Author's Note: Thanks so much for the reviews! Here's chapter two! This chapter is in Zack's point of view.

Warning: Slash and language (only two curses in chapter one and two in this chapter.) You have been warned.

Disclaimer: I don't own anything related to School of Rock and The Who owns the songs mentioned throughout the fic (Real Good Looking Boy and Old Red Wine.

Dedication: For NoSleepTonight and imjustagirl0077. Thanks for all of your inspirational reviews!

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"Zack, why do you always listen to this song on repeat? What's so great about it?"

I shrugged, should I tell him?

"Zack? What are you keeping from me?"

I sighed, "Freddy, I listen to this song all of the time because it's how I feel. The song… is basically my life. Everything that I feel is reflected in the song. It's almost like Pete Townsend wrote that song for me. I guess the song kind of gives me comfort because it makes me realize that I'm not the only person that has ever felt like that."

"What do you mean Zack? What about the song is like you?"

"I never had it good growing up—you know that. My entire life I had my parents putting me down and telling me that I was ugly or a worthless piece of shit. I never had a reason to have any faith in myself. If I walked up to my mom and asked her if I was good looking she would probably be just like the song and she would tell me that I'm ugly. Another way I feel like the song is that I never felt like I had any importance in the world until I met you. When we met when we were ten my life started to look up for me, then we started dating and things got even better. But I never understood why you would want me. I'm nothing special and you could have anyone you wanted so why would you pick me? So in that way, you love me even if I'm not attractive and even if I'm not perfect and that's just like in the song."

"Oh, Zack. I love you—you know that. You're beautiful. Inside and out. I never knew you felt that way. I don't think I'd be able to live life without you by my side. There may be no such thing as perfect but in my eyes you are perfect. I hate knowing that you're so hard on yourself and that you have so much doubt. Screw your parents, they don't deserve you. They spent all their time trying to put you down when they had no reason to. You're going to make something of yourself someday, Zack, and then they'll regret everything they ever said to you."

"Do you really think all of that Freddy? I know you love me… but… I just can't understand why."

"Why do you love me?"

"I…I don't know. I just do. I guess I knew I loved you because whenever I saw you I felt my chest tighten and my breath quicken, if I did something embarrassing in front of you I would blush as red as a tomato, I thought about you all of the time, when I saw you with another girl or even another guy it made me jealous, I could barely go a day without thinking about you or wanting to see you. But mainly, the feeling I got when I was around you made me realize that I was in love with you. I never thought I would have you but then one day you surprised me and you kissed me and everyday I wonder why out of everyone in the world that you could have, why did fate bring us together? What made you love me?"

"You made me love you. I love you for you. I don't care how much money you have or what you look like—that doesn't matter. You're one of the nicest and most caring people I will ever meet. The nineteen years you've been alive you've got nothing but shit from the people around you and you don't deserve any of it. You started out as my best friend but I needed you as I much as you needed me and I started to love you."

Maybe Freddy's right. Maybe I don't deserve everything that I've gone through. Maybe I shouldn't be so hard on myself and maybe I shouldn't doubt myself so much. Maybe I am worth something in this world. Maybe I do deserve Freddy.

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Author's Note: Okay, so there's chapter two. There will be at least one more chapter maybe two. I'm not sure yet. I'll try to have the next chapter up as soon as possible. Please review!