Disclaimer: South of Nowhere and the characters affiliated with it belong to Tom Lynch and The N. I own nothing but my own plot twists.

A/N: Memories in the rest of the story will be in italics. Enjoy

Chapter 2: Won't Disagree

"And lately you make me weaker in the knees

And race through my veins, baby

Every time you're close to me"

Kate Voegele


The next morning Glen got us to school late. Again. I gave him a glare and then walked to my locker.

"You know Carlin, this is becoming habit. Class promptness is not a suggestion," Ashley scolded me sternly.

I laughed and put my books in my locker. "Well Mrs. Darby, my brother is an ass, so there you go." I paused and changed subjects abruptly. "He likes you, you know."

"Your brother likes Mrs. Darby?" Ashley purposely misunderstood, acting shocked.

I laughed and hit her arm. "No, I mean he likes you. He thinks you are, and I quote, 'Smoking Hot.'"

She looked serious for a moment and then shrugged. "Well I am," she conceded.

"And very modest, of course," I joked as we walked to English.

"What can I say, some of us have it all." She raised her eyebrows suggestively and I couldn't help but laugh again.

I clasped my hands together. "And the rest of us mere mortals?"

"No worries, I put you in that category," she smiled.

I put my hand over my heart. "Why Ms. Davies, I'm honored."

Ashley laughed and nudged my shoulder with hers as we entered class, surprisingly on time, much to Mrs. Darby's chagrin, I was sure. I insisted that Ashley sit next to me, and she gave a look towards Madison before sighing and following me.

"What's with the charity, Spence," the Latina beauty demanded. I wondered when she decided she could give me a nickname. Was I supposed to call her Mad?

"At least charity is free. If she spent time with you, she'd have to pay for your services, just like every one else has," Ashley shot back. Here we go again, I thought with a sigh.

"Spencer, if you want to be on my squad, you'll choose your…friends better." Only Madison could make the word friend seem so derogatory. And her squad, since when? Being captain didn't make her God, although she probably thought so. I was glad at least my inner voice worked, because my mouth wasn't working very well.

"Maybe you should save your crucifixion for another day," Ashley spat angrily, turning away from Mad- yeah, I totally laughed at that- and ended the conversation.

I wanted to ask about the story between her and Mad (insert another laugh from me) but I didn't want to seem nosy; plus the fact that Mrs. Darby, as always, was hyper aware of me. It was kind of creepy.

I pulled out a sheet of paper and wrote my question. Ashley glanced at it and quickly wrote back Long story. Some other time. What's your number?

For some reason that made me very happy. I guessed because it concreted our friendship. Smiling, I wrote down my number and asked for hers. I waited for the paper to come back and was disappointed when she didn't respond. Deciding that maybe she was actually paying attention, I went to do the same. I was stopped by my phone vibrating in my pocket.

-This is much faster. Now you have my number too-

-You didn't write back. I thought you were paying attention-

I heard her laugh.

-Hell no. Short of her dancing naked, I'm not paying attention.-

-Thanks for the mental image Ash. I'll be seeing that in my sleep-

I felt a mixture of fear and giddiness over the nickname, and large amount of stupidity. I was acting like I never had a friend before, and after how lame I was behaving now, I was wondering how I'd ever had any before.

There was a pause as she read my text, and I wondered if the nickname was too soon in our friendship. When exactly was it ok to give nicknames? Oh how I wished I had a Friendship for Dummies book.

-Your brother has a crush on her and you dream of her? Creepy family-

I laughed and inwardly sighed with relief as I turned to her and smiled, once again being thankful for her friendship.

We stopped texting as Mrs. Darby decided to walk around the room. Somehow I knew she knew I was texting. I know it sounded paranoid, but I didn't care. And on top of that, she gave us homework. Ashley had some nice adjectives to describe Mrs. Darby as we left. I told Ashley about my theory about Mrs. Darby's "Spencer sense." Ashley laughed loudly and asked if I also thought the FBI was after me. It did seem stupid when put like that. Still, I had a strong feeling about it.

We promised to meet up for lunch and went our separate ways. Math was beyond boring. I had already covered the material in Ohio, so I sat and doodled all over my notebook. I had contemplated texting Ashley but didn't want to seem intrusive or needy. Actually, my contemplating consisted of me picking my phone up and putting it back down about five times. Sad, I know.

The clock seemed to be in slow motion as I stared at it. The only reason I knew time was moving at all was because I was counting every minute until it was time for lunch. Needless to say, as the bell rang I hurriedly left class.

-Is it a law that the caf must serve crap everyday-

I smiled as I saw the text, and for the fact that it was from Ashley.

-Lol I think so. Ohio was the same. So nothing good?-

"Nothing even recognizable," Ashley said as I walked over to her. "Forget this, let's go out," she decided.

"Are we allowed to?" I asked to the air, as Ashley had already grabbed my hand and pulled me to her car. Not that I resisted.

We arrived at a small café called Beebo's. It was a quaint place on the corner of the street. The light blue paint made it seem inviting, and if that didn't get you in, the fresh smell of baked goods would.

We sat at a table outside and ate our sandwiches.

"So better than mystery meat?" Ashley asked through her sandwich.

"Definitely. At least these look properly prepared." Ashley laughed and nodded her agreement.

"So, what's the deal with you and Madison?" I finally convinced myself to ask.

She debated with a while, and I was disappointed, thinking she wasn't going to answer. Finally she sighed, and I smiled to myself in eagerness. "Well believe it or not, her and I used to be best friends. Then she started dating Aiden. Well he started liking me, so they broke up and he and I eventually went out. Ever since then she's hated me. And it's completely mutual. She totally changed and became the bitch you now know. She never forgave me and we never tried to become friends again." I felt like there was way more to the story but didn't want to push it. I was just glad that she trusted me enough to tell me this much.

"See, that wasn't so long," I joked.

She laughed. "Well that's more of a summary. There are so many little things, it's hard to tell them all." She checked her watch and sighed. "Guess we better get back to school."

My lack of excitement matched hers. "Oh, we have to pay," I remembered.

"I already paid." I gave her a confused look. "When you were getting us a table," she elaborated.

"You didn't have to do that," I told her softly, giving her a smile.

She waved my words off and said, "What's the point in having Raife Davies as your dad if you don't enjoy the benefits." I knew she was acting like it wasn't a big deal, and really, it wasn't, but I was please nonetheless.

On the way back from school I found myself thinking about the enigma that was Ashley. She was a bitch to people, yet I had gotten to see the softer, lighter side of her as well. It made me wonder what people had done to make her put up a wall, and wonder what I had done to make her tear it down.

I must have been staring at her, because she got a smile on her face and asked me what I was thinking about. I looked confused for a minute before blushing when I realized that I had in fact been staring pretty intently.

"A blush?" Ashley teased, "Now I definitely have to know." She smiled again.

"I-" I paused, trying to think of an explanation that didn't sound creepy. "I was thinking about you."

Way to go Spencer, that's completely normal and not creepy. I mentally slapped myself.

"Oh? Do tell," Ashley said with interest, favoring me with a pretty smile.

I laughed and shook my head. "I didn't mean it like that." She fake pouted and I laughed again. "I was just thinking about how different you are from when I first met you, even if it was just recently."

"You've changed me already Spence," she said in an impressed tone. I didn't even process the jest, all I thought about was how much better that nickname sounded when it came from Ashley's mouth.

"This happening after one meal? So tell me Ashley, what happens after two meals, total commitment?" I gave her a mock serious look.

She shook her head. "That usually takes two dates. And ice cream," she added as an afterthought. I laughed, I couldn't help it, she was just…just something.

When we arrived back at school after our lunch, Ashley eagerly suggested skipping. I was sorely tempted but knew I couldn't miss, especially not my second day, and especially not with Paula Carlin being my mom. We parted ways and I thanked her for lunch again, and again she waved off my thanks.

I was in history, bored as ever, absently tracing the pattern of my notebook when my phone vibrated. I smiled as I pulled it out, already knowing it was from Ashley.

-Do you have cheering after school?-

-Yeah, til 3:30-

-Lame! Want a ride-

-You staying after?

-Yeah gotta talk to some one about absences-

-ok well yeah, sounds good. Thanks.

-No problem-

This week was turning out be a good one so far. Who knew one person could effect your day, even though Ashley would "modestly" tell you that herself. I'm sure she'd have a field day if I she knew I already wanted to text her again. Not that I couldn't, it was just…maybe my pride? Well whatever it was, it made history go by a lot faster. Apparently doodling really sped up time.

Hours later I found myself in the gym, rehearsing cheers with the squad. Nothing pleased Madison, and I couldn't decide if we really did suck, or if she was just a bitch. Somehow I felt sure of the true answer. I couldn't hide the smile that fell into place when I saw Ashley sitting in the bleachers, looking as if she'd rather be anywhere else, which I'm sure was true. She gave me a wave, which I returned. My coordination seemed to desert me after that, and Madison quickly appeared by my side.

She gave me an unimpressed look. "I don't know how they did it in Ohio, and I don't care. But this squad is only for those who can handle it." She stared at me for a moment and then turned and dismissed us until tomorrow. None of us complained; we were all thrilled to be done for the day. For some reason, no one wanted to hear Madison bitch anymore…go figure.

"Talk about stick up the ass," Ashley commented dryly as I walked over to sit next to her. I hit her on the arm as I saw some of the girls pass us. I really didn't feel like word getting back to Madison. Like she needed anymore wood for her fire.

Even though I was pretty pissed at Madison's bitchiness, I felt a little obligated to defend the captain. "Well, I was messing up towards the end," I shrugged. "You're a bad distraction."

"Who, me? I was just innocently sitting here, using my mind powers to strangle Madison." Ashley gave a sweet smile.

"Well I did well until you got here." I mentally slapped myself for how it sounded but tried to laugh it off. Her eyes quickly flashed to mine at my comment before leaving just as fast.

"I can't help how damn fine I am," she retorted, effectively breaking the tension that had suddenly formed. She stood up and said, "You ready to go?"

"Well," I drawled out, "I was hoping to catch some butt slap-" Ashley tugged my hand and pulled me along, cutting me off. She rolled her eyes and laughed at me and she released my hand and we walked to her car.

I invited her inside as we arrived at my house.

"One date and I already get to meet the parents? Must have been one hell of a sandwich." I elbowed her and she had the decency to appear chastised.

"Mom? Dad?" I yelled as I looked around the down stairs. "They said they'd be home," I said confused when I didn't hear any answer. I shrugged. "Well if you want you can just stay for dinner."

Her face lit up and I felt inwardly pleased that I was the cause. "Sure, I'd like that," she said quietly, giving me a small smile that made her seem almost vulnerable. "Thanks!" she added quickly and slightly loud. Ashley looked embarrassed over her lack of volume control.

I tried not to laugh but couldn't help it. Ashley joined me a moment later, so I could hardly feel guilty. "Tourettes much?" I joked

"Why Dr. Carlin, I do think that's the one thing I haven't been diagnosed with yet." Ashley gave me an impressed look.

I stretched back my arms and gave her a bored look. "Well I am amazing, what can I say?"

"Seems my modesty has already rubbed off on you." She raised her eyebrows and gave me a pointed look as I laughed.

"Hey Spencer, I need- well hey," Glen's annoyed tone rapidly changed as he spotted Ashley.

I rolled my eyes. Ashley smiled slightly and gave him a wave. I, meanwhile, mimicked gagging motions.

"I'm Glen. You've probably heard of me. Basketball pro." If I wasn't throwing up before, I sure as hell was now.

"Ashley," she answered politely. "And I'm not big on Cougar basketball." I snickered and corrected in her ear, "Cobra." She shrugged it off.

"Well now that I'm playing you should rethink that decision." He gave her a suggestive smile. Gross! Could he be any more annoying and obvious? He was practically eye raping her.

"Go away, Glen. Don't you have porn you can go look at or something," I suggested, sarcasm dripping from my words.

He walked away, giving a last smile to Ashley. "Not on my computer!" I yelled up the stairs after him.

"Boys are such pigs," Ashley said with disgust as she watched him leave.

I was glad she though so too, and also that she wasn't flattered by Glen's attention.

We headed up to my room and sat on my bed to watch tv. Remembering Madison practically drooling while explaining about the Homecoming Dance, I decided to ask Ashley about it.

"Ha!" Ashley scoffed, leaving me no doubt that she wasn't exactly pro dance.

"So that's a no?" I asked as she laughed.

"That's a hell no," she affirmed. "I've had plenty of horrible dance memories to convince me to avoid them."

"Well I don't see how I'll find a date. I probably wouldn't go anyway, but Madison is making us go," I complained, aware of how petulant I sounded, and not particularly caring.

"I'm sure that even if you don't find a date you won't be alone."

I gave her a confused look. "What do you mean?"

I was rewarded by an incredulous look from Ashley. "Well first of all, you're the new girl, which translates into fresh meat. Second," she ticked off, "you're a cheerleader, and already on the popular. Third, you're hot, so people would be coming up to you even with out all the other stuff." She said it like it was obvious, and I couldn't help the blush that covered my cheeks, and the pleasure that coursed through me.

"Well thanks" I said shyly, biting my cheek to clear my blush, and was rewarded by her nice smile.

Nice? How freaking old was I? Could I at least act like I had had a friend before? I was at least glad that I wasn't vocalizing any of these particular thoughts.

"So why don't you go?" I asked, keen to end my stupid thoughts, and equally curious. "I'm serious," I said as she laughed. "You obviously know a lot of guys, plus you're-" my voice dropped as I thought of how to delicately phrase my thoughts. "-well you're hot," I admitted. Yeah, way to go Spencer. Nice and delicate. I rolled my eyes at myself. "Guys would die to be with you," I finished somewhat lamely and very quickly, hoping to cover my "delicately" put words.

She considered for a moment. "Well that's all true," she agreed as if she was letting me in on a secret. "And I appreciate it, but all the same, I'm not going."

She must have sensed my disappointment because she put a hand on mine and apologized again. "I'm really sorry, Spence."

I leaned back against my pillow. "No, it's ok, I promise. I wasn't trying to pressure you into going or anything," I assured her with a smile.

Did I mention how much I loved that nickname?

"You'll have a good time, even if I'm not there and you're stuck with Queen Bitch."

I laughed and hit her arm lightly. "Well that Queen bitch is my ticket to the squad."

"Too bad it's also her ticket to hell," Ashley conceded.

"Ash," I laughingly chastised her, pushing her playfully.

"I'm going to have to hide all these bruises," she pouted playfully, her eyes looking sad.

I laughed but felt a little guilty about hitting her so much. I grabbed her arm to inspect her "bruises" as she called them. "Ow, ow," Ashley whined.

I smiled and poked her arm. "Does it hurt here?"

She stuck out her lower lip and nodded, giving me a brave face.

"You were a very brave little girl, Ms. Davies." I patted her hand fondly and gave her a reassuring smile.

The beaming smile that graced her face made me laugh and again appreciate having her as a friend. And again question how I had ever had any friends before.

Ashley headed home shortly after. Her mom called and insisted Ashley meet guy number seven. Ash's words, not mine. It definitely sucked to see her go, but I instantly felt better when she promised to call me later.

It was going on ten o'clock and she still hadn't called. And no, I wasn't waiting by the phone or anything, sheesh; I left a few times to use the bathroom. During dinner, I was so distracted that my family gave up on including me in any conversations.

And anytime I heard a noise, I immediately (and excitedly) would check my phone, only to be disappointed when I realized it was Glen scooting his chair forward, or Clay clinking his fork against the plate. Yeah, I know, I was crazy.

Needless to say, but ten o'clock I was beyond antsy.

By eleven I was borderline insane.

She finally called at 11:37- what, so I knew the time, so what? I toned down my giddiness, or so I hoped, and took a big breath before answering.

"Hey!" Yeah, I sounded completely cool. Insert eye roll.

Ashley laughed softly at my giddy answer. "Hey. Sorry it took so long. Seven insisted on getting to know me. Ugh, he was such a perv! I've never been hugged so much by one person. And he always found ways to touch me. Ew!" she ranted. "It sucked not even being able to text you."

I smiled. So it sucked for her too! "I was going to text you but I didn't want to interrupt." Which I knew was only slightly true. Mainly I didn't to seem as crazy as I really was.

"God, I wish you would have. I was dieing Spence." Ok, so maybe she was being a little over dramatic, but I quickly overlooked that. The fact that she missed me was still resounding in my mind.

"Christine Davies exposure should be limited," she finished, bringing me back to our conversation.

"Well I'm sorry you suffered," I laughed, trying my best to sound somewhat sincere. "If it helped, I was bored to death.

She paused as if considering. "…yeah, it helps a little." I could hear her smile and it made one appear on my face as well.

We talked for a while, and when I found myself yawning, I glanced at the clock and was shocked when I saw it was 12:30. Damn, we had already talked for an hour.

"Well sleeping beauty, sounds like you need some sleep," Ashley teased softly, and I couldn't help but wonder at the unknown tone in her voice, and couldn't help but be a little excited by it, though I didn't know why.

"Well not all of us wake up beautiful like you," I joked back, subconsciously lowering my voice as well.

A comfortable silence fell over for a moment before she broke it. "Alright, night Spence." Again the soft tone was in her voice, making me smile at it and the use of my nickname. Maybe one day I would get over it, but part of me hoped not.

"Night Ash." I turned onto my stomach as I hung up the phone, smiling as I put it on my night stand. Ten minutes later I still had that stupid smile on my face. It stayed until I fell asleep, or at least I assumed it went away.

Thus began our nightly ritual of pillow talk. I figured we would run out of things to say; I mean we talked every night, plus hung out every day. Yet somehow we never did. And through it all we got a lot closer. We were best friends.

I remember when our "bff" status became official.

We were driving to get ice cream from the gas station, part of our movie night ritual. The car was stopped at a red light, and we were some how on the subject of our friendship. Ashley had commented about how close we got, and I made a joke about how I just wanted the free rides in a nice care and that I really couldn't stand her.

She laughed. "Whatever, Spence. You know you're my best friend." And it's true, I did know. But that didn't stop the giddiness from building up inside, making me smile like a freak. I realized I did that a lot, smiled like a complete idiot.

"I know," I admitted shyly, and when Ashley's face broke out into a huge grin, I knew my smile would be a permanent fixture on my face. And that was before she hugged me.

Once her arms wrapped me, I was worried my face would split from the enormous size of my grin. I was sure she felt my smile, and if not that, than at least my heart beating fast. She didn't mention anything about it, for which I was grateful. I wasn't ready to answer any questions. I didn't even know if I had the answers. All I knew was that I had Ashley and that somehow, for the better, our friendship had changed after that.