A/N: Hey guys! So this is my second W.I. . fic, although since my first one was technically a crossover fic, maybe this could be counted as my first one. Anyway, I recently got back into W.I.T.C.H., re-watched the entire show, and even started reading the comic books. At the same time, I began reading fanfiction and saw a lot of people had done 'next generation of Guardians' fics, and decided I'd do my own.

Most of the fics use girls who are in middle school, which is to be expected since W.I.T.C.H. were thirteen when they discovered they were guardians. However, I made these girls sixteen, starting their junior year of high school. The reason for this age will make more sense as the story progresses.

Anyway, enjoy this guys, and review please!

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

On a hot day at Sheffield Institute, most people looked for shade under a large tree. Alyssa Ashcroft preferred to look for shade on top of a tree. Yes, she liked to climb trees, sit on one of the sturdy branches, away from everyone else, and draw under the shade the leaves provided. It was peaceful up there, away from the taunts of Gabrielle Shay and her group of mindless zombies. And as if it weren't bad enough that Gabi had tormented her all her life, everyone else knew Alyssa by the, uncreative, unclever, yet sticking, nicknames Gabi gave her in sixth grade: Classless-a and Klutzcroft.

Alyssa supposed she was an easy target. She only had one friend for the first nine years of her life, and she'd abandoned Alyssa halfway through fifth grade when she became friends with the drama obsessed kids of the school. So when she started middle school, Alyssa was lonely and pathetic. Alyssa tried to keep her head up though. So what if she didn't have any friends? At least she knew how stay bubbly. And at least she had talent. Alyssa could paint as well as van Gogh.

Okay, that was stretching it a little. But she was still mega talented, and she put all her spare time into teaching herself how to draw, paint, or sculpt. Once her parents had discovered her talent, they immediately indulged her by putting her in all the art classes she wanted to take and buying her art kits for her birthday and Christmas.

Alyssa looked down from the tree to see Jake Saunders walk up to the steps where Gabi and her best friend Breanna were sitting, in their cheerleading outfits. The cheerleaders always performed in their annual 'first day of school assembly.' If dropping the girls they lifted up and falling because the dumber girls always messed up could be counted as performing. Jake had just started dating Gabi. He gave her a kiss on the cheek, said something, then headed inside.

Jake Saunders was one of those guys that had everything to offer and lacked nothing. He was extremely smart; state identified in fact. He played four sports and was good at all of them; the star player in two. He was incredibly handsome; the most sought after guy in school. And after all that, he was modest. But he wasn't very nice. He had partaken in the events that had earned Alyssa both her embarrassing nicknames, and he used both of them. On top of that, he was a huge player. Even before the sixth grade incidents, Alyssa ruled Jake out as a potential boyfriend, despite how hot he happened to be. Besides, she hated the people who always appeared to be too perfect. That was both intimidating and boring, and simply untrue. If you appear to be perfect, you're clearly putting on a front for some reason.

As she waited for the bell to ring to signify the first day of eighth grade, Alyssa began to sketch something she'd been dreaming about lately. It was a huge castle, something that looked like it could've been beautiful once, but was black and dark and depressing now. She didn't know why she was dreaming about a gloomy looking castle, but it seemed like something cool to draw, so she kept going.

Alyssa chewed on her bottom lip, a nervous habit of hers, as she finished up the castle. She'd been dreaming about this castle for a couple of months now, but as of last week, she'd been seeing more than just the castle. She saw five girls with wings flying above the castle. Each of them were glowing a different color. She didn't know what it meant, but last night, she'd seen their faces for the first time.

One of the girls, the one with an orange glow, was Alyssa herself. She knew it was normal to dream of yourself, so she didn't think much of it. But the rest of the girls shocked her. Each face was stranger than the last. The girl with the gray glow was Elizabeth Kramer, or Ellie, Alyssa's ex-best friend. Alyssa hadn't spoken to Ellie in six and a half years, but maybe it wasn't the strangest thing. She and Ellie were close once.

Then it got even weirder. The girl with the blue glow was Caitlin Lewis, or Caty, a girl Alyssa barely ever talked to. Alyssa never liked Caty. Caty was incredibly smart, but participated in stuff like mock trial and Model U.N., so Gabi dubbed Caty and her friends, nerds. However, even though Caty was as low on the high school totem pole as Alyssa was, she liked to act like she was so much better than everyone else, Alyssa included.

The girl with the green glow was Gabi Shay. Why Alyssa would dream of her worst enemy she didn't know, but if the castle was any indication, these dreams seemed more like nightmares than anything, and Gabi was definitely a frequent visitor in her nightmares.

The last girl, who had a pink glow surrounding her, was the weirdest of them all. Alyssa didn't recognize her at all. She was someone Alyssa had never seen, which didn't make any sense at all. Alyssa once read a book on dreams and visions, just for fun, and that's how she knew you couldn't dream about someone you didn't know! And you can't make people up, especially not their faces. The book did say that if you do dream about someone you don't know, and you see their face, it's not a dream; it's a vision, telling you about someone you will meet.

Alyssa didn't believe in the supernatural. Her mother was a very logical person, and Alyssa was pretty much a clone of her mother, from her mother's looks to her brains to her fears. But then how did she dream up a face she'd never seen before?

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

Elizabeth Kramer tripped over her own two feet on the way to the drama room.

"It's a wonder you're the best dancer in this school," a voice chuckled good naturedly.

Ellie looked up and began to blush furiously when she saw she fell right in front of Jake Saunders.

"Um…" she squeaked out.

Jake laughed again and helped her up. "You okay?"

"Yeah. Thanks Jake," Ellie said, smiling weakly.

"Try to be more careful El," Jake said, winking at her before walking off.

Ellie let out a little girly sigh and practically floated the rest of the way to the drama room. She entered the room to see her best friends, Jade Crane, Adam White, and Milly Trainer already there.

"You're late," Jade said.

"And your face is all red. Are you okay?" Adam asked.

"Let me guess. Jake Saunders," Milly teased.

Ellie nodded.

Jade shook her head in disgust. "El, you know I love you, but when are you going to understand: Jake Saunders will never go for us! We're known to the whole school as the drama freaks thanks to Gabi Shay."

"Who, by the way, happens to be dating Jake," Adam added. "Has been for a week now."

"Meaning," Milly said, "that they'll be broken up by next week. Because Jake Saunders is the biggest player at Sheffield."

"I know, I know, I've heard it all before," Ellie snapped.

"Yet you can never seem to get it through your head!" Jade shot back.

Ellie sighed frustratedly and rolled her eyes as she set her backpack down on one of the chairs.

A few of months ago, Jake Saunders didn't even know Ellie's name. And if it hadn't been for Breanna's party, then he would've either teased her relentlessly or completely ignored her when she fell in front of him. But last May, Breanna Kramer, the second most popular girl in school, and Gabi Shay's right hand girl, had a huge birthday bash. Ellie and her friends were almost as low on the high school hierarchy as the nerds and friendless losers, but Breanna and Ellie were cousins, meaning Breanna was forced to invite Ellie. And Ellie was forced to go.

Normally, Ellie skipped most of Breanna's parties, which is why Breanna didn't mind having to invite her. It was bad enough she shared a last name and blood with a drama freak; she didn't need that very same girl coming to her parties. But since this party was for Breanna's birthday, Ellie had to go. Her father and Breanna's were brothers and it wouldn't be very family oriented if Breanna's own cousin didn't show up to her party.

Ellie and Breanna's fathers were too into "family orientation." Ellie managed to skip most of Breanna's birthday parties with the excuse of tests or rehearsals or performances the next day, but Breanna had been sick on her actual birthday that year, forcing her to hold a party two months later. And somehow, Ellie's always absent father found out Ellie didn't have an excuse this time. Ellie couldn't understand how her father didn't understand that Breanna didn't want her at her party; that she purposely didn't invite anyone Ellie even remotely knew just to keep Ellie out; that Ellie wouldn't have cared if Breanna invite her three best friends, Jennifer Aniston, Tom Cruise, and her hero Barbra Streisand, she still wouldn't go, given the choice. Then again, considering he wasn't at home enough to know whether Ellie had black or brown hair, he wouldn't know how Ellie and Breanna felt about each other. Funny that he preached about family when he didn't give a damn about his own.

But Ellie had gone to Breanna's party and brought with her the script of the current play the community theater was putting on: The Tempest. She was playing Ariel (Ellie had purposely auditioned for Ariel, even though she knew Ariel was a guy, and the director loved her so much that he gave her the role and told her Ariel would be a girl for this version of the play), Jade was playing Miranda, and Adam had won the part of Prospero. Milly decided to sit this one out. Ellie sat in a corner trying to learn her lines, but the music was too loud and the high schoolers Breanna had invited were too drunk, and Gabi, Breanna, and her their friends were too bitchy to each other right in front of Ellie, and she couldn't concentrate. But she's promised her dad she's stay at Breanna's part for two hours and by the time she decided she wanted to leave, it had only been half an hour.

That's when Jake Saunders had found her. He walked right up to Ellie and struck up a conversation. At first Ellie was guarded. A guy like Jake Saunders, Mr. Popularity, wouldn't talk to her without an ulterior motive. But then she realized every guy at the party was occupied with some girl or the other and the only people Jake had to talk to were girls who weren't talking to any of the boys. She was the only girl at the entire party that wasn't throwing herself at Jake.

Jake surprised Ellie by demonstrating startling knowledge on all of Shakespeare's plays. Two days later, Jake and Ellie were made partners in English class. Their assignment was to write an extra scene in the current play the class was reading: West Side Story. This was Ellie's favorite play, and she learned it was Jake's as well. They got an A on that project-it was Ellie's first A in English that entire year. Ever since then, Jake had talked to Ellie on a regular basis, and Ellie fell for him hard. Her friends were not pleased. Jake Saunders was not a nice guy. Yes, he was athletic and hot, and incredibly smart, but he was also a huge jerk and player. So Ellie was never able to talk about her crush as much as she would've liked to. And even though she and Jake texted all summer and had even hung out a few times, the inevitable happened at Gabi's end of the summer party: Gabi and Jake began dating.

Everyone knew it was only a matter of time before Gabi Shay and Jake Saunders became an item. The most popular guy had to go out with the most popular girl. It was a wonder it took the two of them this long. And even though in the back of her mind, Ellie knew Gabi and Jake would date eventually, she was still completely crushed.

"Look, I know Jake is dating Gabi, and I know he'd never like me regardless. It's not my fault I like him, but I'll get over him." Even as Ellie said this, she knew it was only to appease her friends. She had a feeling she'd never get over Jake Saunders.

"Now, let's practice. Singing at the Halloween dance isn't just for fun. It's our first music grade of the year."

"That's more like it," Jade said as she and Milly smiled at Ellie. Adam, who knew her better than anyone gave her a look that said, 'You sure you're okay?'

Ellie gave him the brightest smile she could muster. She wanted to talk to Adam. He wouldn't judge her even if he wanted to. But she also knew Adam had a crush on her (he'd tried to ask her out since kindergarten, but Ellie just wanted to be friends), so she couldn't let him see how much she liked Jake.

"Okay," Adam said quietly, but even the smile couldn't fool him. He knew his best friend to well for that.

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

Rae Dylan stared out the window, watching the buildings blur past as her driver drove her to her new school, Sheffield Institute. Even though Rae insisted she could walk, her parents insisted she be driven to school. And even though Rae insisted she didn't need her parents with her, and they could just go to work, they insisted that they accompany her on the way to her first day at a new school.

She'd been in Heatherfield for a week before she had to start school. It wasn't a bad place. Sure she missed her friends, her extended family, and the close knit community she had in her old town, but Rae was a girl who knew how to adapt, and accept and embrace change.

Rae liked what she saw of Heatherfield so far. Already her family had located a Chinese restaurant called The Silver Dragon (Friday nights was Chinese night for Rae and her mother) and a pizzeria called Guiseppes (Sunday was pizza night for Rae and her mother), a newly opened bookstore called Down the Rabbit Hole (Rae loved to read and had applied for a job there a couple days ago), and Rae adored her back yard. There was lots of space for her dog Sandy to run around and a large red maple tree Rae liked to nap under. She could do with a smaller house however.

"Okay sweetie, we're five minutes away," Rae's mother Silena said. Rae requested Silena notify her when they were five minutes away from Sheffield Institute.

"Okay Harv, you can drop me off here," Rae said to the family's driver, Harvey Jones.

"Yes Miss. Dylan," Harvey said and Rae rolled her eyes. She couldn't count the number of times she'd told Harvey, who she actually considered a friend and confidante, that he could call her Rae. And he did, when the two were alone. But in front of her parents, he wouldn't budge, though Rae didn't think they'd mind.

"Are you sure sweetie?" Silena asked as Harvey stopped the car.

"Yes Mom," Rae said forcefully. "And I can walk home this afternoon."

"Not on your first day," Rae's father Frank disagreed. "Harvey will pick you up."

"Fine," Rae said, knowing she couldn't win this argument. "But I want Harvey to pick me up here. Okay Harv?"

"Only if it's okay with your parents Miss. Dylan," Harvey said, surreptitiously winking at her. Rae hid a smile. No matter what her parents said, Harvey would wait for her here. This was why she loved Harvey so much.

"I suppose it's alright with me, if that's what you want," Frank said agreeably.

Silena looked reluctant, but at her daughter's pleading look and her ex-husband's reassuring one, she caved. "Oh alright."

"Thank you Mom!" Rae cried delightedly.

"Just have a good first day, okay sweetie?"

"I'll do my best," Rae promised, kissing her parents on the cheek. "Bye Harvey, thanks for the ride," Rae called as she exited the car.

"See you this afternoon Miss. Dylan," Harvey said, before taking off to take Rae's mother to her office and her father to the airport (he worked and lived in Delaware and was only in Heatherfield to see how Rae adjusted to the move.

Rae appreciated everything Harvey and her parents did for her, especially the fact that they both decided to ride along for her first day of school since her parents got divorced twelve years ago and couldn't stand each other, but she did not want to show up at her new school in a fancy stretch limo. She did not want to be known as the richest girl in town, even if her mother was Silena Shane, the woman who started her own clothing line at the age of seventeen, when she still in high school, that became such a success in just six months that she decided to forego college and pursue designing as a permanent career. And the last thing she needed was for people to find out her father was Franklin Dylan, the inventor of just about every electronic item owned by the entire population of the country. No, the only thing Rae wanted to be known for was her grades. She was state identified and planned to keep it that way.

As she stepped through the entrance arch of Sheffield, she saw lots of kids in the courtyard, waiting for the bell to ring. There were a bunch of girls by the steps in cheerleading outfits. Most of them were all crowded around one girl who Rae could only guess was their leader. She had chin length, dark brown hair, a body shaped like an hourglass, and as Rae got closer, she saw her eyes changed from blue to green to brown. Yeah, she was beautiful enough to be the most popular girl in school, the kind of girl Rae wanted to avoid.

There were boys to the right of the cheerleaders passing around a soccer ball, boys to the left of them practicing lacrosse, and a group of students laughing underneath a large oak tree. Rae wondered if she should approach someone and try to make friends, but everyone seemed to be wrapped up in their own worlds, in their own cliques. Sighing, Rae decided she might as well go inside and try not to be late for her first class. She had gotten a copy of her schedule from the principal when she and her mother had visited the school a week ago.

"Room 533?" Rae asked herself. The school only had two floors, so she had no idea where room 533 would be, especially since the first room she saw after passing all the offices and the library was 123.

Her mother's voice echoed in her mind. "When in doubt, go forward. It's easier to retrace your steps that way."

Rae went forward, frowning at her schedule, trying to figure it out when she bumped into someone and fell on the floor.

"Ow," she groaned.

"Back at you," a voice said.

"I'm so sorry!" Rae apologized immediately.

"You should be. Maybe you should watch where you're going!" the voice snapped back as the two looked up at each other. Immediately, the person Rae bumped into, an undeniably hot boy with a stellar body, longish brown hair, and soft hazel eyes, backtracked. "I mean, I'm sorry too!" He picked himself up and offered his hand to Rae.

Rae rolled her eyes, batted his hand away, and picked herself up. She knew she wasn't the prettiest person around, but even she had to admit she looked pretty good today, from her outfit that her mother designed, to her make up that her mother helped her do, to her hair that actually behaved for once. And there was no doubt that was the only reason the boy was apologizing.

The boy grinned at her. 'Hot!' Rae thought, then scolded herself.

"You know, you could've avoided me," she snapped at the boy. "So maybe you should've been watching where you were going."

"You're probably right," the boy agreed. "I'm sorry."

"Funny how your mouth says one thing and your eyes say another," Rae bit out.

The boy's grin grew wider, infuriating Rae even more. "You're new, aren't you?"

"What's it to you?"

"I just wanted to know if you needed some help. You probably don't know how to get to your first class."

"What makes you say that?"

"Well the reason you bumped into me was because you were staring at that schedule in your hand."

"Wow, the boy has a brain," Rae said, rolling her eyes.

The boy looked right into her eyes and Rae felt herself getting lost into the two pools of hazel in front of her. "You're stereotyping me, aren't you? You think because I'm good looking, I'm not smart."

"I know because you called yourself good looking, you're arrogant," Rae replied.

"I'm only repeating what other girls say," the boy defended. Then his grin faltered. "That sounded really arrogant, didn't it?"

"Nothing gets past you, does it?" came Rae's response.

"I really appreciate your sarcasm," the boy said sincerely, confusing Rae. In her old school, she used her sarcasm to scare guys like this away. They'd call her a bitch and never talk to her again. So why wasn't it working this time?"

"I don't however, appreciate your stereotyping. I'm state identified, and top of our class."

"Fascinating," Rae replied, but she was kicking herself. Of course this guy was hot and smart. "Next you're going to tell me you're the star player of the lacrosse team."

"Soccer actually. And basketball. Not the star player, I don't think, but those are the sports I'm good at. I'm only average at lacrosse and baseball."

Rae raised her eyebrows.

The boy shrugged. "I like sports."

"And you play them all?"

The boy nodded.

'Mr. Perfect,' Rae thought bitterly.

"So new girl, you have a name?"

"Mind telling me how to get to room 533?" Rae replied.

The boy looked at her schedule. "I could. Or I could just show you. We have that class together. It looks like we have every class together."

Rae looked at him incredulously and groaned out loud. The boy, not at all deterred, just laughed.

"So, name?" he asked again.

Rae sighed. "Rachel Dylan," she said.

The boy grinned at her and introduced himself. "Jake Saunders."

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

Gabi Shay raised one perfect eyebrow at her best friend Breanna Kramer. "No."

"But Gabs, he's so cute!"

"Bree, how many times do I have to tell you: you're never going to find the perfect guy if you don't have enough self-respect to cut someone like Colin Dunn loose."

"Gabi, he's on the football team."

"He cheated on you five times!"

Breanna sighed. "I know. But he's the only guy who would give me the time of day this summer."

"That's because he was the only single guy around this summer. But all the single guys that were away on vacation are back now, and I heard Lana and Dalton broke up last week."

Breanna immediately brightened at this. Dalton Drew was her longtime crush and she's been heartbroken when her and Gabi's arch nemesis Lana Oller began dating at the start of the summer.

Gabi looked up to see more students filing in. She and Breanna always got school early. It was a sign of power to be the first one at school, and considering Lana had been trying to take Gabi's spot as co-captain of the cheerleaders (the other captain was a senior girl who Lana wouldn't dare try to dethrone), she needed all the power she could get. Not that it mattered. She was the only sophomore to get a spot on the JV squad last year, and she was shoo-in for varsity this year. And once she secured her spot in JV, no one would dare allow Lana to take Gabi's spot.

"Look, it's Jake," Breanna said, spotting her best friend's new boyfriend.

Gabi looked over and smiled.

"Hey babe," she said as Jake made his way over.

"Hey Gabs," Jake smiled. He gave her a kiss on the cheek. "I need to show Principal Cortez my commencement speech, but I'll catch up with you later, okay? You look great by the way."

Gabi smiled and tried to stop herself from blushing. Boys making her blush was a sign of weakness, not power. "Okay," she said as Jake went inside. He was junior class president, and the junior and senior class presidents always made some sort of welcome speech at the start of year assembly.

As it got later, more and more cheerleaders, including Lana and her best friend Kelli Chapman, joined Gabi and Breanna on the steps.

"Bree, I love your extensions!" Susy Carter gushed when she saw them. "They look amazing!"

"Thanks!" Bree exclaimed.

Gabi shot Bree a look. Breanna was Gabi's second-in-command, meaning compliments shouldn't excite her that much. Breanna had to be as self-assured as Gabi.

"I mean, yeah I know," Breanna backtracked, flipping her brown hair back carelessly. She looked at Gabi hopefully, and Gabi nodded in approval.

"Look at the new bag my dad got me," Missy Carson said, showing off her new Gucci purse.

"That's got nothing on Gabi's new Louis Vuitton bag," Carrie Black pointed out.

Gabi let a small smirk grace her lips before turning to face Missy with a smile. "But your bag is gorgeous too, and it totally suits you."

"Thanks," Missy said, glowing.

That was another trick to keeping power. Compliment your friends, making them think they're special, but never let them think they could be better than you. Gabi refused to engage in a power struggle with Lana. She wouldn't have to.

"Look, new girl," Kelli said, nodding over to a raven haired girl. She was short and skinny, using her clothes to show off the few curves she had. Her dark eyes held an air of command.

"We should invite her to be a cheerleader," Lana suggested.

"She's definitely pretty enough," Breanna agreed.

"We don't know if she can cheer," Gabi said disdainfully.

"Well, if she can't, she can still hang out with us," Lana said. "I mean, Michelle, Eve, and Andria hang out with us, but they're not cheerleaders."

Gabi looked behind her to make sure the aforementioned girls weren't listening before answering, "That's because Andira doesn't know the difference between a flashy flip and flashing someone, Eve is too uncoordinated to even pull off a somersault, and Michelle is too busy with her artsy crap to dedicate enough time to cheerleading."

"Yeah," Lana said slowly, "but my point is, the new girl is pretty, and we need someone like that on our side. I mean, what if she decided to become friends with Breanna's drama freak cousin or Alyssa? What would that do to the social hierarchy?"

"She's not that pretty Lana," Gabi snapped.

"Pretty enough to get with Jake," Lana said.

"Jake is my boyfriend," Gabi said icily. This was a touchy subject. Gabi had gone out with tons of guys, but, and she hadn't admitted this to anyone except Bree, she actually had real feelings for Jake. That's why it took so long for Gabi and Jake to become an item. Jake had asked Gabi out plenty of times before, but Gabi hadn't said yes until she was sure Jake wouldn't view her as part of the game.

Lana had asked Jake out at the beginning of the summer, but he said no, which was surprising. Lana was completely Jake's type. There were rumors going around that the reason Jake said no was because he wanted this to be the summer he got Gabi to agree to go out with him, and he didn't want to date any other girls. The rumor made Gabi feel powerful and special, but she was still worried Jake would run off with the first pretty non-cheerleader he saw (non-cheerleader because all the cheerleaders, including Lana, and the three girls Gabi hung around with who weren't cheerleaders, weren't allowed to date Jake, even if they broke up). The last thing Gabi needed was some random new girl to come along and steal Jake from under her nose.

"He may not be for long if we don't get new girl to be part of our group," Lana said.

"She may have a point Gabs," Breanna said tentatively. "If she's part of our group, then Jake becomes off limits to her. If she's not, she has no reason to stay away from him."

Gabi's eyes flashed angrily and she glared at Breanna, Lana, and Kelli, the only three girls in this conversation with Gabi, in turn. "Are you suggesting that I can't make her stay away from Jake without allowing her to be a cheerleader or friends with us?"

"Of course not Gabi," Breanna said soothingly. "But we could always use another friend, right? The more pretty girls part of our group, the better our image."

Gabi rolled her eyes. "You guys are all exaggerating her beauty." Someone as well versed in make-up and clothes as Gabi could see right through the new girl's look. She indeed looked great today, and she was pretty, but she wouldn't look like that every day. And being naturally pretty didn't help if you didn't enhance it. There were very few girls who were naturally drop dead gorgeous. Thanks to her color changing eyes that she inherited from her mother, Gabi was one of those girls.

At that moment, the bell rang and hordes of students started filing into the school building. Gabi started telling Breanna the story of the completely sweet thing Jake said to her the night before, making sure she was speaking loud enough for Lana to hear. She saw Alyssa Ashcroft roll her eyes as she walked past them.

"Make sure you don't trip again Klutzcroft!" Gabi called after her.

Alyssa looked back, but then just resumed walking.

"It bothers me that we can't get to her anymore," Breanna said.

"It shouldn't. We shouldn't be bothered by someone as low on the totem pole as Classless-a," Gabi said, rolling her eyes.

"Gabi is right," Lana said. At this, both Breanna and Kelli widened their eyes. Lana and Gabi rarely agreed on anything. "Classless-a shouldn't evoke any negative emotions in us."

Gabi nodded as she and the other girls headed to their first class. All the cheerleaders shared their first, fifth, and eighth class this year. Gabi shared every class with Breanna, and all but one class with Lana, and Kelli. She wasn't sure yet if having Lana and her faithful follower around her all the time was a good or bad thing.

The cheerleaders all looked at Gabi before choosing their seats. Gabi chose one in the middle of the classroom and the other girls sat around her. Summer Tendril sat to Gabi's right, and Breanna sat to Gabi's left. In front of Breanna was Kelli, and in front of Gabi was Lana. Lana and Kelli turned around to face Gabi and Bree. Despite the rivalry between Lana and Gabi, the two girls spent more time with each other than anyone else (besides Bree for Gabi and Kelli for Lana).

"So Bree, any prospective boyfriends for this year?" Lana asked, obviously privy to the knowledge that she was dating Breanna's crush this past summer.

"I'm keeping my options open," Breanna said, earning a look of approval from Gabi.

'Way to go Bree,' Gabi thought. The last thing Breanna needed to do was let Lana know she had power over her.

Lana was going to say something else when Gabi's mouth suddenly dropped open in shock.

"What?" Lana asked as she, Kelli, and Breanna followed Gabi's gaze. Coming into the classroom they saw the new girl. Walking in with her was Gabi's boyfriend.

"Oh, that girl is so not becoming a cheerleader," Gabi growled. "And she needs to know she can't be walked into class with my boyfriend. This means war."

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

"And furthermore, the new healthcare bill continues to provide-"

"Caty, I need you!" Lilianne Morrison cried, running into the Debate Team's meeting room.

Caitlin Lewis stared at the blond, along with her debate partner, Nina Simone, and their opponents, Brian Din and Nick Sholtz.

"Seriously Lili?" Misha Zoller asked. "We're kind of in the middle of something." The other members of the team nodded.

Lili rolled her eyes. "Whatever. As if your team needs anymore practice. And no one cares about the new healthcare bill. I, on the other hand, need help with my math homework. I didn't finish the last two problems of the summer work."

"And you couldn't come in here quietly and ask Misha for help? Considering she's, you know, not currently debating?" Caty asked.

Lili sighed. "No. I wanted your help. But fine. I see how it is. You don't care, even though you promised you'd help me with whatever I needed. I'll just talk to Aunt Iris this afternoon. You know Aunt Iris, right? What is it you call her…Mom?"

"Okay, Lili, fine," Caty snapped, stepping out from behind the podium she and Nina were standing behind.

"And this," Brian said loudly, "is why Caty shouldn't be captain of the Debate Team. She and her silly friends are always running out on us. Vote Din for the win!"

"Brian for captain!" Travis Buckley, Brian's best friend, backed up.

Caty moaned as she followed Lili, Misha, and Nina out of the room.

"Thanks a lot Lil. Now I'll never be voted captain and if I'm not voted captain, then Ms. Mandel won't recommend me for the D.C. internship, and I won't-"

"Amount to anything in life, yeah. Whatever," Lili finished, rolling her eyes. She'd heard this same freakout from her cousin too many times before.

Caty sighed, wishing Lili would, just once, try and understand where Caty was coming from even if she didn't care about the same things. If Lili could realize that the prospect of the D.C. internship for her held the same value that the prospect of Lili's internship with Silena Shane, the hottest designer in the country, maybe she wouldn't be quite as dismissive. Or maybe that was just wishful thinking, considering Lili was always dismissive of anything Caty wanted.

"Don't worry Caty, you'll get the letter even if Brian does beat you out for captain," Nina soothed her best friend as the four girls made their way to their first class of the day, honors pre-calc. Lili, who wasn't advanced like the rest of the girls, followed them so Caty could help her finish up her Algebra 2 homework before the bell rang. "After all, you're the one who single handedly won Model U.N. for our school last year when Brian flaked."

"And you beat out Brian for SGA vice president," Misha piped up.

"And you and Brian are tied in the number of wins for mock trial, which is also advised by Ms. Mandel," Nina added.

"And who was the girl that got to go to states with the Academic Decathlon team when she was only a freshman?" Misha reminded. "You were the only freshman chosen, and one of the only two sophomores chosen last year."

"And now you're co-head of the decathlon team." Nina said. "As a junior. Usually it's only seniors."

"Ms. Mandel is only willing to write one recommendation letter," Caty said. "And I may have won vice president, but Brian is still on student government sergeant at arms and he's just waiting to call me out on doing something against the bylaws so he can give me a strike."

"Caty, you haven't broken a single rule in your whole life," Misha said.

"Still, he's just as impressive as me. He was the other sophomore who went to states with the decathlon team, he was chosen to go as a freshman, and the only reason I went was because he got sick, he got sick last year for Model U.N. too, but he was on the Model U.N. team as a freshman, which I couldn't achieve, like you said, he won just as many cases as I have in mock trial, and he's a shoo-in to win Debate Team captain…for the third year in a row."

Caty was an ambitious girl with big dreams. She intended to take all the honors and AP classes she could, get the best grades in those classes, outshine everyone she could in her various clubs, prove to everyone that doing Newspaper, Mock Trial, Model U.N., Student Council, Academic Decathlon, and Debate Team (the things that people like Gabrielle Shay thought were nerdy) were actually helpful, and study pre-law at Yale. One humongous step in the right direction was to be chosen for a summer internship in Washington D.C. where she and the other interns would get attend political events, meet important politicians, and sit in on courthouse cases. It was an internship for six people. Four would be college students. The other two spots were available to high school students, but only if they attended one of the top 5 most prestigious schools in the country. Sheffield happened to be one, and each of these high schools were allowed to recommend two students. Those two students had to submit an application with a full transcript, an activity resume, and a killer recommendation letter. It was almost like a college application.

The recommendations were worrying Caty. The other student recommended from Sheffield was Brian Din. He and Caty had been competing in everything since kindergarten. Both knew a recommendation letter from Ms. Mandel would be perfect. She taught honors lit for all grades, regular lit for seniors, IB lit for juniors and seniors, and she was the academic advisor for the Debate Team, the forensics team, literature honors society, book club, and Mock Trial. She was by far the most impressive teacher at Sheffield, besides Mr. Ganball, the IB Program convener, who taught honors US history for all grades, IB history for juniors and seniors, APUSH for juniors, and Theory of Knowledge for IB students of all grades, but all of the IB juniors and seniors asked for college recommendation letters from him, so he refused to write letters for the internship. Caty knew she could get any teacher to write her letter, but she wanted Ms. Mandel, who was only willing to write one letter. Caty really wanted to be the student she chose to write the letter for, partly because she wanted this internship more than she's ever wanted anything, and partly to rub it into Brian's face.

"You have a higher position than Brian in student council," Nina said. "And you are co-editor of the newspaper. Brian is just the photographer."

Caty nodded. That was true.

"And you'll probably get offered editor-in-chief," Misha pointed out. Misha was the other editor of the paper. She wanted to study journalism at Columbia, so she hoped the position of editor-in-chief would be given to her next year. Usually it went to one of the two editors (and if it was offered to Caty, she'd already promised she'd forego it for Misha), but sometimes the seniors played favorites and gave it to a staff writer they were friends with. But getting offered the position was still impressive.

"But that won't be until after the applications are due," Caty said.

Lili cleared her throat. "Hello! Homework help!"

Caty and her friends rolled their eyes. Caty had grown up with Nina Simone. They'd been best friends since they were three. The two girls met Misha, a sweet Indian girl, when they started Sheffield together as sxith graders. Misha was new that year and fit in with Caty and Nina right away, because like them, she was studious, cared about her grades and school work, and joined all the clubs they were into. Lili was Caty's cousin who moved to Heatherfield during the summer after her parents got divorced. She and her mother had been staying with Caty's family until they could find an apartment. They finally had, and were moving into it the next weekend. The weekend couldn't come fast enough.

Lili's mother and Caty's were sisters. Caty's mother had told Caty to treat Lili kindly and help her with everything. Lili took that to mean Caty was pretty much her slave and had to do everything she said or else she'd tell her "Aunt Iris" Caty was being mean at this difficult time in her life.

Lili and Caty had always been different, but they'd gotten along well. Lili's thirteenth birthday party was the last day the two cousins saw each other until the summer however, and the time apart helped the girls grow apart. Now Lili was snobbish, annoying, and rude. She was conceited and fake, and she made Caty look bad in front of Brian, which caused Brian to tease her and look down on her.

One other component of the D.C. application was a character evaluation written by the other recommended student, and that was the part Caty was most worried about her. Even if she couldn't get Ms. Mandel to write her recommendation, she could find another impressive teacher. Mr. Everett, her chemistry teacher from last year, was her second choice. He was a brilliant man, a popular teacher, co-advisor of the Academic Decathlon team, and she was his favorite student. But she needed to make nice with Brian to get a good character eval out of him. She had tried her hardest to be nice to him every time she saw him over the summer and she greeted him cordially this morning for the first Student Council meeting of the year. They made friendly conversation as they walked from Student Council to the Debate Team meeting. But being nice to him wasn't enough. She had to impress him as well, and having to hang around with Lili was not a good way to impress him.

Lili met Gabrielle Shay her first day at Heatherfield while she and Caty were at the mall. They hit it off immediately and Gabi gave Lili a summer audition for cheerleading. She'd easily made it on the team. Hanging around with someone who was in Gabi Shay's inner circle did not help with Brian's image of her. After all, Gabi Shay had always insulted everyone in the honors crowd that Caty was part of, but picked Brian as her main target and teased him relentlessly since elementary school.

Caty looked at Lili's homework, helped her with the last few problems, and sent her on her way to Algebra 2.

"I'm never going to get on Brian's good side if he continues to think I'm on good terms with Lili."

"Haven't you told him you guys pretty much hate each other?" Misha asked.

"He doesn't believe her since they're cousins," Nina explained. "Brian and his family are really close and he doesn't get that most people don't get along with their parents and siblings and cousins."

"But she always acts so bitchy to you," Misha complained.

"No. She acts snobbish. It's different," Caty said. "I don't think you've noticed, since we don't really associate with Gabi over the summer, but every time the cheerleaders were over at my house and they started teasing me, Lili never joined in. Not because she doesn't think I'm a nerd, but because she knows if she teases me too, she can't hold the whole 'Caty's being mean to me and I'm going through such a hard time because of the divorce' thing over my head. Because then I can just say, 'Well, Lili doesn't stand up for me when the popular girls are teasing me; she just joins in and calls me a nerd.' And Brian was over a lot during the summer because we had to work on Model U.N. and SGA stuff together and he noticed Lili didn't tease me so…"

"What a messed up situation," Misha groaned.

"Tell me about it," Caty agreed.

"What are you going to do?" Nina asked.

"I have no clue."

The bell rang and the students started filing in.

"First class of the first day," Nina sighed. Even the nerds like Caty and her friends didn't want to be in school.

"We'll talk about this more at lunch," Misha promised.

Caty nodded and caught Brian's eye as he walked in. He made his way to sit beside his friend Will. He stopped at Caty's desk. Caty expected him to say something nasty or teasing, but instead her gave her a coy smile and said, "I liked your idea about making the Halloween Dance a masquerade."

Caty had suggested the annual Halloween Dance be a masquerade that morning in student council, but stupid Jake Saunders, student council president, had shot her down saying a masquerade for a Halloween dance, in which lots of people would be wearing masks for their costumes already, would be dumb.

"Um, thanks," Caty said, surprised. She's never gotten a compliment from Brian before. She gave him an uncertain smile.

Brian nodded, then went over to his seat.

"That was weird," Caty said to Nina.

Nina nodded, but Misha smiled.

"Maybe. But I think I just figured out the solution to both your problems."

G.R.A.C.E. G.R.A.C.E. G.R.A.C.E.

A/N: What did you think? This was just an introduction chapter, to let you get acquainted with the characters. I like where this is going so far, and I hope other people do! I have the next chapter written already, so I'll post that if I receive positive reception. So please review this guys!

And thanks for reading!

~IndusLotus2001