AN: Yo, there! So here's my first story and I just want to say that this IS a Warren/Layla fic, but it may not seem like it at first. Just keep reading, everything will work itself out :) This is the first chapter of (hopefully) many more to come and I'd appreciate some feedback on it! So please read and review! Thanks muchly. I don't mind constructive criticism, it helps me grow as a writer.

Warnings: Though it may not seem like it at first, this story will contain somewhat darker images and themes. It is classified as horror for a reason. It is classified as rated M for a reason. If you are too young or squeamish about sexual situations or dark themes you really shouldn't have clicked on the link in the first place and should click the BACK button on your browser. I don't want to get reported or anything because your virgin eyes got ruined, I've given fair warning. I'm not saying that every chapter is going to hold something sexual, they will be interspersed throughout the story, but they will be there and some of them will be fairly intense.

This is an alternate storyline, the main characters are in their late teens - 18/19 - and out of high school. This doesn't necessarily follow the plot/storyline of the movie, I've pretty much created my own to suit my own purposes, but they do still have their powers. They're just not the same without them, lol. It will all be explained as the story goes on.

Disclaimer: I do not own Sky High or the characters found within; Disney does, lucky devils. I just own this story and anything else you don't recognize.


Shiver

Chapter One

Not As it Seems

"Scream for me, little girl. I want you to scream," he said as he walked slowly towards her.

She was scared—no. Scared was not the right word. She was terrified. She was frightened of this man, this situation, everything. She didn't even know him or what was going on or why she was there! It just had to be a mistake, but she couldn't work up the willpower to say anything.

She couldn't even use her powers because of whatever was in that shot he had given her earlier. She was completely helpless, and it terrified her.

Realizing this, she couldn't help herself; tears welled in her eyes and she trembled as he slowly approached her bound form and she struggled anew against her restraints. She might cry, but she wouldn't give him the satisfaction of hearing her scream like he so desperately wanted. No matter what he did to her.

At the sick gleam in his eyes, she sobbed, tears cascading down her face, and sent out a silent prayer to whoever might be listening.

Oh god, he's going to kill me… Please, help me!

Warren!

With a gasp Layla shot up in bed, her chest heaving rapidly with strangled breaths, her heart racing out of control. She wrenched her arms haphazardly out of the blankets and was relieved to find that they weren't bound and immobile.

She nearly cried when she realized that she could move her entire body.

It was just a dream, just a dream, just a dream, she chanted to herself as she got her breathing under control. Suddenly she froze before frantically stumbling out of bed towards the window, kicking herself free of the covers and abandoning any attempts to straighten out her pajamas, though they threatened to trip her.

Crossing the room in mere seconds, she thrust out a hand and slumped onto the seat under the window as the tree outside of her house sprouted apples out of season.

With her forehead resting against the glass she laughed dryly as a thought crossed her mind.

Jeez. Even after a nightmare when my powers are out of control and full of desperation I still can't make lemons.

She absentmindedly gave herself a reminder to take care of the apples later as she sat there on the window seat, calming herself down.

Breathing easier, heartrate slowing back to normal, and exhaustion seeping back into her bones, Layla picked herself up and made her way to her nightstand where she turned on the lamp. For the first time since jolting awake, she looked at the digital clock and sighed.

Bright, glowing green numbers told her it was 4:42 in the morning, causing her to groan in exasperation and fall back onto her bed. She was exhausted, but she was still slightly afraid. She wanted to go back to sleep for the few more hours she would be allowed, but she was scared of another nightmare ruining those same few hours.

She pressed the heels of her palms into her eyes and expelled the breath she had not been aware she had been holding. She was tired, she needed to be up in a few hours, and, she decided, she was going back to sleep.

It was just a dream, it wasn't real, she told herself as she tried to fix her blankets and ease her body under them while simultaneously switching off her bedside lamp. Before she drifted off to sleep again she drowsily wondered why in her dream she'd called out for her friend instead of her boyfriend.


The next morning came unexpectedly fast for the redhead snoozing in her bed. She was quite comfortable and warm until a loud blaring from her alarm clock shattered the tranquility and snapped her into consciousness at eight.

Her eyes cracked open enough to show her brown irises and glared at the offending object creating the noise, one slender arm creeping out from under the warmth of her covers to slam her hand down on the clock, effectively shutting off the alarm.

She grumbled and burrowed back down, resting her head just under her pillow with her body curled and wrapped around itself. She sighed in contentment as she felt her mind begin to cloud over again with sleep and was just about to fall over the edge between wakefulness and slumber when she was once again rudely awoken.

Layla shrieked in surprise when her blankets were ripped away from her body, causing her to stupidly lunge for them and subsequently fall off her bed due to the fact that her legs were not in the proper position to be lunging for anything.

Hearing laughter, Layla picked her head up off the ground and spat hair out of her mouth to see who was torturing her so much so early in the morning.

Upon finding the culprit she groaned in frustration.

"Mom," she groaned, "what was that for? I was getting up."

Still laughing, Donna Williams shook her head. "No, honey, you were falling back to sleep. I decided to come find you since you hadn't come down for breakfast yet."

A huge yawn cut off any argument Layla was prepared to make in her defense so she grumbled and settled for propping herself up enough to disentangle her legs from each other and fix the pants she was wearing.

Finally righting herself she sat up and stretched her arms over her head. Leaning back slightly, she popped her back and closed her eyes in the process.

"Mmm," she moaned blissfully, "that's it."

Opening her eyes, she propped a hand on her bed and hopped to her feet, now fully awake, so that she could grab her blankets away from her still chuckling mother. "Okay, Mom, I'm awake, I'm up, and I'm going down to breakfast. Be down in a minute." Ushering Donna out of the room, Layla put her hands to her face and yawned again.

"I so do not want to be up right now." Stealing a passing glance at the clock on her nightstand, she did a double-take. And then she screamed.

"Oh my goodness, I'm going to be late! Crap, why didn't my alarm wake me up?" she yelled in a panic, conveniently forgetting that it had woken her up and she ignored it, as she tore through her room trying to get ready at record speed.

Hopping out the door while pulling a sandal on her foot and a brush through her hair nearly caused her to collide with her father on his way to the upstairs bathroom, which she veered into yelling out a "Sorry, Daddy!" while he tried to get his bearings and not fall flat on his face with the force of their near-collision.

Mark Williams just shook his head and headed back downstairs to use his own bathroom. Why he hadn't just done that in the first place, he didn't rightly know.

As Layla slammed the bathroom door shut she immediately pulled her hair into a messy ponytail and splashed water on her face to get rid of the residual sleepiness before drying off and brushing her teeth, quickly. After making sure she was minty fresh, she put on some eyeliner to make her face look less like a blank mask and added a dab of gloss to her lips. She never really used much make-up, preferring instead just a bit of eyeliner on her eyes and a dab of lip-gloss to make her mouth sparkle and shine and she was good to go. Her cheeks were naturally rosy, much to the jealousy of other girls her age.

Finished, she took her hair down and shook it out, running her hands through it to fluff it up, before throwing open the bathroom door and running down the stairs into the kitchen long enough to grab an apple –right, gotta fix that– and call out an excuse to her parents.

"Oh, he's going to be mad. Please don't be late, please don't be late, please don't be late," she chanted as she ran to her car.

Twenty minutes later Layla was cringing as she parked her car and hustled herself quickly into the apartment complex where she was supposed to be meeting her boyfriend -thirty minutes ago.

Arriving at his door, she pulled out her key and let herself in, calling out his name as she made her way through the apartment and setting her purse down as she passed the ledge near the door.

"Will? Baby, you here?" she questioned loudly, trying to suss out where her surprisingly silent boyfriend was hiding. She didn't worry about waking his roommate, knowing that he was gone on a mission, so she felt comfortable being somewhat loud that early in the morning without fear of fire being hurled at her head for waking him up.

Seeing the bedroom door closed made the redhead groan. "Oh, don't tell me," she griped as she marched over to the door and yanked it open.

Her stance in the doorway gave Layla the perfect position to see her boyfriend, still sleeping, lying on the bed, one leg thrown over the edge, and drool leaking from his partially-opened mouth.

She rolled her eyes and adjusted her shoulders, easing out the tension built up from rushing around all morning.

She couldn't believe what she was seeing. She rushed and sped her way over to his apartment because she was afraid of being late to whatever it was that he wanted her specifically there for, and he was asleep! Snoring and drooling in his cute little way, but sleeping nonetheless.

To say she was upset was an understatement.

Striding forward purposefully, she decided to wake him up in the same loving way she was. She grabbed the corner of his sheet that was closest to her and yanked hard.

Will snorted and rolled onto his back, one arm extended over a bare, lean chest, his face the picture of deep slumber. His pajama-covered legs were splayed across the bed, uncaring of the newfound coldness overcoming him.

It seemed boys were less affected by the cold than Layla was.

Smiling mischievously, she decided to wake him up in a more…special way. She walked closer to the bed and slid out of her sandals before carefully lowering herself on top of her sleeping boyfriend. Her tight-fitting jeans and low-cut shirt were quite comfortable—another reason she put them on other than them making her look sexy and showing off her slim figure—and didn't get in her way as she maneuvered her body between his legs, arms supporting her near his head.

Lowering herself inch by inch until she was hovering with her mouth just above his ear, she blew gently, not quitting her wicked smile. "Will," she whispered with a sing-song quality, "wake up, sleepyhead…" she lightly kissed the shell of his ear, hoping he'd wake up.

"Will—ah!" she shrieked as she was suddenly grabbed and spun so that their positions were reversed, her lithe, soft body underneath his hard one. She looked up into the smirking face of her boyfriend with surprise and enjoyment as he bent down to kiss her.

"Good morning, beautiful. Glad you could make it," he grinned when they parted from their kiss leaving a flushed Layla looking up at him through hazy brown eyes.

"Will!" Layla exclaimed as soon as she got her breath back, "You were awake? I thought you were passed out."

"You kidding?" he snorted. "I've been awake since a bit before you yanked my blankets away. You think I'd really not notice that? It's freaking cold in here! I'm not Warren, the Human Furnace, you know!" Will joked.

Layla paused when Will mentioned Warren, a niggling thought caught in the back of her mind, but soon forgot it and giggled as she interlocked her fingers behind her boyfriend's neck and pulled him down for another kiss.

Breaking free after several moments, she looked at him lovingly as he rested his forehead against hers, eyes closed, breath hot against her face.

"So, Will," she gasped, trying to regain the breath his kiss had stolen, "why exactly did you want me to be here at precisely ten o'clock in the morning?" Recalling the circumstances that brought her running like a lunatic to his apartment, she stopped and put a hand against his chest, shoving him away from her and sitting up against the headboard.

"And why were you still sleeping when I got here?" she questioned, eyes narrowing as she remembered her upset.

"You were late." He replied, trying to pull her back to him, unwilling to separate from her just yet.

She resisted and pushed more against his chest. "How would you know that? You were sleeping!" she grabbed a pillow and smacked him across the head with it.

"Ow! Jeez, woman, calm down!" he laughed, throwing his arms over his head to protect it from further flying pillow attacks and sitting up on his knees to further escape her range.

"Do you know what I went through this morning trying to get here without being late? All because you said it was important that I be here precisely at ten o'clock!" she huffed indignantly.

"Babe, calm down. It was important—it is important that you're here right now, at," he looked at his clock, "ten forty-two in the morning." At her withering look, he hastily went on.

"Do you know what today is?"

Layla blinked and wet her lips. "Besides Thursday?"

He smiled wanly. "Yes, besides Thursday."

She slowly shook her head, a twinkle in her eyes. "No, Will Stronghold, why don't you remind me what today is?"

Grinning roguishly, he grabbed her arms and pulled her bodily away from the headboard as he gently lowered them both back to the bed. "Well, Layla Williams, today," he kissed her cheek, "happens to be," her other cheek, "our," her forehead, "two year," her nose, "anniversary." He ended his statement with a gentle kiss to her soft, shiny lips that quickly turned heated and more passionate with every passing second.

Layla groaned as Will's lips moved enticingly over hers, his hot, sensual tongue parting her lips roughly to enter them both into a game of dominance she was unwilling to yield to.

She felt the last dregs of her annoyance with him vanish completely as he glided his hands slowly down her sides and under her shirt, teasingly tracing patterns against the smooth skin of her stomach.

Layla took the opportunity to explore the muscled planes of his uncovered back, reveling as he shuddered and moved over her, the proof of his growing arousal pressing against her thigh. She moaned happily when he took hold of her breast underneath her shirt with one hand and kneaded it expertly.

"Oh," she breathed softly, "Will…"

She cried out abruptly, throwing her head back and arching her back as he grasped her already erect nipple through the soft cotton of her bra and rolled it between his thumb and forefinger harshly, lightning racing down her body to her pulsating core.

Latching onto the column of Layla's exposed, creamy neck, he suckled and nibbled at the pulse point throbbing erratically under her skin before making his way to her collar bone, making her tilt her head to give him easier access, subconsciously making little mewling noises and begging him to suck harder, to increase the feelings welling up inside of her.

Layla could barely stand it. Her body was deliciously on fire, so much more so than it ever had been, especially at the beginning. She wasn't a virgin anymore—they had taken care of that detail on their one year anniversary, but even then it hadn't been like this. Anniversaries are special, she reflected, reaching up and flipping them over so she was straddling his hips, her hands in his hair, his hands on her hips, grinding her down directly onto the pulsing bulge contained in his very thin pants. He's never been this aggressive and forward… though I can't say that I mind!

She shuddered and allowed him to take control of her hips, just giving the barest rolls and circling grinds of her own as she guided his lips and mouth back into heated combat with her own, determined to get as much out of this as she could before she plummeted over the edge—and she was still fully clothed!

Running her hands through his hair, nails scraping against his scalp had him hissing in excitement as his moans became louder and his grip on her hips intensified.

It took a few seconds of her pulling on his hair, much to his enthusiasm if his outbursts of almost pained exclamations of "Ohhh, damn, Layla," were anything to go by, for her to absentmindedly notice that his hair was getting longer; he would be crying for a cut soon—he hated when his hair got too long. He thought it made him lose his boyish charm.

As their kiss got more and more frantic, Will rolled them both over again and all but ripped the shirt from her body, breaking the kiss to shove her bra beneath her breasts and glue his mouth to one dusky pink, swollen nipple and suck. His other hand became instantly attached to her other breast and kneaded it, rolling her nipple between his fingers, before switching to give the other breast his attention, all the while unrelentingly grinding his hips against her own. Though those parts of their bodies were still clothed, it didn't dull the euphoria it stirred up within them.

This position gave him more room to maneuver his body against hers in the most delicious way conceivable, ripping more sighs and moans from her throat than she knew was possible as she writhed beneath him, pressed between the soft comfort of his mattress and the hardness of his body.

She reached behind her and grabbed hold of the oak headboard with both hands as she grit her teeth against the intense pleasure radiating through her body from the touches and kisses he was bestowing. She could feel the dead wood respond to her flaring powers and begin to sprout wooden leaves and small branches but she didn't care. She'd fix it later; she was a bit preoccupied at the moment. A blissful gasp tore through her lips as a deep, satisfied groan resounded above her. She was in electrifying agony and it was heaven.

Anniversaries really are special, she mentally repeated again as she rolled her head back and arched her spine. She trembled as her orgasm cleaved through her body as hot as lightning, a gasp of pure rapture escaping her mouth as she tossed back her head and moaned loudly. Her white hands were holding onto the headboard so tightly she was half-afraid that she wouldn't be able to remove them later, as her body seized up and she waited for it to pass. Firmly unwrapping her hands from behind her head, her fingers tangled in her lover's hair and pressed his head against her breasts tightly, groaning more as his teeth scraped over her painfully distended nipple. "Ohhh…"

He, however, had no intentions of letting her wait for it to pass. He kept going, never stopping his attentions on her breasts, one hand reaching down to her jeans zipper to—finally, finally —unzip them enough to reach inside and stroke her through the soaked cotton of her underwear.

Layla felt him smirk and chuckle appreciatively against her chest as he felt just how wet her panties were and her reaction to his simple stroke while she was still coming down from her high. Removing his mouth from her nipple with a slick pop! he sat up to completely remove her jeans from her person slowly, kissing every inch of skin that came into his view as the tight jeans slowly glided down her mile-long legs.

When the material was finally removed, Layla closed her eyes, not being able to see straight anymore anyways, and hummed in pleasure when she felt his fingers slide under the elastic of her panties and rub against the bundle of nerves right at her core.

She was gone once again. Sighing in elation, she ran her nails down his muscled back and clutched onto him for dear life. She sobbed when he didn't let up, when he kept rubbing her clitoris and stroking her up and down her slit, sliding easily due to all the juices she was expelling.

Surely she would go insane if he didn't stop teasing her soon!

She nearly died when he plunged a finger into her depths after literally tearing the panties from her body, and tears actually came to her eyes when he rubbed her inner, velvety walls. His thumb rubbed circles against her clit rapidly in unison with his thrusts, giving her stroke after stroke of intense heat through her very soul that she felt from the hair on her head to the tips of her curling toes.

His mouth caught hers once again and swallowed her loud yells of bliss, his hot tongue mimicking what his finger was doing to her slick nether regions.

Adding a second finger and then a third easily due to her slickness made her tight passage clench even more around him, her feet wrapping firmly around his toned calves. Her thighs squeezed him harder and she cried out when he curled his fingers inside her, when he spread his fingers and rubbed, when he used his nails to gently scrape against her.

She sighed as her eyes rolled back into her head; this man's fingers were magical. And they were all hers.

Thinking on how his body was hers to manipulate and steal whenever she wanted made her moan and hiss louder as their kiss grew more and more passionate, tongue battling tongue, teeth clashing against each other, lips swelling and bruising from the onslaught of abuse they were meting out.

Hands… hands were everywhere. The hand that wasn't occupied with fingering the wantonly moaning young woman before him was rolling and kneading her perfect breast. Her hands were tangled in his long hair, over his back, against his defined chest. She tweaked and twisted his distended nipples as a return favor for his attentions, making him hiss and arch into her touch.

Her hands traveled down his back to unabashedly grope his ass and she was annoyed to find that he still wore his sleeping pants. She was fully naked and he still wore clothing? Oh no, she growled, unaware of what the sound was doing to her partner, this won't do.

Grabbing hold of the material, she yanked them down as best she could, determined to get him as naked as she was. He chuckled, a low, deep sound that she couldn't at the moment remember him ever having, but then again, they'd never acted quite like this either, and helped her remove his pants, kicking them off at the end. She was pleased to find that he wasn't wearing underwear and she was able to see exactly what she was doing to him.

"Layla," he growled lowly into her ear, making her shiver in anticipation and need, his words and tone nearly making her come again instantaneously. "You're so impatient," he nipped at her ear and ceased his ministrations inside of her much to her dismay. She was just at the edge of another mind-blowingly amazing orgasm and he couldn't deny her! That would be just too cruel.

She whimpered and tried moving her hips, desperate to ride his hand to get there. She was so close! In her failure, she reached to grab hold of him, determined to bring him under her will, but he stopped her with a strong pressure to her hips and brought her hand back to the bed and over her head, halting her movements. She whimpered again, even louder and more desperate. At any other time she would have been mortified at the noises he was pulling out of her but at that moment in particular she absolutely did not care.

"Move," she cried. "Please! I'm almost there, W—" she was cut off by a loud, exquisitely wanton scream as he acquiesced and plunged his fingers deeply inside her, thumb rubbing madly over her clit and she finally reached that precipice she had been denied the last few minutes. "Ah!"

Stars and fireworks burst behind her suddenly closed eyelids in brilliant colors and explosions that sent her reeling, her mouth dropping open in a silent scream, her back arching exponentially off the bed, to where she was almost sitting up straight. Her body was positively burning in beautiful torture and she loved every second of it.

As she was coming down from her high supremely exhausted, she felt him slowly, sensually, remove his fingers and replaced them with something much larger. Slightly anxious, since they had never gone so long before with just worrying about her needs over his own, she worried she wouldn't be able to hold up any longer without breaking. She looked up at him and saw that he was licking his fingers clean, rekindling her desire to extreme proportions.

Sensing her anxiety, he gave her another earth shattering kiss. "Baby, don't get tired on me now. We're not through yet."

With renewed fervor as she tasted herself on his tongue, she wrapped her lean legs around his waist and waited impatiently, wriggling around as best she could as he held himself right before her, doing nothing but teasing her up and down her seeping entrance.

Grasping his shoulders to the best of her ability with them both glistening and sticky with sweat, her smouldering deep brown eyes snapped open right as he thrust into her fully, his brown, nearly black with lust they were so dark, eyes boring into her own; his shoulder length black hair with the thick red stripes sticking to both their faces, intermingling with her own long red locks that were glued to as much of her body as they could stick to; his strong face upturned as his eyes closed and his mouth dropped open with the heady groan of a man finding ultimate satisfaction as he grunted her name.

She gasped and came again at the sudden intrusion, closed the eyes that were rolling into the back of her head, and whispered, for her voice was tiring from all the use it had been put through within the past several minutes, yet with all the power in the world…

"Warren…"

Mouth opened in a silent scream, the eighteen-year-old's real eyes snapped open and wildly spun about, trying to locate anyone and no one. Her face was flushed, her breathing was ragged, her hair was tangled, her body was still burning with desire…

"A dream? Another godforsaken dream?" she panted, disbelievingly. Both dreams had ended with her calling out Warren's name, though with two completely different connotations. The first dream was a nightmare, the second a forbidden subconscious fantasy.

It had felt so real, though; her body was still feeling aftershocks from her erotic dream—the first one she had ever had that didn't star her boyfriend. The first one that ever held one of her best friends, Warren Peace, who was anything but peaceful in their steamy encounter according to her—very perverted!—unconscious mind.

The first one that was so completely and utterly graphic.

She'd had erotic dreams before, everyone did. It was a natural part of life, especially when one has a significant other. But they had never been so real to the point where she wasn't sure if she was awake or dreaming at the end of it.

The panting young woman was horrified. She was distressed. She was still so incredibly hot, her heart still racing so hard she feared it would burst right out of her chest…

"What…the hell…was that?"

Layla Williams had just had an erotic dream about her boyfriend, Will Stronghold, who inexplicably turned into her best friend, Warren Peace, somewhere in the middle, and she didn't find it strange.

Layla Williams was happily dating, and had been for two years, Warren's best friend.

Layla Williams had this dream on the morning of her two year anniversary with her boyfriend.

Layla Williams… was so screwed.


Her back-up alarm rang three minutes later at eight forty-five, and with it came her mother who had come up to make sure she was getting up. She knew Will had asked Layla to meet him at his apartment at ten for a special date for their anniversary.

"Uh, yeah, Mom, I'm getting up. Thanks," she called through the door as she glanced at her clock and saw that she had plenty of time for a long shower to wash away the sweat from last night and make it to her boyfriend's apartment with time to spare.

Thinking about his apartment made her think about his roommate, the more recent costar of her dream, and she felt such a pang of guilt and trepidation that nearly sent her to her knees. Oh, she hoped to god that little detail her dream revealed of him being away on a mission was true (even though her dream lied to her about who was freaking who). Layla really didn't think she'd be able to act calm and composed if Warren was actually there. She believed she could handle Will, she would just have to reinforce that she loved him unfalteringly and would never stray, especially to their mutual best friend.

She would never reveal to anyone, except perhaps Magenta—she knew the girl would never tell a soul, and she planned on skipping the fact that the dream was about Warren—that she'd dreamt of anyone other than Will in that manner.

Thinking of the fire-user instantly brought to mind images of their sweat-soaked bodies intermingling with each other; of him forcefully sending her over the edge again and again, without giving her any rest; of the look in his eyes and on his face right before she woke up…

She shook her head firmly. No! I can't be thinking of him like this, it's Warren! I should be thinking of Will. Yes, her breathing, which had been climbing rapidly as she thought on her dream, began to steady out again. Will—such a wonderful guy and an amazing boyfriend. I love him so much!

She walked resolutely to the bathroom to take her self-promised long, hot shower.

I love him, he's the love of my life, she repeated, stepping into the shower, sighing as the hot water ran down her body.

But if she truly believed that, then why was she still thinking about how Warren would or could make love to her in real life?


AN: And there it is! Remember to leave a review before you leave and I hope you enjoyed! I'm gonna try and get this story updated regularly, here's hoping RL doesn't get in the way too badly, so be on the look out for a new chapter soon :) My brain needs time to go into dark-mode for the direction I want this story to go, lol.

Once again, if you're uncomfortable with dark themes or sexual situations, you are not obligated read this, just click the BACK button and have a great day :)

Question: If you were to attend Sky High, which power would you have?