A/N~This is a new songfic that i just HAD to write. The song i used is off of Ashley Tisdale's new album, its called Me Without You.I had to make this cuz it basically screamed Loliver and my video maker is acting up right now meaning i couldn't make a vid,so i did this instead. Hope ya'll like it: )

It's just you and me
And there's no one around
Feel like I'm hanging by a thread
It's a long way down

It was a Friday night and I was sitting down on Oliver's front porch swing. I have been crying constantly all night. It was all due to my now ex-boyfriend. He broke my heart by telling me that we couldn't be together, because I have feelings for someone else. He wouldn't even tell me who he was talking about; not like I needed him to, I knew exactly who the other guy was.

"Lilly," I heard Oliver's voice say my name as he walked over to me. I was wearing a short skirt and a t-shirt, everything on me was drenched from the rain pouring down. "W-what's wrong, what happened, I thought you were with Chad, oh wait, did he do this to you, because if he did-," he started to go on his usual rant. He did this every time that Chad and I started to have problems and he made me cry.

"Oliver, can I just please come inside," I mumbled, but loud enough for him to hear.

He stopped pacing and walked over to me, "Yeah, come on in," he stood me up and walked me into his warm, cozy house. "Do you want to change your clothes, your kind of soaked," he smiled at me causing me too look down and smile to. I don't know what it is with his smile, but it is very contagious.

"Yeah, that would be nice," I responded lightly.

He grabbed my hand and pulled me upstairs and into his room. "How is this," he asked pulling out an old USC sweatshirt and a pair of blue boxer shorts. I simply nodded and grabbed them out of his hand before walking into his bathroom.

I've been trying to breathe
But I'm fighting for air
I'm at an all time low
With no place to go

After changing into his clothes I looked into the mirror and noticed my tear stained face and my tangled, wet hair. I fixed up my hair a little, brushing it through and putting it into a messy bun. Then I washed off my face, which was red and had mascara stains all over it. I breathed in the air slowly. After the breakup, I keep feeling like I can't even breathe. I didn't think him breaking up with me would hit me this hard. It's not like I ever truly loved Chad, he was just a guy that I really cared for. So why was I feeling like this?

But you're always there

I pushed it out of my mind and walked out of the bathroom to see Oliver sitting on his bed with a hand full of DVDs, "Movie night," he asked with a smirk on his face. I was leaning on the door frame with a smile on my face now.

"Sounds nice," I nodded walking over to his bed and sitting next to him. "What's first," I questioned looking at the DVDs in his hand.

He smiled and picked up Madea Goes to Jail, "You laughed like crazy when we saw it in theaters, I thought this might bring a smile to your sad face," he grinned before walking over to the DVD player and placing it in, grabbing the remote, and then walking back over to me.

"Thank you Oliver," I smiled at him as he started to move the covers back so that we could lie down under them.

"Thank you for what," he looked confused, stopping what he was doing.

"For being there for me every time that I need you," I told him as I slid under the covers.

He slid in after me and placed a hand under my chin forcing me too look in his eyes, "I will always be there for you, no matter what," he kissed my forehead. "Okay, just so I know what I'm kicking Josh's ass for tomorrow, what happened," he sat up criss-crossed and leaned his head back on the headboard.

I couldn't tell him that Chad broke up with me because I have feelings for another guy. Knowing Oliver, he'll want to know exactly who the other guy is. Sure he is my best friend, but there were just some things that I couldn't really tell him. Especially something that could ruin our friendship.

When everything falls apart
And it feels like the world is crashing at my feet

I took in a deep breath, "He just said that our relationship wasn't really going anywhere and that there was no use in continuing it any longer," I answered truthfully. He did really say those things, but there was something in between every time. "There is no need to hurt him Oliver, but thank you anyway," I smiled laying my head back on his warm pillow.

"Are you kidding, I just want to kick his ass, because he broke my best friend's heart, I hate seeing you like this," he laid his head down on the pillow next to mine and moved a stray here behind my ear. I smiled at his touch while shivers went down my spine. "I wish that you could find a guy who, treats you the way that you should be treated, a guy who makes you feel like you are the most beautiful girl in the world," he moved his hand down my arm.

Little did he know, I have already found that guy, "Yeah well, so do I, but I don't think it will ever happen to me, I might as well just settle for less, no good guy seems to want me," I let a tear roll down my cheek as I looked away from his piercing brown eyes.

You like me the best
When I'm a mess
When I'm my own worst enemy

His hand stopped at mine as he entangled them, "Quit talking like that Lil, I know that you will find the perfect guy," he sternly told me. I shook my head at him, "Yes you will, your one of the most amazing girls that I have ever met, I know that you will find him," he pulled our entangled hands up between us.

"I am not amazing, look at me, I'm a mess," I responded referring to my hair, clothes, and my messed up makeup.

"Yes, but you're a beautiful mess," he grinned rubbing my hand with his thumb.

You make me feel beautiful
When I have nothing left to prove

"Why do you do that," I shook my head with a smile plastered on my face.

"Do what, what are you talking about," he questioned narrowing his eyes, confused.

"This," I pointed out the way we were right now. "Every time something is wrong, you make me feel better, you know how to make me forget about my problems, you know how to make me smile, and you constantly compliment me," I chuckled as he looked down and grinned.

"Because, I love to see you smile, I would do anything to just get that gorgeous smile back on your face," he focused his eyes only on me.

And I can't imagine
How I'd make it through
There's no me without you
No me without you, no, no

At this moment, I knew for a fact that Oliver was the only guy for me. Never in my life have I ever met someone else who treats me the way he treats me. I can't remember one time where I didn't have Oliver to turn to. And truth be told, I never ever want to have that day come my way. Even though it sounds kind of cheesy, Oliver makes me whole. If he weren't in my life, I don't think that I would survive. No one knows me like he does. He is basically my life.

You hear what I say
When I don't say a word

"I can promise you that there will never be a time where you can't come to me, you're my number one, no matter who comes into my life," he snapped me out of my thoughts referring to if any new girls comes into his life. Just like that, it was like he could read my mind. That kind of stuff has been happening almost our whole lives. I guess it proves how good our friendship is.

You are my rising sun
You're the place I run
You know how it hurts

"Good, because I need you more than anything," I slipped out. Once I realized what I had just told him, I mentally slapped myself. He just chuckled and kissed my hand, "What was that for," my smile came back to my face.

"I need you too Lil," he replied pulling my hand away from his lips.

To a lot of people, this would probably seem weird since we are only best friends. But this was a constant thing with us. We would always put each other ahead of ourselves and the boyfriends or girlfriends that came into our lives.

I moved closer to him burying my face in his chest, "I love you Ollie," I murmured using my childhood nickname for him.

I felt him chuckle removing his hand from mine and wrapping it around my waist to pull me so close to him that our whole bodies were touching now. "I love you too Lills," he kissed the top of my head before resting his head on top of mine. I moved both of my arms in between us, resting them on his chest along with my head. I didn't want this moment to end.

When everything falls apart
And it seems like the world is crashing at my feet

I began to cry into his chest which caused him to pull away and look at me, "Lilly, what's the matter, you were just fine a second ago," he worried.

I wanted to tell him that I wish it was like this all the time. I wished that I could really call him mine. But I'm terrified of rejection, especially from him. I think that has been the reason for my tears all night, because I'm scared it will happen again, with him.

I shook my head, "I don't know, I think it's just everything that has happened tonight," I partly lied to him.

He pulled me back into him, "I know you really liked him Lilly," he comforted me, rubbing my back. "But he doesn't deserve a girl like you, your too good for him," he whispered in my ear.

You like me the best
When I'm a mess
When I'm my own worst enemy

I smiled and blushed at his comment before whipping my tears away and moving away from him. I stood up and walked into his bathroom to look in his mirror. "Great, my face is all red and my mascara is running again, ugh, I look like crap," I groaned at my current appearance. I heard Oliver let out a laugh from his room. "It's not funny, I look horrible," I shouted tugging at my frizzed hair.

You make me feel beautiful
When I have nothing left to prove

I soon felt two strong arms wrap around my neck, as I looked in the mirror I saw Oliver standing behind me. He leaned forward and whispered in my ear, "You look beautiful."

I smiled and sighed relaxing into him, "How can you say that, my eyes are puffy, my hair is wet and frizzed, I have mascara staining my face."

"You always look beautiful to me, no matter what you do," he grinned resting his head on mine. His comment made all the blood in my body rush to my cheeks. My face looked like a tomato and I felt light headed. "Why Miss Truscott, do I make you nervous," he joked moving his arms down to my waist and wrapping them around me. I giggled at him, "I love your giggle," he smiled.

And I can't imagine
How I'd make it through
There's no me without you

My giggling slowly came to a stop as I turned and locked my blue eyes with Oliver's brown ones. I didn't know what to do; our lips were only inches from each other. I looked from his eyes down to his lips, over and over again. Right as we started to lean into each other, his cell phone rang.

He dropped his head like he was disappointed, "I'll be right back," he sighed removing his arms from around me and walking back into his bedroom. "Hello," I heard him answer his phone.

So close, we were so close to kissing, that would have made up for everything that has happened tonight. And, maybe I was just seeing things, but he looked really upset when he heard his phone go off. It was like he wanted to kiss me as badly as I wanted to kiss him. Stupid phone had to go and ruin mine and Oliver's perfect moment!

"Sorry Stacey, but I'm kind of busy tonight," this most definitely caught my attention. I moved my head slightly out of the bathroom to see his expression and to hear his conversation better. "Well, could you maybe call another guy or something, I'm with someone else right now," he groaned running a hand down his face in frustration. "If you really have to know, I'm with Lilly, she's upset and she really needs me," he told her. "Um, I don't think I'll be able to make it next weekend either, sorry" he looked down at his feet before hanging up the phone.

I was still in the bathroom when I saw him fall back onto his bed, "Oliver, you didn't have to do that, I could always just go home if you want to go be with Stacey," I said her name like it was a disease or something. He had his arm over his eyes, but I saw his mouth form a smile, "What are you smiling about," I asked walking over and sitting down on the bed behind his head.

He removed his arm from his eyes before he placed his head in my lap, "I don't want to go to Stacey's, I want to be here with you," he was now looking into my eyes.

I smiled down at him as my fingers, subconsciously, started to stroke his hair, "If you were a normal guy and a hot girl asked for you to go be with her, you would jump at it," I snickered.

His eyes quickly opened at my comment, "Okay, now you're making absolutely no sense," he shook his head. I gave him a confused look, "Why would a guy rush to a hot girl's house when they already have a hot girl in their own house, in their room for a matter of fact," he grinned up at me. Okay, it was official; I would be completely lost without Oliver.

And when you say baby
It's gonna get better
I believe you

I blushed, but frowned at the same time as I looked away from his eyes, "Then why are you the only guy that really notices me, even Chad never noticed me the way you do," I whimpered.

He shot up from my lap and wrapped his arms around me, "Tons of guys notice you Lills, but their just too stupid to say so," he whispered into my shoulder.

I turned my body so that I could face him as my arms wrapped around his neck, "Why am I crying so much tonight, I'm being way too emotional," I cried into his bare shoulder; he only wore a wife beater at night.

"No, you have a right to cry, everything is being slammed on you all at once," he comforted me rubbing my back up and down.

"It's just not fair," my whole body was shaking due to my tears.

He pulled me into his lap, "Don't worry Lills, it will all get better soon, I know it," he moved my head up so that I could look at him through my blurry eyes.

I nodded my head and rested my face in his chest as he continued to rub my back. I honestly did believe every word he said. He has yet, to lie to me once. So of course I would continue to believe him.

And I wish that somehow
I could see me
The way you do

My cries slowed down to a minimum after awhile. I moved away from his chest as I whipped some of my tears away, "Man, I'm like a freaking sprinkler, I keep spurting out water over and over again, sorry" I chuckled.

He joined along in my little laugh as he picked his hand up and whipped the tears away too, "It's okay, I really don't mind," he replied rubbing my waist.

After a second of me sitting there whipping my tears away, I caught him staring at me, "What," I smirked snapping him out of his daze.

"What," he was apparently caught off guard.

"Why were you looking at me like that," I asked moving a strand of hair behind my ear.

He smiled and shrugged, "Just admiring."

I looked down and blushed, why does he keep doing that to me, "Admiring what exactly," I wanted him to be more specific.

"You," he easily answered causing me to look up at him with a very confused look. Why would he be admiring me, what exactly was there to admire?

"Yeah, like there is any part of me to admire," I scoffed.

"Trust me, there is plenty," he smiled causing me to light up. I really wished that I could see what he was talking about. But as long as he thinks there is, I'm not arguing.

With my imperfections
You think I'm perfect
When it's not easy
You make it worth it

"Can I ask a question," I requested moving out of his arms and back down on the bed.

"You can ask me anything," he accepted lying next to me.

I turned my head so that I was now staring up at the ceiling, "What do you really see in me, I mean truth be told, you're the only guy that I have never ever had to change for, with Todd and the rest of the guys, they only noticed that I was 'hot' when I changed my whole appearance to a girly girl," I turned my head back to him once I finished my question.

"Well, those guys are idiots, and when I'm talking about Todd, you know that I really mean it," he picked making me giggle. "But, to be honest, I did think you were pretty hot when you changed your look," he smirked causing me to gasp and slap his chest. He then turned his face in my direction and smiled, "But I think you look amazing no matter how you dress," he moved his hand on top of mine. "Just please don't ever talk the way Miley told you to talk, it kind of scared me," he admitted.

"No problem, I kind of scared myself with that one," I agreed.

He turned on his side and moved his left hand to my right cheek, stroking it with his thumb, "I guess what I'm trying to tell you is that, no matter what, your…perfect," he gazed into my eyes.

"Perfect, Oliver, I am anything but perfect," I scoffed sitting up and hanging my legs off of the bed.

I felt him sit up and wrap his arms around my waist, sitting next to me, "In my eyes you are, it's everything you do, including the mistakes that make you perfect to me," he was once again only inches from my lips.

When everything falls apart
And it seems like the world is crashing at my feet

I have no idea what it was about cell phones tonight, but right as we leaned in again, my cell phone went off, "Ugh, really," I complained picking my phone up off of his nightstand. "Hello," I grumbled into the phone. I lightened up a little bit when I heard my mom's voice yelling at someone, "Mom, hey what's up," I pulled my left leg up onto the bed and turned to Oliver. "

"Where are you at," she asked me.

"I'm across the street at Oliver's house, why, do you need me home," I sighed when I saw Oliver frown.

"No, um, could you stay over there tonight, I just need some time to myself," she replied, this confused me.

"Why do you need time to yourself, mom what's wrong," I knew that the only time she ever needed time to herself was when something bad happened and she needed to think it through.

I heard a soft sigh from the other end before she spoke, "Mine and your father's divorce was finale today," she whispered. I felt my whole body tense up at what she said, "Lilly, Lilly, are you there, Lilly please talk to me," she sounded worried.

"I have to go mom," I slowly told her before hanging up the phone. I started to feel the tears begin to prick my eyes.

"Lills, Lilly, what happened, what did she say," Oliver was definitely worried about me.

I looked down squeezing my eyes shut, trying to fight back the tears, "Their divorce was finale…today," I whispered.

"Oh my gosh, Lilly, I'm so sorry," he wrapped his arms around me, embracing me in yet another hug.

"I mean, I knew they separated, but I just can't believe this," I sobbed into his shirt as he began to rub my back. "Can I stay here tonight," I asked pulling away from him.

"Yes, of course, I mean my parents won't be home until Monday, Owen is at summer camp, and Oscar is on a road trip, but your fine with it just being us right," he questioned.

I nodded, "Yeah, I just can't go home tonight, and I need you so much now." Why is it that everything has to happen to me, all at once?

You like me the best
When I'm a mess
When I'm my own worst enemy

I stood up and started pacing, "I just, I can't believe this is happening, especially tonight of all nights, this isn't fair," I cried slamming my fist on the wall before sliding down it.

Oliver quickly came to my side, "I know, but you'll get through this, I promise, I'll be here for you whenever you need me, I know how rough this is on you," he consoled me, pulling me to him.

I gently rested my head on his shoulder as I wrapped my free arm over his stomach, "Thank you for being such a good friend to me," I smiled against his chest.

"Yeah, I'm always here for you Lills," he sighed kissing the top of my head.

"Ollie, I'm scared," I admitted as I started to draw invisible circles on Oliver's stomach.

"Scared of what," he asked tightening his grip around my shoulders.

"What if I end up like my mom, what if I can't find a true love and I'm forced to be in just a bunch of crappy relationships," I sniffled resting my hand on his chest.

He pulled me back a little so that he could look at me, "You will not end up like your mom, I know for a fact that you will find your true love," he caressed my cheek with his thumb.

You make me feel beautiful
When I have nothing left to prove

"What makes you so sure," I asked him.

He smiled, "Because you're beautiful," he stated. That was probably the tenth time that he had called me beautiful tonight and still I wasn't sick of hearing it.

"So is my mom," I replied.

"But there are so many differences between you and your mom; you always put your friends and family before yourself, your supportive, your caring, and your just…incredible," he seemed out of breath as he stared into my eyes.

And I can't imagine
How I'd make it through
There's no me without you

I couldn't take the chance of another phone call ruining the moment that I truly wanted with Oliver. So I leaned in and had my lips finally meet Oliver's. My fingers found their way into his hair. His hands moved from my shoulders down to my waist as he leaned me back onto the floor, not breaking our kiss.

After a couple of minutes, we had to pull away for some air, "Wow," he breathed out.

"Yeah," I nodded gazing up at him. "That wasn't out of line was it, because if it was-," I was cut off by his lips.

He pulled away, "You have no idea how long I have wanted this to happen," he stroked my hair.

I smiled, "Me too."

"But, what about Chad," he asked sitting up straight on the floor.

I moved with him and rested my head on his shoulder, "He was a cover up to hide my feelings towards you," I concluded.

He smirked, "So what happens now," he asked moving his head a little to look at me.

"Well, we never did get to have our movie night," I remembered lifting my head from his shoulder.

"Oh that's right," he stood up taking my hand and helping to my feet too.

I walked around the bed and laid down, pulling the covers over my cold body, "It's too cold in this house," I commented as he moved in next to me.

"I'll keep you warm," he chuckled pulling me close to his rather warm body. "Is that better," he wondered snaking both of his arms around my waist.

"So much," I pressed my head to his chest as I turned and stared at the T.V screen where he had apparently already pressed play.

After watching Madea Goes to Jail and then watching about half of The Reader, we couldn't really get into that one. We soon both drifted off to sleep, never leaving each other's arms once.

He had comforted me this whole night. I have no idea how I would have made it through tonight without him. He always seems to help me forget about the problems I'm having and just focus on the good, point in case, him. I can without a doubt say that, if there was no Oliver, there would be no me, either.

A/N~Really hope ya'll liked it,i know it wasn't the best.i wanna go ahead & ask ya'll again even though I know pretty much all of you are already doing it i still wanna put it out there,plz go to the teen choice awards website & vote for miss emily osment,she deserves to win. Plz review,review,review, PEACE OUT!