A/N: Set during "You Are So Sueable to Me." This is going to be a two-shot. Chapter one before going on Teen Court, chapter two after.

Lilly watched as the toe of one of her white heels dipped into the crack in the sidewalk. Angrily, she poked the tip under a rock and flicked it into the air, watching as it spun for a second, then landed at the end of her driveway. She had given up on sitting inside her bedroom waiting for Matt thirty minutes ago. No one was over an hour late for a date. Well, she reasoned, no one was an hour late on purpose, not if they planned on showing up at all. Lilly uncrossed her arms and checked the time on her cell phone for what felt like the hundredth time. Sighing, she decided she was not going back inside. Not tonight. Not facing her mother's questions about the boy who was supposed to be here. Instead, she started walking.

Her feet automatically took her next door, but then she remembered that the Okens were not home. They were visiting Oliver's mother's parents. Lilly paused to look at the dark windows, then turned and continued down the street. It would take her twenty minutes to walk to Miley's house from here, but again, she did not want to face her mother, so she placed one foot in front of the other and kept going. Maybe she should have tried to sneak back in for a decent pair of shoes.

Click. Click. Click.

Ugh. Who liked wearing heels anyway? They made so much noise, interrupting the normal neighborhood sounds.

Her index finger tapped the back of the phone she still held in her hand, and she gave in to the inevitable. She picked the first selection on her speed dial and waited for the call to go through.

"Lilly?" The voice on the other end of the phone was surprised, but she thought he sounded happy to hear from her.

"Oliver, 'sup?" She tried to feign nonchalance, but he knew her better than that.

"I thought you had a date."

Lilly heard police sirens in the background and Oliver's grandmother yell something that sounded like, "Nancy could've pulled him over faster."

"Yeah, I thought so too." She was at the end of their street now, pausing just long enough to make sure the dress she was wearing was not going to be ruined by a car colliding with her.

"Hang on, I can barely hear you." There was a scuffle on the other end, then a door slamming.

Oliver's mother wanted to know who he was talking to. Apparently, he was interrupting a family viewing of "America's Most Wanted." Upon Oliver telling her that it was Lilly though, she heard his mother say to tell her hello.

"Oliver?" Lilly asked when all of the noises died down. "I can just talk to you later." A breeze ruffled the hair Miley had so carefully styled before leaving for her sound check.

"Nah, it's fine. I was getting tired of watching unsolved crimes and high speed car chases."

"You love those."

"Not when my grandfather's yelling at the cops like they can hear him."

In spite of herself, Lilly found herself smiling. She loved his family. "That must be where you get it from."

"Hey!" But he was laughing, knowing it was probably true.

There was a pause in the conversation when he finished and again, the sound of Lilly's shoes filled her ears.

Click. Click. Click.

She was beginning to feel a little ill.

"So, how are your grandparents?" she asked quickly, trying to distract herself.

"They're fine." Another pause occurred while Oliver sucked in a breath. "Lilly, why aren't you at the dance?"

"I don't know!" Lilly snapped into the phone, glad to have an outlet for her frustration. She could cry with Miley later, but Oliver was always better to yell at.

"What do you mean you don't know?" His voice was laced in confusion. He was pretty sure she called him yesterday afternoon and told him that she was going to the dance with Matt Marshall. In fact, he was positive, because when she told him, he had dropped that glass bottle of apple juice on the hardwood floor in his grandparent's kitchen, and his grandfather had run into the room with a baseball bat thinking someone was breaking in.

"I mean, he asked me to go, but he's not here!" Lilly could feel the tears gathering in her eyes, but she pushed them back. She was not crying right now. Matt was a dumb boy and she was going to vent.

"What?"

"I mean, I got a dress, and shoes, and my nails are done, and everything! He just didn't show up!" She stumbled when she caught her right foot on the edge of another curb, but steadied herself just in time. Lilly groaned and Oliver said nothing. "Oliver?"

"Yeah." He said it through gritted teeth, contemplating all the ways he could make Matt pay for being a jerk.

"Just making sure you were still there." Her voice was quiet now. She thought he was going to get mad with her. She did not feel right yelling if he was going to be so quiet.

"Are you sure you weren't supposed to meet him at the dance?"

His voice sounded funny, Lilly realized, like he was trying really hard not to say something else.

"Of course I'm sure. He said he would pick me up at my house. It's been almost two hours! I tried calling, and nothing! The boy won't even pick up his phone!" Lilly picked up her pace, noticing for the first time that she was walking around at night by herself in formal wear. Maybe that was not the best call. Oh, well.

"He didn't say anything?" Again, Oliver's voice had the strangled quality to it, like he was holding back.

"No!" Lilly practically shouted the word at him. Did Oliver think she did not know what it meant to be stood up? She heard a beeping sound from her phone. "Hang on." She pulled it away from her ear, but it was the Hannah phone calling her. Miley must be calling from the concert. It was the third time that night. Lilly had not answered the phone yet. This was not a conversation she wanted to have when her best friend was supposed to be entertaining a few thousand people once they hung up. "Never mind," she grumbled to Oliver when she put the phone back to her ear.

There was another pause. Why was Oliver so quiet? Even when he had no idea what to say, Lilly found it hard to get him to shut up. He usually just rambled until she cut him off. It was unnerving.

Click. Click. Click.

Stupid shoes.

Lilly walked almost an entire block before Oliver said something.

"I can't believe he would stand you up." She could almost hear Oliver's head shaking on the other end of the line.

"Yeah. I know. This isn't a normal guy thing, right? You'd tell me if it was?"

"Trust me, it is not normal for a guy to not show up for a date He's just… not a word I can say with my mom looking at me from the window right now."

Lilly giggled. "From the window? Where are you?"

"On the front porch," Oliver told her. "So… you want me to beat him up for you?" He almost sounded eager at the prospect.

As angry as she was, when Lilly tried to imagine Oliver and Matt fighting, it ended with Oliver being in the emergency room. Matt was not a big guy, or a particularly tough guy, but Oliver was, well, he was Oliver.

"I don't think so. I wouldn't want you to lose an eye or anything." She sighed, stepping over a tree root that had come up through the sidewalk in front of her.

"Yeah, I guess I need both of those," Oliver deadpanned, trying to make her laugh again.

In spite of herself, Lilly smiled again, but it quickly fell. "I guess I just have to accept that Miley's make-over didn't work. I'm undatable."

Lilly made the announcement with such finality that Oliver barked out a quick laugh. "You are not undatable," he informed her quickly, knowing that him laughing was probably not what she wanted to hear. "And what do you mean Miley's make-over?"

Even though he was miles away and could not see her, Lilly found herself glancing around the empty street, just what she would have done to avoid meeting his eyes if he was there. Her cheeks heated when she said, "Miley tried to make me more girly."

"How girly?" Oliver was curious now.

"I wore heels to school, and a skirt, a bright pink blouse, not a shirt, a blouse, and fancy jewelry, and I even got Todd and Nick to carry my books to class." She waited for Oliver to say something, but he appeared to be thinking over what she said. "And Miley did my hair and make-up and everything tonight too."

"Do you have proof of this girlyness?"

"Oliver!"

"What? I don't think I've seen you wear a skirt or a dress without jeans underneath since we were, I don't know, six?"

"Yeah, well, since it apparently does nothing for me, don't count on it happening again any time soon."

"If it got Nick to carry your books for you, it couldn't be doing nothing," he pointed out.

"Hmmm… I guess." Lilly shrugged her shoulders, forgetting he could not see her, then pushed her hair out of her eyes as another breeze blew in.

"Lilly, seriously, you're not undateable. Matt's just stupid."

"Is your mom still looking out the window?" Lilly asked him.

"Yeah."

"I guess I should let you get back to your crime shows," Lilly said softly.

"Well… what are you doing since you're not at the dance?" Oliver avoided answering her question.

Lilly waited for a second, knowing what his response was going to be when she told him. "I'm walking to Miley's."

Oliver was definitely his mother's son, and his response was exactly what she expected.

"You're walking?" he sputtered. "Lilly, it's, like, ten o'clock! You shouldn't be walking around by yourself!"

She rolled her eyes, saying, "technically, I'm walking with you."

"But, I'm not actually there," he protested. "What if someone tries to kidnap you?"

"It's not like you would be protecting me anyway, Oliver. The first time you met my dog, you ran into the other room and hid behind the kitchen counter."

"I was in third grade!"

"I'm sure I'll be fine. I'm halfway there anyway. If I turn around and go home, I'll still be out by myself for the same amount of time." Lilly turned right, heading in to the more upscale area with houses closer to the water than the ones in her neighborhood. She took a deep breath, inhaling the salty air, then she remembered that Matt once told her how good she was on a surf board and her eyes narrowed in anger all over again.

She tuned out Oliver's rant and instead focused on her shoes again. She had stopped paying attention to the click of her heels earlier, but she was not really in the mood to listen to Oliver tell her how stupid she was acting. She already knew she was stupid. After all, she had actually thought she was going to the dance with Matt. Obviously, that was never going to happen.

Click. Click. Click.

Lilly tapped the toe of her foot impatiently and waited for a car to pass before she crossed yet another street. She was so going to have blisters later. Why did she let Miley talk her in to these shoes? They were not even that cute.

She had made it to the part of the neighborhood that would have led her to Rico's Surf Shack if she was going to the beach. Knowing it was closed, she decided to keep trudging to Miley's.

She just did not understand. Matt had asked her, right? Yes, Miley had pushed him in to it, but he did seem like he wanted to go with her. What if he had never actually wanted to take her to the dance and he was just trying to be nice?

No. That could never be right. If he was trying to be nice, he would have actually taken her, not left her stranded with her insane mother. Of course, he did not know how crazy her mother was.

Click. Click. Click.

"Lilly? Lilly! Are you still there?" Oliver's voice yelling in her ear brought her back to the present and she winced at the volume.

"Yeah, sorry. Are you done lecturing me yet?"

"You weren't listening at all, were you?"

"Not really, no."

Oliver sighed and Lilly shifted her phone to her other ear. Her arm was starting to fall asleep.

"Fine."

"So, what else have you crazy kids been up to?" Lilly asked brightly, swallowing the lump that had formed in her throat from thinking about Matt.

Oliver launched into an account of his family's activities over the last two days. They were supposed to be there celebrating his grandfather's birthday, but all his grandfather seemed to want to do was play "Clue," a board game that had the players try to solve a murder mystery.

"My mom always wins. It isn't fair. Cops should not be allowed to play games like that," Oliver told her.

"You do know it's just a big logic puzzle, right? We had to do one for extra credit in math last year and you did fine." Lilly kicked a crumpled up piece of paper out of her path and kept walking. She was finally entering Miley's neighborhood, and her feet were going to be very happy to sit down on her porch. Her phone beeped in her ear again and she pulled it away, but it was the Hannah phone again, not her missing date.

"Yeah, but my mom doesn't just guess and then take the information you give her. She always knows if you have something and you don't tell her. She's a human lie detector."

"So, don't cheat."

"I would never cheat!" Oliver's voice sounded outraged at the accusation.

'Whatever, Mr. I-don't-like-pink-so-I-don't-have-to-use-those-spaces."

"You're seriously going to hold that against me? We were six and I always let you skip the blue ones."

"Hmm… good point." Lilly was not really paying attention to the conversation anymore. She had reached Miley's house and was walking to the porch. She collapsed on to a chair, sighing as she tucked her feet up in the chair with her.

"You at Miley's?" Oliver asked, recognizing the "I finally get to sit down" sigh she gave.

"Yeah, but she isn't home from the concert yet. The house is still dark." Lilly bit her lip and fingered the material of the dress Miley had picked out for her. She knew she should let Oliver get back to his family weekend, but she wasn't really ready to hang up the phone yet.

"Lils, seriously, I'll take him out for you," Oliver muttered to her. She had a feeling he was turned away from the window and covering his mouth just in case he was overheard.

"Where are you going to take him?" Lilly joked. "I don't think he likes dances."

"Lil."

"Ollie."

Oliver sighed, wishing Lilly would stop being so annoying when he was not close enough to be able to do something about it.

"Really, I don't think you need to beat him up. I just wish I knew why." Lilly's voice came out a lot smaller than she intended and she had to clear her throat to prevent herself from crying.

"Why? Because he's a jack, I mean jerk. He's a jerk."

"Why is your mom still watching you?"

"She's not anymore, but you know she has ears like a bat. She'd be dragging me in there in front of my grandparents and make me wash my mouth out with soap."

Lilly believed him. She had seen the soap washing first hand once. It served to make her watch her language around Mrs. Oken as well.

They sat in silence again for a minute before Lilly asked, "Can I ask you something?"

"I think you just did, but if you want another question, shoot."

Lilly forced herself to stop playing with the fabric of her dress and found her fingers drumming against her leg instead. She clenched her fist to steady her hand and let the air out from her lungs in a rush. "What do you think's wrong with me?"

"What are you talking about? There's nothing wrong with you!" Oliver's voice was alarmed. "If he wants to act like a jerk, that's his problem." After this conversation, "jerk" was probably going to replace "Matt" in Oliver's vocabulary.

"I don't just mean him," Lilly whispered. "Guys don't like girls like me."

"Yeah, they do," Oliver responded forcefully, maybe a little too forcefully.

"No, they don't. They like Miley or Amber or Ashley or Becca… even Sarah. Not me." She stared up at the sky, looking for the moon, but realized it was probably in the other direction. Nothing but darkness.

"Guys don't actually like Amber or Ashley. They just think they're hot." That probably was not the right thing to say.

"Exactly. Nobody thinks I'm hot."

Oliver groaned, not believing that they were having this conversation. This was Miley's area, not his. "Lilly, I'm only going to say this once. And you can't tell any of the guys that we hang out with that I said this. Got it?"

"What?"

"Lilly."

"What?"

"Lilly!"

"I got it! What are you talking about?" She rolled her eyes at Oliver's antics.

"There are guys, guys who think you are… not exactly unattractive. I've heard them say… things. Things that I'm not going to tell you because they said them in the guys' locker room after gym, okay?" Oliver's voice was stilted and a little awkward.

"Like who?" She was curious now, and even a little suspicious.

"I don't think you really want to know that." Oliver did not want to be the one to tell her that both Todd and Nick probably would have carried her books, or anything else she asked them to, even before Miley's little attempt at a makeover.

"Because you're making this up," Lilly said flatly. "You're just trying to make me feel better so I don't think I'm an undateable loser."

"You are not undateable!" Oliver yelled into the phone. "Definitely a loser," he said in his normal tone with a hint of sarcasm, "but not undateable. Don't make me say it again."

"Fine," Lilly grumbled, still not believing him. She heard a car pull on to the street and sighed. "Oliver, I think Miley's back. I'll talk to you tomorrow, okay?" Her tone was more than a little down, and he resigned himself to not being able to make her understand.

"Fine," he muttered. "Just don't let the jackass get to you."

Right before she hung up, she heard Nancy Oken's voice reprimanding him for his poor language choice.

Ten minutes went by, and she realized the car must not have been Miley. She contemplated calling Oliver again, but she did not want to hear about the tongue lashing his mother gave him for inappropriate language, so she waited. And waited. And waited some more.

The waiting was not the best thing for her. She found herself analyzing every detail of the last few days for signs that Matt would stand her up, but she could think of nothing. When a car door slammed, she ignored it, thinking it was another false alarm, but then Miley was suddenly in front of her, and she finally had a girl she could talk to who would understand her misery.

She also knew Miley would help her hatch a plan to get back at Matt. A plan that, hopefully, did not involve Oliver ending up in the hospital.