AN: Okay, so I just got Emily Osment's new CD, and the song 'I Hate The Homecoming Queen' just sort of jumped out at me as a Gwen hates Heather thing, and I couldn't NOT write a fanfic about the two. This is in Gwen's POV, showing her thoughts of Heather. It dosn't follow the whole song, but it is based off it.

By the way, the change of POV's at the end, is supposed to happen. I'm actually not to fond of this chapter. Honestly, I think it's just a bunch of babble and repeated stuff, but yeah, tell me what you think, and tell me honestly.

So yeah, with that, I leave you. Enjoy! :)

Disclaimer: I don't own the TD series, that belongs to Teletoon and/or Cartoon Network. I also don't own Emily Osment's song 'I Hate The Homecoming Queen'

"And than, he made me walk up my driveway. In my heels!" I heard the school's queen bee, Heather, exclaim to her followers, Lindsay and Beth, as if it was the hardest thing she'd ever done. Heck, it probably was the hardest thing she'd ever do. She had the biggest attitude in the school, as well as the smallest clothes. She also had the power to make or break anyone around her. Everyone loved her. It didn't make sense though. She was the meanest girl at school, and everyone knew she was going out with both Justin and, much to one of my friends dismay, Duncan. But no one cared. They still loved her. They wanted to be her. And she could care less.

I used to be best friends with her, back in kindergarden. But than Heather had backstabbed her, the same way she had backstabbed Courtney, LeShawna and Izzy, my three best friends. It was just a matter of time before she betrayed Lindsay and Beth. Now though? Well, to quote the Plain White T's, hate is a strong word, but I really really really don't like her.

She walked down the hallway, with Lindsay and Beth following behind her. I watched as everyone moved out of their way, and watched all the guys fall over her. It was stupid.

"Uggh. She is SO full of herself." I heard a voice come from behind me.

"I know right?" I answered Court's question. She looked happier than she had in a while. I was about to ask her what was up, but I saw Duncan walking up to Heather, than past her, than towars us. He smiled at Court, kissed her lightly, than looked at me and nodded.

"Hey."

I smiled at him. "Hey." Just than Izzy and LeShawna walked up, Izzy dragging Noah, LeShawna being followed by Harold. We all just stared as Heather soaked up all the attention. Sometimes I wondered if she'd die without it.

She walked as if she was a model, and in this school, she might as well be. She made sure she set all trends, and as soon as the wannabes caught on, she'd change it. As she walked up to Justin, the school news editer came by with a camera to take a picture of the picture perfect couple. Heather flipped her hair back, and hugged Justin, the fakest smile on her face. I had a flashback to when we were little.

*Flashback*

"You know, I want to be popular when I'm older." A six year old Heather told her six year old best friend Gwen. "I want to be the one that every girl looks up to. I want to be loved by everyone, dating the hottest guy in school and I want to be the one everyone wanted to be."

"Why would you want that?" Gwen asked, her nose crunched up.

"Cause. It would be fun, and I have the money and looks for it too." She flipped her hair back, and the conversation ended. It was the last conversation they had as friends.

*Flashback ended*

Well, she got exactly what she wanted. She was popular, she was dating one of the hottest guys in school, almost everyone loved her. She'd ditched her old life completley, she'd left her old friends behind. She'd given up everything, but she'd gotten what she'd always wanted. I wondered if it was worth it. I looked at her, and, not for the first, I actually wished I was Heather. I started to wonder why I never went for it. I could if I wanted to.

Just than, I felt a pair of arms wrap around my waist, and it all came back. I didn't try to be Heather, cause I wasn't Heather. I was happy where I was. I was lucky. I looked at Heather as she glared at me, looked at her friends, said something, than laughed. As she passed by us, I heard her whisper. "Witch," while her followers laughed. Instead of glaring at the girl that I, without a doubt, hated, I just looked at her and calmly said.

"At least I, have friends." I than turned around and kissed Trent straight on the lips. I took his hand and we walked off, followed by Izzy and Noah, Courtney and Duncan and LeShawna and Harold. I knew than, that I didn't want to be friends with Heather, and I didn't want to be popular. I hated Heather, and I knew she couldn't stand me. I honestly couldn't help but feel sorry for her though, even if she had everything she wanted, she always wanted more. She'd never be happy with what she had.

And Gwen was right. Under all of Heather's popularity, she had lost her friends, her family, and, most importantly, herself. She watched as Gwen and them walked away. And all she could think of, was 'I wish I had never been popular.' Sure. She didn't like Gwen, but only cause Gwen had everything. The camera came towards her and Justin again, and I posed with him again. This is what I wanted. And, it's what I got. So, I'd go another day pretending. Another day faking a smile. Another day insulting everyone and leading Justin on. Another day using Lindsay and Beth. Another day envying her former friends, LeShawna, Izzy, Gwen and Courtney.

So as she'd said, it was true. She couldn't stand Gwen. But on the plus side, as Gwen had said, she didn't care, seeing as she hated Heather. But as the girls stared at each other once more, both of them wished, even for just that one moment, they were living the other ones life.

The. End.