Summery: Lizzie is tired of being second best to her older sister and before she tries out for Hockey she has a talk with someone who makes her see she's not ALWAYS second best.

Time line: Season 2 right before "He shoots She scores"

Pairing: Dizzie friendship hints of Dizzie romance

Warnings: mild swearing

I DO NOT OWN DEREK OR LIZZIE OR THE SHOW LIFE WITH DEREK

XXX

It was midnight on a cold Canadian night and Lizzie McDonald was once again sitting outside her house with her knees to her chest as she does each other night. She barley notices the salty tears streaming down her face; she's gotten so used to them over the past years that they no longer faze her.

She doesn't tell anyone about her nightly rituals because they'd want her to tell them why she's sitting outside alone, in the middle of the night crying her eyes out and she wouldn't have a straight answer for them. None of them could understand why anyway, not even Edwin.

It was times like these where she wishes she could hate her older sister. Casey McDonald was the definition of the perfect daughter, perfect student, perfect girl, perfect dancer, perfect girlfriend, hell perfect in itself. Casey had no idea what it feels like to be in the shadow of someone so perfect. Casey always got the cute boys to fawn over her, she got the nice cloths, the brains and the wit anyone could want, she even has Derek to help her out with anything; although he wouldn't admit to that. But no matter how much she resented her older sister she couldn't hate her, she still loved her more than any little sister could.

Lizzie looks up at the bright stars and wishes she wasn't second best to her family. Sure she had Edwin and she was one of the best friends she could ask for but Edwin's first priority would always be making sure he was just as good as Derek and she knew he was. Edwin is just as good of a person as Derek; just in different ways. Edwin loves to make people laugh and do good things even if he looks like a dork doing them. Derek loves the limelight and doing as little as possible and getting the most credit for it; but he's a master at sports and loves the attention and rush it brings.

She shakes her head; no one will ever say that about her. Casey might not be a sport fanatic but she knows how to play sports, she just chooses not to and that's why her mom doesn't make a huge deal about her doing sports because she knew if Casey liked them she'd be doing the same things as her, and doing them ten times better.

She sniffled. "Why do I keep doing this to myself?!" She says to the stars

"If you're asking why you're basically giving yourself a cold I was just thinking the same thing." Lizzie whipped her head to see Derek leaning on the back door looking at her casually. How long has he been there?

She wiped her eyes discreetly trying to look normal. If Derek told anyone about this she'd be dead.

"What are you doing here?" She asked him hoping her voice wasn't cracking like she thinks it is.

Derek stepped away from the door and sat next to her. He didn't want to tell her he knew she comes down here every night and he always sees her crying for hours and he didn't want to tell her he's wanted to talk to her about it for months. He had a reputation to maintain after all.

"Went to get some air and saw you out here. What are you doing out here?" He asks softly hoping she would talk to him. Him and Liz never really talked before but he always had a soft spot for the girl. She was different than everyone else in her perfect McDonald family; and that was a good thing in his opinion.

"Nothing just a bad day." She muttered. Out of all the people in her new found family she knew it would be most difficult to talk to Derek. If she was his sister it would be an even bigger struggle for her. Casey was perfect, but Derek was God-like…not that she would ever tell him that.

Derek knew that was a bunch of crap.

"Lizzie, this doesn't look like just a 'bad day' you're out in the freezing cold crying, talk to me." He said softly for the first time in his life he cared about something other than sports, chicks, and his little sister Smarti. It didn't surprise him that he cared about Lizzie but it surprised him that he's trying to show her that he cares. "Screw reputation." He thinks to himself

She finally looks at him with her tear stained eyes. Maybe she should tell him; maybe then it will finally be off her chest and she could finally stop coming here, maybe she could just talk to him.

"Oh who was she kidding, Derek wouldn't care about her stupid problems. Oh well screw it, what do I have to lose?" She thinks to herself sadly, but some part of her thinks she should still try.

"I'm sick of being second best. I know you have no idea what it's like to not be number one to anyone but you don't realize how hard it is to not be good enough. Not your family, not your school, not even in sports; always being in the shadow of someone better than you. Not being enough to out-shine the perfect Casey; not being enough to stand out of the shadows and into the sun. I come out here every night because I feel like I belong here." She said this so softly Derek had to listen really close to hear what she was saying.

What she was saying did really make sense though. It must be hard to be in the shadow of Casey. She did amazingly in almost everything she did but there's just one thing that Lizzie out shines her older sister. Lizzie doesn't see that she has more heart than Casey. Casey has natural talent for school and dancing but Lizzie has the heart, the passion in everything; Casey has to force the passion but once she stops, she loses interest and moves on to something else that looks right at the time. She has to think about things so hard just to see if they're really right or wrong; Lizzie just knows. Lizzie cares for people without even realizing it; she doesn't judge the ones that aren't perfect like Casey does Lizzie loves things unconditionally even the ugly disgusting things that probably don't deserve it; and he's not just talking about the animals.

"I get where you're coming from; it must be a pain in the ass to have to deal with Casey in a way no one else could understand." He said and Lizzie looked at him and half smiled. No one else would openly admit Casey was a pain in the ass; it was refreshing.

Derek smiled back at her and turned her face so their eyes were locked.

"You're not second best to Casey in my mind. You have so much more heart than her Lizzie; Casey judges me by ever little thing I do and you don't. True we don't talk a lot but you still never once judged me. When I get in trouble for doing something stupid and when everyone's yelling at me you remember what you say?" He asked her and she smiled.

"Do you have any regrets?" She doesn't know what possesses her to say it but in her head if you do something stupid but don't regret it, only learn from it then it's not so bad.

"And when I say no and everyone yells at me more you smile and nod at me because you and I both know it's better to do stupid shit and learn from it than to do nothing and know nothing. You and me Liz; we get each other." He smiles when he sees Lizzie thinking about what he's saying.

This whole situation is not something people expect from him; hell he's never done anything like this but he knew it had to be done and Nora and Casey sure as hell never noticed Lizzie's silent pleas for help.

Lizzie really listened to what Derek said. He was right of course; they did get each other, but did she really have more heart than Casey?! She wasn't too sure about that.

"We do get each other don't we?" She smiled and he smirked back at her.

"Yeah we do; and you might not believe it but Casey doesn't have shit over you. You only are second best if you allow yourself to be second best, think about it." He got up from his spot next to her and was about to walk away when…

"But I'm not as pretty as her." She couldn't help but say. Derek turned to her once again.

"No you're not." He said and Lizzie's face fell.

"You're better, you're beautiful." He said softly and Lizzie looked up at him and ran into his arms holding onto him tightly.

"Thank you." She muttered into his shirt. No one has ever called her beautiful before and she's glad that it was Derek to be the first to say it to her.

Derek smiled and hugged Lizzie back just as tight. He wasn't lying when he said she was beautiful; she was and she'll be even more gorgeous when she gets older.

"No problem; us black sheep gotta stick together." He whispered and kissed the top of her head; he didn't know why but it just felt right.

When she let him go she smiled at him again as they walked inside together.

XXX

After the hockey thing and Derek finally got in trouble again; the family was once again yelling at him.

"Derek I can't believe you!" Nora shook her head in disappointment.

"You can't believe it!? Mom this is a typical Derek thing to do!" Casey rolled her eyes at him.

"Jeez Der I didn't know you could get in trouble this soon after doing something nice." Edwin said.

"Bad Smerek!" Marti shouted holding onto her teddy bear for her dear life.

"Derek you're grounded for a week and you have to baby sit Lizzie and Marti without pay on Tuesday." George said

Derek rolled his eyes; Lizzie didn't even need a babysitter so he was basically just getting stuck to baby sit Marti who will drive him insane with her hyper-ness. His eyes locked with Lizzie's, who hasn't said anything since the whole argument began.

"Do you regret it Derek?" She finally asked her eyes gleaming.

He smiled at her.

"Nope." He said and he didn't even notice that everyone's voices got even louder, all he noticed was Liz winking at him and smiled as she shook her head, just like she always does.

They never did tell anyone about the talk they had, and they knew they probably never would. It was something that was theirs and they didn't have to share it with the rest of their dysfunctional family. As long as they understood each other that's all that matters.

THE END!