Author's Note: Okay. I have a few things to say:

This chapter is WAYYYYYYYY longer than the first. (It took up 8 pages on Word.)

This chapter is told from three different people's perspective (Lewis, Carolynn (Elizabeth900's OC character/herself) and Franny)

I am trying to decide how I want to write the next few chapters. I want to do it in either one person's point of view (POV) per chapter or more than one POV per chapter. Since you have seen both, you can tell me which you like the most. Please add in a review if you prefer:

One POV per chapter

Multiple POVs per chapter

A mixture of both

In any case, please enjoy chapter 2 and remember to review (even if you think this fan fiction is stinky)

~mtrfan1029

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Lewis heaved a triumphant sigh as he set down the wrench he had used to tighten the last few bolts on his latest creation. His pride swelled as his eyes traced the machine's form. In reality, it more or less was a jumble of household items hammered, screwed, inserted, plugged and welded together into something that looked like a homemade TV, but to Lewis, it was the biggest innovation the world had ever seen. With its metallic glory and purpose it would serve to mankind, Lewis was beyond positive that his creation would claim first place at the science fair. Even with his boosted confidence, he still remained unsure of the newly born invention's success, what with all the past failures his machines had proved to be. Take his PB&J Spreader for instance. The ingenuous idea had unfortunately cost him another adoption interview and almost drove him to give up his love for inventing completely. Fortunately, his friends (namely Dilana) wouldn't let him throw his dreams into the dust. Thus, with inspiration, random items, encouragement (and a little research), the Memory Scanner was born. Lewis shook these thoughts to the back of his mind for the moment and placed the colander helmet atop his head. He still needed to test the Scanner before he could be sure to display it to the judges.

"Now….Which memory should I use to test the Scanner out?" He wondered. Lewis furrowed his eyebrows, scrolling through the significant dates of his life, but there were only two memories he considered: when his mother gave him up or when Dilana first came to the orphanage. He decided upon the latter since he had built the machine specifically to probe the mystery surrounding his birth mother. Plus, he though experiencing the memory with the crowd for the first time would be more pleasing.

"Ah, the newly constructed creation is revealed to the public!" a voice announced behind Lewis just as he opened the keypad (AKA lunchbox) to insert the date into the Scanner. He casted a brief glance behind his back to see Dilana standing in the doorway, arms folded across her chest.

"Hello, Dilana" he greeted, removing his helmet and attached keyboard, placing both to the side.

"Did I interrupt something?" she asked curiously, seeing that the accessories he had previously worn were attached to the Memory Scanner.

"Actually, I was about to test the Memory Scanner as soon as you came in…" Lewis admitted.

"Oh. Well, then…I should let you get back to that." Dilana replied, turning around to leave.

"No, no. It's fine."Lewis insisted quickly. "You don't have to leave. Besides, it'll only take a few minutes to test the machine and I have plenty of time before I have to leave." He added.

Dilana narrowed her eyes, as if she was to challenge Lewis about having 'plenty of time', but she said nothing more about the subject.

"Memory Scanner, huh?" she commented, as she stood beside Lewis and admired his creation. "That seems ideal for me, yes?"

Lewis chuckled softly. "I guess you could say that. Tell you what: after the science fair, you can be the first person to use it after I present it."

Dilana's eyes widened in pure surprise. She looked quite pleased for the moment, as if this moment had been the one she had been anticipating for her entire life, but the expression was washed away as quickly as it had appeared. "Lewis, I can't possibly take that off-."

"No. I insist." Lewis interjected. "I know how bad your memory is and I'm sure you want to know more about your life before the orphanage."

Dilana didn't react for a moment and Lewis feared he had stuck a sensitive part. To contradict him, though, Dilana engulfed Lewis into a sudden embrace. "Thank you SO much, Lewis. This is the best thing that has ever happened to me!" Dilana exclaimed as she released Lewis from her crushing hug.

"Oh, it's no biggie." Lewis stated, suddenly feeling quite uncomfortable. He began to become extremely interested in smoothing out the creases in his argyle patterned shirt.

"Ughnnnnnn." A moaning voice sounded from the doorway. Lewis looked up from his attire to see Goob stumbling into the room, his eyelids fighting to stay open. "Hey, guys." He mumbled. "Do you know where my baseball glove is?" His words were barley coherent, as they were slurred together too much, but Lewis managed to decipher enough of his question to be able to grab Goob's glove from his bed and hand it to his roommate.

"Thank you." He replied just before his mouth parted into an enormous yawn.

"Someone must've been awake for too long." Dilana remarked, her eyes sparkling in a silent laughter.

"Lewis kept me up ALL night working on his stupid project." Goob remarked irritably, apparently unaware that Lewis was present during his remark.

Taking no offense, Lewis responded with surprise. "You were? I'm really sorry. If you had told me, I would've moved somewhere else."

Goob gaped, astonished, at Lewis, as if he had just admitted that he was the Tooth Fairy. He face remained in the position for a minute until Goob shook himself and flicked his hand in a dismissal of the statement. "Anyway, I'd better get going." As he said this he began to make his way out of the room. "See you guys later." He called as he disappeared down the hallway.

"Poor Goob..." Dilana commented, after Goob's unsteady footsteps were out of earshot. "I hope he can stay awake…….."

"Same." Lewis added. They both remained in silence for a while before Lewis clasped his hands together. "Well, I'd better test the Memory Scanner out…" he mumbled more to himself. Gingerly, he picked up the helmet. He had the helmet on halfway before his alarm clock's shrill call interrupted him.

"Oh no! Oh great! I'm gonna be late!!!" he exclaimed. Hastily, he tossed a blanket over the Scanner, picked it up and (with great effort) heaved it onto the red cart parked next to the table that had recently known Lewis's creation.

"Wait!" Dilana called after him as he grabbed the cart's handle. "You haven't tested the Scanner yet."

Lewis froze, feeling dread crawl up his spine, but he shrugged the resentment away. "Now's not the time. I'm sure it'll be fine." He continued his hurried exit until he heard a giggle.

"You do realize that you're rhyming, right?" she pointed out, her voice still holding fragments of laugher.

"So?" He answered simply, not wishing to repeat the act once again.

"Nothing. Carolynn and I will be there, okay?"

Lewis was already out of the room when he heard this. "Sounds great. See you there!" he called, racing down the hallway, his heart pounding with anticipation. Even so, Lewis couldn't remove the chilling thought that the Scanner had not been tested. He managed to successfully remove the regret. What could possibly go wrong?

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Carolynn flipped through the TV channels, searching for something suitable to watch while she waited impatiently for her friend to arrive. "How long could Dilana possibly take?" she asked herself with annoyance. It wasn't like Dilana to be this late. Of course, punctuality never had been Dilana's strong point; if she was running late it would normally be under 5 minutes, but, after checking her watch, Carolynn confirmed Dilana was a whopping 25 minutes behind schedule. Abandoning her channel surfing, she pressed the off button and tossed the remote aside. Seeing as she had nothing else to do, she began to fix her auburn hair to perfection.

Without warning, Carolynn's glasses slid off her nose and onto the carpet. Groaning with annoyance, Carolynn got up from the couch and walked over to where her glasses had fallen. Before she could pick them up, though, Mrs. Sayle picked them from the ground and handed them to Carolynn's outstretched hand. "I believe these would be more useful while wearing them." She commented playfully.

Carolynn smiled at her mother as she set her glasses over her blue-green eyes. She plodded back to the couch and resumed her impatient waiting. After a few endless minutes, staring into space, she stuck her hand into her jean pockets and removed her cell phone. Knowing Dilana, she probably wouldn't have her phone on, but there wasn't any harm trying to contact her. Quickly, Carolynn scrolled through her contacts until Dilana's name was highlighted. She then proceeded to select Dilana's cell number and highlighted Call. Just before she pressed send, however, the door bell echoed through the house.

Her mother scurried to the door, opened it and, after a muffled conversation with the visitor, she called to Carolynn. "Dilana's here!"

"Finally!" Carolynn thought as she stowed her phone back into its pocket, gathered her purse, and walked to the front door.

Dilana stood on the stoop, her hair worn down as always and her black Converse shoes scuffing the concrete busily. As soon as she spotted Carolynn, a bright smile burst onto her face and she gave her friend a quick hug. "How are you, Carolynn?" Dilana questioned.

"Fine, you?"

Dilana didn't answer immediately. She instead turned her attention to Mrs. Sayle. "Thank you for letting me borrow Carolynn for the day, Mrs. Sayle!" she called as the two girls walked down the steps leading to the sidewalk.

"Oh, it's no trouble." Carolynn's mother replied. "Have fun, you two." Her words floated out of the house just before the front door closed.

Carolynn's giddy smile transformed into a frown as the two girls stood outside the Sayle's house. "What took you so long?" she demanded.

Dilana sighed, as if she had expected Carolynn to interrogate her upon her arrival. "Two kids made a HUGE mess in the kitchen while playing a game of tag……." Dilana answered irritably. "Mildred asked me to stay and help clean up."

Carolynn didn't look at all surprised. Being one of the oldest at the orphanage, Dilana often had to do chores and assist Mildred when a job called for more than two hands. Of course, Carolynn had her own share of chores to do around the house, but she could never imagine having to assist, let alone live with, that many children. "How big WAS the mess?" She asked curiously after a few seconds of thoughtful silence.

"Big enough." Dilana remarked as she started walking in a westward direction. "Thank goodness there wasn't any broken glass. It was only food and spilt liquids on the floor, really."

Carolynn nodded and looked around her surroundings. "Where are we going? You refused to tell me anything when we made plans."

Dilana looked devious for a second, but the look vanished. "We're going to the science fair!" She announced cheerfully.

"Science Fair?" Carolynn echoed in her head. She wasn't against the idea; she had just anticipated the movies or the mall.

"I know it's not what you'd normally want to do on a weekend," Dilana remarked, as if she could tell what Carolynn was thinking about. "But I promised Lewis we'd go there to support him with his new invention."

"I see……" Carolynn responded. "What did he create?"

Dilana smirked and gazed at Carolynn mysteriously. "You'll see."

The two friends walked along the sidewalks turning down other streets occasionally until the middle school stood in front of them.

Carolynn and Dilana wasted no time entering the building and making their way to the cafeteria. The clamor originating from the fair could be heard from anywhere in a 3 yard radius of the cafeteria. Dozens of foldable tables were lined up in rough ladder structure, with two columns of tables flanking the walls and about three rows of tables in the middle. There were also two tables on the very top and bottom of the layout; both were vacant. The rest of the tables were adorned with the children's displays of science, ranging from the classic papier maché volcano to the complexities of building a microchip.

Dilana and Carolynn immediately began scanning the room for the familiar blonde head poking around somewhere, but Lewis was nowhere to be found. "Maybe we can't see him from this angle….." Carolynn suggested helpfully.

"Hmmm……" Dilana screwed her face in thought. "Let's ask one of the teachers."

"Okay!" Carolynn responded, agreeing. The two girls walked over to a pair of adults; a lady and a gentleman. One wore a lab coat, while the other had on a business shirt and pants.

As soon as Carolynn and Dilana got close enough, Carolynn announced. "Excuse me. Can we ask you a question?"

The lady wearing the lab coat whipped around and leaned her face down a little too close to Carolynn's comfort. She wore silver–rimmed spectacles and very clumpy mascara, as if she had applied the make-up while in motion. Her hair was curled at the edges and a "Hello, My name is…" sticker reading Dr. Krunklehorn was plastered onto the right side of the coat.

"Hello, little girl!" Dr. Krunklehorn began. "You are quite a dresser! I love your hair." Here she pinched a few stands of hair between her fingers and examined it closely, only to set in back into place a second later. "Where did you get it from? What's your name? Are you participating in the Science Fair? Wait a minute! You said something about a question! What's the question? I love questions!!!!!"

By this time, Carolynn was too stunned to answer the interrogation. The woman had just uttered 42 words without taking a single breath in between, not to mention her exhaled breath smelt heavily of caffeine. Finally, Carolynn shook herself out of her dazed expression and responded. "I wanted to ask if a student has checked in yet."

"I can help you with that!" a male voice from behind Dr. Krunklehorn called. Carolynn craned her neck to see beyond Dr. Krunklehorn's face. She spotted a portly man with a bushy mustache and balding auburn hair.

After successfully sliding away from Dr. Krunklehorn, she joined Dilana, who was proceeding to the male teacher. "Now," the science teacher began, adjusting his reading glasses. "Which student did you want to know about?"

"Lewis" Carolynn and Dilana replied simultaneously.

At the name, the male teacher immediately flipped through the multiple pages attached to his clipboard. After a few minutes of thorough examination, the male teacher shook his head in disappointment. "I'm sorry. Lewis hasn't checked in yet."

"Oh that's alright, sir." Carolynn reassured.

"Yeah." Dilana agreed. "We'll just look at the other presentations." With that said Dilana grabbed Carolynn by the hand and led her off to the mass of tables.

"Wait a moment!" the teacher called after them. "Just to let you know, Lewis is assigned this table." He pointed to a bare table situated next to him. "And please remind Lewis that he needs to check in if you see him."

"Gotcha!" Carolynn replied as she followed Dilana to a presentation a few paces away.

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"RRRIBIT!"

"Now, Frankie. Don't be resistant. This is your chance to shine."

The frog still squirmed in her hand, despite the stern words. Franny never understood why her best performer hated to perform in front of others beside her. Perhaps he had stage fright? Or maybe he hadn't gotten a good night sleep beforehand and was cranky as a result? Whatever the case, Frankie still needed to sing and dance, just like in rehearsal. Franny screwed her face up in thought, trying to remember what got Frankie the most confident in times of struggle…..

"Hey! Frogs! I wonder what she's got going on over there."

Franny stiffened at the words recently spoken. An audience so soon? Praying that Frankie would behave himself, Franny quickly set the frog into position and turned to view the guest who had spoken.

Two girls stood side-by-side, gazing in interest at the display. One had jet-black hair and brown eyes, while the other had auburn hair and blue-green eyes peering through glasses perched on her nose.

It didn't take Franny long to identify them both: Carolynn Sayle and Dilana. Or should it Dilana and Carolynn Sayle? Either way, they both were recognized with ease.

Franny had invented a simple way to remember other's names. She called it the "Hidden Name." If she had told anyone about this system, they may have seen it as labeling and perhaps making stereotypes, but she wasn't. She didn't assume someone acted like this, or because he or she did that they had to be this…….Her system was adding a word after their name that best fit their personality or countenance. She never gave them to people which she had no idea about or give a Hidden Name that would make the person self-concision or uncomfortable. Dilana and Carolynn each had been given a Hidden Name.

Dilana's name eluded Franny for a while, until she heard about Dilana's famous quick-minded act from her older brother Gaston, (who just happened to be in Dilana's class.)

According to his story, their teacher, Mr. Zlock, fainted randomly in the middle of teaching, leaving the middle-schoolers frightened and without a clue of what to do. While someone rushed to the classroom phone to notify the main office, Dilana bravely began to check Mr. Zlock's vitals and perform a bit of CPR she had learned from watching a television program on saving lives. By the time the ambulance arrived, Mr. Zlock's pulse had returned and his subconscious state began to fade. Days later, it was discovered the teacher's pacemaker had been malfunctioning and he was scheduled for a surgery to implant an artificial pacemaker later in the day. Of course the class recognized Dilana's heroic actions, rewarded her generously, and made her act neighborhood wide, with practically every local newspaper covering the story. Therefore, Franny finally hidden named her "Dilana the Quick-Witted" for her speedy thinking.

Carolynn's name, however, came as naturally as instinct. As soon as she had become acquaintances with Carolynn, Franny could tell the eighteen-year-old could become friends with just about anyone. Therefore, the name Carolynn the Befriender became hers. The only problem: she wasn't entirely certain "befriender" was, in fact, a word, but Franny felt that the term, realistic or not, fit the bill better than any other.

Everyone knew, from what Franny heard, that Carolynn and Dilana were friends. They were as close as sisters, despite the gaping age difference between them. The pair always managed to work out arguments between themselves and lend each other a helping hand, no matter what the situation. "An ordinary story of friendship". Franny though as she stroked Frankie and greeted the girls with a smile.

"Hey Franny! Could you show us your project?" Dilana asked kindly, her eyes edged with interest.

"I would be delighted!" Franny replied, gesturing to the frog ensemble. "This is the product of a long-term assignment I had started a year ago. I had always had a passion for music, but I wanted to add more to the art rather than merely perform it. I wanted to present the world of music through a different source-one only found in nature." She had spent the entirety of last night memorizing those lines, making additions or subtractions to it to help it sound more professional. Smiling to herself at their success, she continued. "I have discovered through lots of research that frogs have more musical capabilities than humans. Thus, I have been training this group of frogs to sing along and learn as much music as possible. Let me show you a demonstration of my progress."

With that said she swiftly turned whirled around and eyed her amphibious pupils. "Now," she whispered lightly, "just like in rehearsal." Franny raised her hands in a conductor position and her frogs seemed to straighten themselves.

Franny's mouth opened in song. "Do, re, mi, fa, so, la, ti do!" she sung in a silky voice.

"Rrbit, rrbit, rrbit, rrbit, rrbit, rrbit, rrbit!" The frogs croaked simultaneously, only playing the scale Frany had just uttered backwards. Feeling confidence rise in her guts, she continued with her performance, which included the frogs croaking the melodies to "Happy Birthday", "Twinkle, Twinkle Little Star" (or "The Alphabet Song", since they have the same tune) and "Old McDonald Had a Farm". Franny giddily waved her hands in time to the beat. Noticing the animation her animals had blew her away, but as the last note of the song finished, the frog returned to their blank impassive faces. Franny felt a smile grace her face. Sure, the frogs could only echo simple tunes with no lyrics involved, but someday, she dreamed of her frogs forming words and sentences in their songs and soon singing songs with more complexities. Perhaps, she could even train them to play instruments! The idea seems idiotic for a moment, but a possibility. Franny saw the tiny instruments in her mind's eye-tiny doll-sizes instruments being played by her students.

A series of claps followed shortly after her barrage of thoughts. At first, Franny believed her imagination was taking over, congratulating her for some unexplained excellence, but when she turned back to face the crowd, she saw Carolynn the Befriender and Dilana the Quick-Witted applauding enthusiastically. Overwhelmed, Franny bowed dramatically and stepped aside to let her frogs be commemorated. Although they couldn't bow, some jerked their heads, as if trying to show some form of thanks for the generous praise.

"That was really awesome!" Dilana commented, her eyes twinkling.

"Yeah! I couldn't agree more!" Carolynn added with an augmented smile. "Maybe you can teach your frogs even more stuff!"

"I totally agree!" Dilana remarked. "This has a lot of potential."

Franny's mouth dropped. These were the best compliments she had ever received in her entire lifetime. "T-Thank you so much!" she studdered, as the girls said their goodbyes and walked away to other presentations.

Franny stuffed her hand into one of her cardboard boxes and pulled out some frog treats. As she presented a goodie to each frog, she wore a grin of ultimate satisfaction. "Maybe you're right." Franny conplentated in her head. "Maybe…just maybe…..you two are right."