste was very frilly and not to mention nauseating. "Okay, let's get this over with." Amber said sitting next to Penny on the bed. "Amber, it's going to take more then one day to finish the project." Penny reminded her. "Right, do you at least have something in mind for us to do?" Amber asked already bored with the whole thing. "I thought we could make a replica of the Roman coliseum and do a report. We can make it out of clay."

"That would take up too much time. I have to dance on the show, you know." Amber snapped. Penny sighed. This wasn't going to be easy. Amber was going to blow her A average if she didn't get her act together. "Amber, we are doing it rather you like it or not," Penny snapped back at her. Amber got up and faced Penny putting her hands on her hips. "Who put you in charge?" She demanded.

"No one but you aren't coming up with anything!" Penny said and stood up in Amber's face. She wasn't going to let an idiot like Amber push her around.

"Amber!" Velma said as she opened the door. "Yes mom." Amber said suddenly smiling.

"Oh, I didn't know you had company." Velma said looking at Penny. "I don't. I mean we are just doing a project together."

"How nice." Velma said looking Penny up and down with a disgusted look on her face. Penny couldn't help looking down at her blue jumper and wondering if something was wrong with it. "Anyway, I just came up to tell you more about the pageant." Velma added.

"What pageant?" Amber asked confused. Velma was suddenly furious. "Have I been talking to myself for the past few weeks? The Miss Teen Baltimore Pageant, remember?"

"Oh right of course" Amber said sadly. "I'll talk to you about it when your….um friend leaves," she said and then left. Amber suddenly sat down and put her head down. Penny couldn't help but wonder what was wrong with her. She didn't like seeing anyone upset, even if it was Amber. "Are you okay?" Penny asked her.

"Penny, you have no idea what it's like to have a mom like mine's." Amber said still looking down. Amber had obviously not met her own strict mother.

"At least she doesn't punish you for everything you do." Penny said.

"I feel like I'm being punished. My mom is always entering me in these beauty pageants but I'm sick of them. If I lose she gets mad and makes me work twice as hard to win the next one. She knows that winner is always better in some way but she always tells me that I should have done something different but I do everything she tells me to. What more does she want?" Amber explained. She knew what it was like to have a control freak mom even though it wasn't quite the same thing. She wasn't allowed to see Seaweed but she did it anyway behind her mom's back, but her mom would never make her enter a pageant. She thought they were sinful and she wasn't even allowed to watch them on television.

"Amber my mom is awful. She ties me to the bed when she thinks I've been really bad. She hates everything I do, and my friends." Amber got up and went to the trophy display case with all of her pageant trophies, certificates, and slashes in it. Penny thought the collection was beautiful but Amber obviously didn't think so. "Penny, I'll give you all of these if I can switch moms with you. Your mom's not perfect but she doesn't try to live through you." Amber looked like she might cry and Penny felt so bad for her. She was also starting to understand why Amber was so mean. If she had a mom like Velma, she wouldn't be so nice either. "Amber, I'm so sorry," she said walking over to her and giving her a friendly hug. They pulled back and looked into each other eyes. "Penny, no one has ever been very nice to me. Sure, the girls on the council are nice but that's because they are scared of my mom and guys are nice but you know what they want." Amber said softly. Penny just nodded.

"Penny you are very pretty if you entered pageants you will definitely win." Amber said looking at Penny's petite figure and her pretty facial features. She knew her mom didn't' like the way Penny dressed but Amber thought it was just perfect. "Thanks Amber," Penny said acting uncomfortable. She felt like she should leave. "I'm really sorry about earlier. I'm willing to work on your idea for the project." Amber said

"Really?" Penny asked surprised. Amber nodded and started playing with one of Penny's pigtails. "Amber, maybe we should cal it a day and work on this tomorrow." Penny said slowly. Amber was making her uncomfortable. She didn't know why but it was something in the way she was acting. "Penny," Amber said softly still messing with her hair. "Amber, I- " Penny said but Amber cut her off by kissing her all of a sudden. "I'm sorry; I didn't mean to do that. It was stupid." Amber said and pulled away. "That's okay but I have to go." She said and hurried out of the room. She was confused about what to think or do now.