Disclaimer: I do not own Hannah Montana.

A/N: This started out as a songfic, originally to 'Over and Over' by Three Days Grace. But as the story progressed, I realized that didn't fit as well as I would like it to, because the story changed more from fluff to angst. This is a little different than what I normally write, so I hope it isn't too out there. Let me know what you think. And yeah, I've never used page breaks before, so I'm hoping they worked.

Oliver walked mindlessly along the sidewalk, pondering his many thoughts. He wished things were different; that someone would actually listen to him. He'd tried so hard to tell her… but Miley always got in the way. At least, that was his excuse. It would work for now. He looked down the street and sighed, seeing a house he had visited many a time. It was Lilly's, bright yellow and surrounded by beautiful gardens. The mailbox was nice and white with birds and bugs on it, the only thing wrong were the huge dents at the bottom, obviously from a certain teenage girl slamming into it on her skateboard.

He saw a car speeding down the street and turning into Lilly's driveway, narrowly missing the said mailbox. Once the car was parked Lilly ran out of it crying and into the house.

"We are NOT done talking, Lillian!" her father yelled, slamming the car door. Oliver's heart flipped as Lilly's angry father ran into the house after his daughter. He couldn't help but feel bad for her, and angry at her father. Lilly often did silly or stupid things, and her father often overreacted. Oliver whipped out his cell phone and called Lilly. She picked up on the first ring.

"Hel-hello?" Lilly asked, trying to cover up her crying.

"It's me, I'm at the end of your street," Oliver said.

"I'll see you in a sec," Lilly said. She hung up and her window opened quickly. Lilly stuck one Converse-clad foot out the window, looking over her shoulder once to see if her dad was watching her. She grabbed her skateboard and shimmied down the gutter. She nearly tripped over a nicely trimmed bush as she turned once more to see if anyone was following her. She pulled her dark green hat onto her head and turned onto the sidewalk. She walked a couple paces to find Oliver, sitting on the curb.

"Hey," she said, flopping down next to him, just out of view of the house.

"What's up with your dad?" he asked. She smiled disdainfully.

"Apparently dearest father doesn't like it when I come to visit him at the office," Lilly said grimly.

"You skateboarded into the elevator and straight into his boss again, didn't you?" Oliver asked. Lilly grinned.

"Third time in a row," she laughed slightly, "But his boss didn't seem to mind. He just laughed and smiled at me. I guess dad doesn't want me embarrassing him," Lilly shrugged.

"What's that?" Oliver asked, pointing to Lilly's forehead. She quickly pulled the hat on farther.

"Nothing," she muttered. Oliver decided not to look into the matter.

"Are you okay?" he asked, looking in her eyes. They were clouded with fear.

"Uh, yeah, of course," she muttered. "Never better,"

"Dude, why don't you just talk to her?" Jake asked. Oliver had befriended him ever since he stopped trying to be with Miley.

"I have, I just…I can't tell her that I like her… what if she doesn't feel the same way?" Oliver said.

"Just tell her!" Jake said.

"No!" Oliver said, slamming the art room door shut.

"Look, you've never been this hung up before, right? So just tell her," Jake said.

"I don't need help from someone who loved one of my best friends for a year and got turned down…" Oliver counted on his fingers, "18 times," he finished. Jake glared.

"Whatever, man," Jake said. The two went their separate ways to their lockers. Oliver fumbled with his lock before slamming his fist into it.

"Woah, watch it, Locker Man," Lilly said, arriving at Oliver's locker. He just grunted and grabbed some of his books.

"Hey, you took down the pictures of Hannah," Lilly said. Even though Oliver knew Miley was Hannah, he still kept them up as a joke.

"Oh, yeah, they were taking up space," Oliver muttered.

"Yeah, sure," Lilly said sarcastically. "So who's the Ollie Trollie crushin' on now?" Lilly asked. She leaned up against some lockers.

"No one, just flying solo for now," Oliver said. A bell rang.

"Well, I gotta go, science, here I come," Lilly said sarcastically. She swung her backpack over her shoulder and walked down the hall.

"Like, where do you think you're going?" Ashley asked.

"Yeah, you should be arrested for the fashion crime you're committing!" Amber said, pointing to Lilly's shoes. Lilly looked down at her cruddy old green converse.

"They're just shoes…" Lilly muttered.

"Whatever. Elch, LOOK at that sweatshirt!!" Amber said, pointing to Lilly's sweatshirt. It had several large holes in it and a few oil stains.

"Where'd you get that, the auto shop?" Ashley said.

"Ew, and that HAT, it's so… 90s!!" Amber squealed, reaching up to pull the garment off.

"Don't!" Lilly said, pulling the hat on further. "Just leave me alone," Lilly said. She attempted to walk past them.

"Yeah, you know, I don't think Mrs. Howland is going to like your outfit," Amber said, blocking Lilly's path.

"Maybe we should just change it for you!" Ashley said. She lifted her smoothie above Lilly's head.

"Don't!" Oliver yelled. He pushed Ashley's arm over Amber's head. Amber closed her eyes as blended fruit slid down her head.

"You… did not… just do that…" Amber seethed.

"Hm. I think he did," Lilly said. Oliver dragged her to the stairs, away from Amber and Ashley. Lilly hugged him hard.

"Thank you," she smiled into his shoulder. They stood together for a moment before a voice interrupted them.

"Miss Truscott," Mrs. Howland said from the door of the science room. "We are waiting. Now, if you are done with your friend here, can you please join us?" she asked. Lilly turned bright red and jumped away from Oliver's arms.

"Yes, ma'am," Lilly said quickly. She smiled over her shoulder to Oliver as she walked into the class. Oliver's heart fluttered and he smiled to himself. Maybe there was a chance after all.

Oliver dropped his backpack onto his mother's pristine living room floor. He flopped down onto the couch as Miley and Lilly raided his fridge.

"You guys gonna eat all the food again?" Oliver whined.

"Friends do not ask for food," Miley said, grabbing a soda and chips.

"Best friends are the reason you have no food," Lilly finished. She sat down on an armchair sideways with her legs dangling over the edge. Miley sat next to Oliver on the couch.

"Homework time," she said. She pulled out a binder, swiftly lifting a soda and handing it to Oliver at the same time.

"Ew, orange," Oliver said. He threw it to Lilly.

"Aw man," Lilly groaned. "I appreciate the gesture, but now I can't drink it," she said, scowling. She put the soda on the coffee table and frowned into her homework.

"Who cares?" she muttered.

"Not me, I'm done. For now," Oliver added. He shut his books and looked out the window.

"Come on, it's one of the last days of the summer, and it's Friday" he said, motioning to the beautiful day out.

"Oliver, it's the beginning of the year. I don't want to piss off the teachers before the end of the first semester," Miley said.

"Miles, come on, you're always one for taking chances and having fuuuun!" Oliver whined. He grabbed her hand and tried to pull her off the couch.

"Oliverrrrr," she mocked, pulling her hand away.

"Come oooooon," Oliver said. Miley looked out the window, at Oliver, at her papers and then out the window again.

"Okay. We'll go hang out for a while but THEN we have to get back to work!" Miley said.

"Deal!" Oliver said excitedly. Lilly laughed.

"Well, if you're going to leave me here…" Lilly said. She put her books down and grinned.

"Last one out is a rotten egg," she said, sticking her tongue out. They made a mad dash for the door. Lilly and Oliver got stuck in the doorway just after Miley slipped out.

"Well, I'm not last," she said laughing.

"Whatever happened to ladies first?" Lilly grumbled, elbowing Oliver's side.

"Went the same place chivalry did. Out the window," Oliver grinned.

"Lemme outttt, I don't wanna be rotten! The person who says the 'last one out' should NEVER actually be the last one out!" Lilly explained.

"You're right," Oliver said. He quickly picked her up and swung her over his shoulder.

"It should be first one DOWN," Oliver grinned.

"Put me down!" Lilly said.

"Nope," Oliver said.

"OLIVER!" Lilly yelled. Miley came up beside them with a mischievous look on her face.

"Oliver, put me down, I'm serious!" Lilly said.

"Yeah, so?" Oliver said.

"Oliver, she's got the hose!" Lilly squealed, kicking. Miley sprayed them and Oliver put Lilly down.

"Miiiiley!" Oliver whined, looking at his wet shirt.

"You'd totally win the contest," Lilly giggled. She hid behind a tree.

"Do you mind?" Oliver asked Miley. Miley giggled and handed him the hose.

"LILLY!" Oliver said. He found her and soaked her head to toe.

"I daresay the whole homework thing isn't gonna happen now…" Lilly muttered. Miley's cell phone rang.

"Eh, that's been in there this whole time…" Miley muttered, pulling the soggy phone from her pocket.

"Hello?" she answered it carefully. Oliver and Lilly heard yelling on the other end.

"Okay, okay, I'll be home in a couple minutes," Miley said, shutting the phone. A few drops of water fell from the phone. Miley cringed.

"I think I totaled my phone," she said. "That was dad, I guess I was supposed to be at home… so yeah," Miley said. She ran up into the house, grabbed her things and headed out the front door.

"LATER!" she yelled, not turning back.

"We should get dry," Lilly grumbled.

"Yeah," Oliver said. He pulled his shirt off as he walked inside. Lilly turned around.

"Ahhh! I- I mean, mean, sorr-sorry," Lilly stuttered, turning around quickly. She peeled off her wet shoes and socks.

"Do you have any clothes I could borrow?" she asked.

"Uh, yeah, lemme go find something," Oliver muttered. He rummaged through his drawers and found a t shirt.

"Oliver, someone sent you a text," Lilly yelled from the sitting room.

"You can read it," Oliver said, looking for some pants for Lilly.

"Jake says 'just tell her'," Lilly said, looking up at Oliver as he entered the room. Oliver quickly grabbed the phone from her.

"Tell who what?" Lilly asked, taking the baggy t shirt and older boxers he handed her. "These are clean right?"

"Uh, I have to tell my mom that… I broke a lamp earlier. The guilt is killing me," Oliver said. Lilly raised an eyebrow at him. "Oh, yeah, those are clean," he said. Lilly laughed.

"I'm gonna go change, I'll be right back," Lilly said. Oliver couldn't help but watch her walk away. She changed and walked back into the room.

"I'm still freezing… probably not the smartest thing we could have done in early October?" she laughed.

"Lils, just take your hat off, then you'll warm up. It's all wet," Oliver said, reaching for her head.

"No! Uh, I mean, no thanks, its okay," she said. Oliver looked at her quizzically.

"Lilly, you know you can tell me anything, right?" Oliver asked.

"Yeah, yeah, of course," she said.

"Are you okay?" he asked.

"Yeah, I just have some… other stuff on my mind," Lilly said, sighing.

"Hey, how about we watch a movie or something? Homework can wait," Oliver offered.

"Okay," Lilly nodded. Oliver put a movie in and hit play.

"The Lady and the Tramp!" Lilly said excitedly. Oliver laughed.

"I've loved this movie since-," Lilly began.

"You were 6 and we went to see it at the theaters," Oliver finished, laughing. He sat down on the couch next to her.

"Lilly?" Oliver asked. They had been watching for only 15 minutes and Lilly had fallen asleep.

"Lils?" he asked. He smiled at her.

"C'mhere," he muttered. He gently moved her so she was leaning up against him. She snuggled closer and smiled in her sleep.

"Where… what… Oliver?" Lilly asked, rubbing her eyes. The bright sun shone through the curtain and directly onto her head.

"Saturday morning, you spent the night," Oliver laughed from the kitchen table.

"Omigo-," Lilly said.

"I already called your mommy, Lilly, don't worry," Oliver laughed. Lilly smiled, and Oliver knew it was because she preferred her mother to her father. Lilly's parents had split up two years ago, when Lilly was 13. Lilly's mom moved up into Northern California, and somehow Lilly's father got custody of her, which Lilly wasn't please about.

"But-," Lilly said.

"And she called your dad to say that you were at Miley's. And Miley's dad is instructed to tell your dad if he calls that you've both made your way over to my place," Oliver said proudly.

"Wow, for a donut you sure have a good memory," Lilly laughed. She stood up and grabbed a bowl from the cupboard.

"Yum," she said, pouring out the 'Choco-Pops'.

"How can you eat that for breakfast??" Oliver cringed.

"They're yummy," Lilly said, pouring milk on her cereal. The two sat in silence, eating.

"Oliver?" Lilly said.

"Yeah?" Oliver said, looking up from his cereal. Lilly paused for a moment.

"Uh, never mind," she said. The two sat for a couple minutes when Lilly broke the silence.

"He hit me," Lilly said, her voice cracking. Tears slowly began welling up in her eyes.

"Oh my god, Lilly…" Oliver said. He quickly moved himself so he was sitting next to her.

"I had no idea," Oliver said quietly. He put his arms around her shoulders.

"On my head, after the day I went to his work," Lilly said. "I was so glad you called…" she sobbed.

"I can't take it anymore, I can't keep doing this…" Lilly said.

"Lilly, it's not your fault, you didn't do anything wrong," Oliver said, rubbing her arm.

"Well why does he do it then?" she asked. She nuzzled closer to his neck.

"It's not you, Lilly, it's him, something's not right with him, you didn't do anything wrong," Oliver soothed. She sobbed, her whole body shaking with each cry.

"But Lilly… I need to make sure your cut is okay…" Oliver said. She looked up at him.

"Do you have to?" she asked.

"Lilly…" Oliver said. She sighed and carefully pulled her hat off. A deep red gash was revealed underneath the brim hat. Oliver sighed.

"C'mon, I've got a first aid kit in the bathroom," Oliver sighed. He carefully wiped away one of her tears with his thumb.

"It'll be fine, I promise," Oliver said. He led her down the hallway, his hands resting on her hips. He sat her down on the bathtub edge. He gave her hand a squeeze before getting the first aid box. He knelt down in front of her and began searching for items in the box, stopping to look at the wound every once in a while.

"Well, I think I'll just use some of this," Oliver said, showing her a bottle, "It stings a little but it'll clean it," Oliver said. Lilly looked at him worriedly.

"Only a little?" she asked.

"I promise, you can hold my hand," he said. She nodded as he dipped a Q-tip in peroxide.

"Okay, annnnnd…" Oliver said. He gently pressed the cotton onto her head.

"Ouch!" Lilly winced. She squeezed Oliver's hand.

"It's cleaning it, I have to, I'm sorry," Oliver apologized.

"I know," Lilly said. He finished cleaning it and patted it dry.

"Some ointment… okay, now, it looks like it's been a while since I've needed to use band aids…" Oliver said, looking at the Teenage Mutant Ninja Turtle and Toy Story band aids in front of him.

"Toy Story, with Buzz on it," Lilly said. Oliver smiled and pulled out a Buzz Lightyear band aid. He peeled the wax paper off the sides and gently stuck it to her head.

"There we go," he said, patting it gently. Lilly jumped up to look at herself in the mirror.

"Oooh, sexy," she laughed. Oliver laughed with her and cleaned up. She walked into the sitting room. Oliver walked in after cleaning up to find her lying on the couch.

"I'm tired," she complained.

"Well, I'm just glad you're okay," Oliver said. She smiled and closed her eyes. Oliver walked over to the window and shut the blinds, stopping the sun from shining directly in her eyes.

"Thanks," she muttered.

"Any time," Oliver said. He looked at her and smiled to himself.

"Cold?" Oliver asked, looking at her arms wrapped around her body.

"Yeah," Lilly said sleepily. Oliver grabbed the blanket off the armchair and tucked her in.

"Silly Ollie," Lilly laughed, her eyes still shut. Oliver said nothing and kissed her forehead.

"Sleep tight," he whispered.

"Oliver, I need to come over," Lilly said over the phone.

"Sure. Why?" Oliver asked.

"Cuz my dad… work… phone… be there in a sec," Lilly panted, and then the line went dead. Oliver looked at his phone worriedly. It was now early November, several weeks after the previous incident with Lilly's father, and Oliver hadn't heard that the situation was any better. Lilly often came to Oliver's house for refuge; when he father got drunk, she could stay at Oliver's and not worry about anything. Oliver's mom was often away one two to three day business trips, and she was fine with Lilly staying over. Oliver's thoughts ran amok as he looked outside at the dark storm.

A figure arrived at the glass door in the kitchen and Oliver gasped. He jumped up and opened the door.

"Lilly!" he said. She fell into his arms, sobbing.

"Oliver… he… and I… it's all my fault," Lilly sobbed. Oliver pulled her inside, out of the rain.

"Lilly, it's never your fault," Oliver managed to squeak out. He tried to take in everything; her face was covered in blood, as were her arms. Her shirt was ripped and she was soaking wet.

"You ran all the way here like this?" Oliver asked.

"Yeah," Lilly said, trying to calm herself down. Oliver just led her to the couch and sat down next to her, hugging her shoulders carefully and trying to calm her down.

"Shhh, it's going to be okay," Oliver soothed.

"He…" Lilly said. Her voice shook. She took a deep breath and swallowed.

"H-he came home late… an-and angry…" Lilly said, her voice shaky. "And, and my skateboard was in the way… and he was drunk, really drunk…" Lilly said. She shut her eyes at just the idea.

"Shhhhh, it's okay, I'm here for you," Oliver said. She leaned her head on his shoulders.

"And he said th-that I… I was, was… was a mistake," she said, her sobbing getting louder.

"Lilly, Lilly," Oliver said. He tilted her chin up so she was looking at him. "If you're a mistake, then you're the best mistake that's ever happened to me. Nothing can change that. You mean the world to me. Now let's get you dry," he said. She nodded. He knelt down and began untying her shoes and peeling them off.

"You really did get wet, didn't you?" he asked.

"Well, after he…" Lilly said. "You know… I just got the hell out of there… I pretty much jumped out the window," she said. Oliver got her other shoe off and she peeled her socks off.

"C'mon, lift your arms up, let me get this wet jacket off you," Oliver said. She did as she was told and he slid the baggy garment off her arms. She was wearing just a thin t-shirt underneath.

"Okay, follow me," Oliver said. He took her hand and led her through the house, first to the laundry room to put her jacket in the wash, and then to the bathroom.

"We have to clean everything," Oliver sighed. Lilly winced as she saw the bottle of peroxide in Oliver's hand.

"So… where to first?" Oliver asked. Lilly lifted up her shirt to show a deep blue bruise forming on her stomach.

"Is that a cut or is it just really painful?" she said. Oliver shook his head.

"It's just a bruise. How about we start on your face?" Oliver asked. Lilly nodded and he carefully began cleaning out the gashes on her face.

"Arms," he said. She held out her arms, and they were covered in scratches.

"You didn't do this on purpose, did you?" Oliver asked in horror.

"No, I didn't. He slammed the door and a pane of glass broke, and then I fell on it," Lilly explained.

"Because that makes it so much better," Oliver muttered.

"Yeah, not much of an excuse," Lilly said. They finished dressing her cuts and bruises.

"You hungry?" Oliver asked.

"Yeah, actually," Lilly said. He led her out to the sitting room, where she sat on the couch.

"Hello, couch, you're my friend," she said, flopping down onto it. Oliver laughed and grabbed a can of soup from the cupboard.

"Chicken noodle?" he asked.

"As always," Lilly said. Oliver finished cooking it, the two ate it, cleaned up and then sat in the sitting room.

"We should go to sleep," Oliver said. "You can sleep in my bed," he offered.

"Oh, no, I can't-," Lilly said.

"As much as you appear to LOVE this couch… I'm betting the bed's more comfortable…" Oliver said. Lilly looked at him.

"Fine," she gave in, "I'm too tired to fight with you. Sleepy time," she said. Oliver laughed as they made their way to his room. She got into the bed and Oliver tucked her in. They sat in silence for a while.

"I must have done something really wrong," Lilly said.

"What do you mean?" Oliver asked.

"Well, why else would he do this to me?" Lilly said, getting choked up.

"Lilly, no, it's not your fault, he has a problem," Oliver said.

"Problem my ass, I'M his problem," Lilly said, silent tears falling down her face.

"Do not go there, Lilly, you are not to blame!" Oliver said, his own voice cracking.

"Then why would he do this? Huh? WHY? I must have-," Lilly began. She was cut off by Oliver's lips pressing against hers. They broke apart and Oliver looked deep into her eyes.

"It's not your fault, Lilly. I don't know why anyone would want to hurt you," he said. Lilly looked at him, still rather confused.

"I… need to sleep," she said. Oliver nodded, his hopes crashing.

"But… thank you. For everything," Lilly said, hoping he knew she was mention just seconds ago.

"Yeah, no problem," he said.

"Goodnight Oliver," Lilly said, smiling. Oliver stood in the doorway.

"Goodnight, Lilly," Oliver said. He turned off the light and shut the door so the hallway light wouldn't shine in. He slid down the wall until he was sitting. He heard soft sobbing from the room behind him. He peeked in to see Lilly thrashing about in his bed.

"It's all my fault, it's all mine…" Lilly said in her sleep. Oliver rushed to the bed and sat down. He grabbed her hand and gently lifted her head so it rested on his lap. Her nightmare instantly ceased and she smiled slightly in her sleep. Oliver squeezed her hand.

"We'll make it through this, I promise," Oliver said. He pushed a lock of hair from her face. He looked down at her, still confused as to how he could love someone who was so broken.

"I love you, Lilly," he said.