Counting sheep was a load of bullshit.

This was something that Lilly had decided long ago. Whoever told some poor, defenseless little kid that counting some creepy farm animal was going to put them to sleep was a big fat liar.

Lilly rolled to her side and glanced at the bright red numbers on her alarm clock. "12:23," she read aloud, rolling back over so that she was lying on her back. She had gotten into her bed at 10:15, the same time Brandon had gotten into his bed in the guest room down the hall and so far she had counted 1037 sheep. "Early to bed, early to rise," he would constantly echo to her. God, it was annoying.

"Lilly!" a voice hissed from the doorway and the energetic blonde shot up in her bed and flicked on the lamp beside her.

"Jameson!" she said, clapping her hands together excitedly. "How nice of you to visit me, I-"

Her brother rolled his eyes. "Oliver's outside," he said.

A bemused expression crossed Lilly's face. "Oh," she said. "What does he want?"

Jameson sighed. "I don't know, for you to go talk to him?"

Lilly swung her feet around and stood up, stretching. "Well, did you tell him that I was sleeping?"

"No," Jameson said, smirking at his older sister. "Because you weren't sleeping."

Lilly stuck her tongue out at him as she walked past and skipped down the stairs. Flinging open the front door, she stepped onto the front porch, pulling her sweater tightly around herself. "Hello there, stranger," she said, flopping next to her best friend on the porch swing. "What brings you here?"

Oliver half-smiled at the bubbly blonde and shoved a small, styrofoam box into her hands. "Here," he said, slowly rocking the swing back and forth.

Lilly knitted her eyebrows in confusion as she stared at the box. She opened it slowly and smiled. "Fettuccine," she said softly. She slowly linked her arm through Oliver's and leant her head onto his shoulder. "Oliver, you didn't have to do that, I was fine with what I ate."

"You hate seafood, Lil," Oliver objected softly.

Lilly sighed quietly. "Well," she said, "Maybe I did, yes, but now I-"

"You still hate it," Oliver cut in. "I know you do." He sighed, shaking his head. "You don't have to tell Brandon, or whatever. Just take it."

He felt Lilly nod against his shoulder. "Thank you, Ollie," she whispered. There was a moment of silence before Lilly cleared her throat. "I was asleep when you knocked, you know," she said. "Otherwise I would've answered the door."

Oliver glanced at his watch and chuckled softly. "You weren't asleep," he said.

Lilly sat up and stuck her lower lip out. "Was too," she argued.

"Lilly Truscott, you have not gone to bed before two a.m. since we were three-years-old," Oliver shot back, shoving her playfully.

"Yes, well, Brandon says that-"

"Oh, well if Brandon says it, it must be true," Oliver scoffed, his mood suddenly turning sour.

"What? What are you talking about?"

"I've never known you to change because someone told you to," Oliver said, standing up so that he was turned away from his friend. He ran a hand through his brown hair and turned around, anger in his eyes. "But then again," he added, "I've never known you to like seafood or go to bed early, either."

"Okay, you're being ridiculous," Lilly said. "Is this why you came over here? To yell at me?"

"No!" Oliver sighed. "Sorry, I just…" he trailed off and came so that he was kneeling in front of her, taking her hands in his. "You don't need to change for a guy, Lilly," he said softly. "There will be plenty of nice guys who like you the way you are and-"

"You don't know Brandon, Oliver!" Lilly squealed, yanking her hands away from him and standing up. "Brandon is nice and Brandon does like me the way I am."

"Then why are you changing?"

"You wouldn't understand, Oliver," Lilly seethed quietly. "Just don't worry about me. I'm fine."

"You're my best friend in the world, Lilly," Oliver said softly, placing his hands on her shoulders. "Please tell me that's one thing that will never change."

It was silent for several moments and Lilly felt like she couldn't breathe. Pressing her eyes tightly shut, she finally let out a deep, shuddering breath. "You should go home, Oliver," she whispered. "It's late."

Oliver nodded. "Fine," he murmured softly. "If this is the way you want it to be, that's perfectly fine." Shaking his head with a mix of anger and sadness, he stomped off of the porch and into the darkness.

Lilly let out a sob. "Thank you for the fettuccine!" she called, hoping it would bring him back.

Oliver responded with silence.