Disclaimer: I own nothing.

Serenity's POV

The last two weeks of Summer Break were sir real; in a perfect kind of way. Yugi, the Pharaoh, Joey, Tea, Tristan and I spent every waking moment together. We went to the movies, hung out at the game shop and at night we sat in Yugi's room telling scary stories in an attempt to make sure no one got any sleep on those long warm nights.

But I had one main problem. During the day, my mind was clear and free. At nights, however, I dreamt of Him. In every one of my dreams Kaiba was a main player. His deep cold eyes staring through me…but I loved it. In my dreams I almost craved his presence.

I knew I was being stupid. I did, really. Kaiba was untouchable. Not only did Joey loathe him, he loathed everyone else. He was heartless and cold. Pretentious, rude, stubborn, and mean. I hated him. But I couldn't escape the feelings that had run through me that last time as he flew away on his chopper, staring down at us. I felt so pathetic. But part of me was nagging that there was something more to him then what the surface showed! I was sure of it! When I asked Tea what she thought all she said was, " I don't really know. In all the time I've spent with Kaiba I've never seen even the smallest inkiling he cared about anything but Mokuba or his company.

Yugi told me, "May be you should ask him. No one could give you a better answer than the man himself." Damn Yugi and his big, trusting heart.

"Yugi!" I yelled at him, "He would KILL me!" It was then the Pharaoh chose to step in.

"Serenity," he said, the faint traces of a smile on his face as I slammed my head against the floor in frustration. "No one shows everyone the whole truth about who they really are. The fact that he has the ability to love and care for Mokuba more than he cares for himself tells us that he has the ability to feel and to care. Let that be enough."

And I thought that was that. The Pharaoh was right. Of course he was right…the Pharaoh had an uncanny ability to see through to what you really wanted to know and tell you the harshest possible truth-though he was never ever wrong. So I let the subject drop and the dreams stopped.

Then came Music Class. Kaiba was in my class. The teacher (a devilish woman with a gray rat nest of hair) sat us next to each other.

He smelt amazing. The jerk was wearing an obviously expensive cologne. The kind that, when you smell it you close your eyes and drift into a hypnotic state until someone pulls you out of it.

"Wheeler," his icy voice brought me back with a jolt.

"Kaiba." I said, using the same cold tone he had used.

"How's the mutt?"

"Shut up, Kaiba." I whispered. It wasn't the most intelligent thing I could have said, but it wasn't the dumbest either.

"Careful, Wheeler. One day your stunning verbal gymnastics may leave someone dazed and drooling on the floor. And you wouldn't want that, now would you?"

I had no response for him. How dare he! I looked over at him and saw the tiniest traces of a smirk tugging at the corners of his porcelain skin That sent me over the edge.

"You think you're real smart, don't you? Well I have some news for you- you aren't impressing anyone!" He turned his head to look at me.

"You and your little group of miscreants opinions means nothing to me, Wheeler."

"Then how come you're trying so desperately to beat Yugi in a duel? If yo don't care about anyone else's opinion then who cares who holds the title if you really believe you're better?" I narrowed my gaze and watched as his deep topaz eyes lit up with hate. He opened his mouth to respond when, but Mrs. Walker beat him to the punch.

"Do you and Mr. Kaiba have something you want to share with the rest of the class, Ms. Wheeler?" My head snapped around to look at her. The wrinkles around her mouth were so deep that her lips looked as if she was in a permanent state of anger and scolding. It made it difficult for her students to know when she was actually angry and when she was just teaching. Of if she were both all the time.

"No ma'am." I said, still feeling Kaiba's gaze on my face as it started to glow red with the blood rushing from the rest of my arteries to fill my cheeks.

"Then I would appreciate it if you two would save the flirting for when I'm not teaching. Thank you." She raised one badly drawn on eyebrow and walked back to the front of the room. My face as if it were on fire as I looked around at everybody staring at me and Kaiba. Looking over at him, however, he looked perfectly calm and composed. As if nothing had happened. How did he do that! Looking closer, I saw that an even bigger, more arrogant smirk had found its way to his perfect face.

"I HATE HIM!" I yelled, after telling Tea what happened in class. I ran a frustrated hand through my tangled red hair. (side note: no one really knows where I get my red hair. My father is brunette and my mother is blonde. Joey got the blonde…but me? I think it looks all right anyway.)

"We told ya, sis. Kaiba's a jerk."

"I know! But the arrogance that is rolling off of him is tangible! It's…Unbelievable!" I continued shouting. I know I shouldn't have been as shocked about his arrogance as I was; but I couldn't help it.

I was about to start shouting obscenities when I saw him walking across the schoolyard toward out lunch table. I felt the blood rushing to my face yet again, so I moved my hair to cover my face and looked down. It looked as if I were intently studying my shoes.

The crunching of the grass coming closer and then stopping right by me made my heart race. Looking to the left I saw a familiar pair of brown shoes.

"Fantastic display today, Wheeler. Brava." Kaiba's deep voice said, accompanied by mock applause.

"Shut up, Kaiba." I heard Tea say. I cringed, knowing he was going to make some rude sarcastic joke that would get Joey going. But Kaiba didn't respond. Instead, he leaned down close to my ear and whispered, "That color looks good on you, Serenity." And then he was gone.

One minute I felt his hot breath on my neck, and the next just a cool breeze.

"What did he say?" Yugi asked, putting his arm around my shoulders.

"N-nothing. It was nothing."

I was so embarrassed that I could hardly summon ant sound to my voice, and when I did, it betrayed my by cracking.

"You sure?" I was about to answer, when I felt someone walk up beside me and my heart literally stopped.(I read somewhere that it is physically possible for your heart to stop for a moment and then re-start on it's own.)

"Hey, Serenity." Duke Devlins voice greeted me warmly. I may have smiled, but I could still feel Kaiba's breath on my neck and hear his voice in my ear. Duke sat down next to me and put his arm around my waist. Yugi moved to the other side of the table(moving to sit extra close to Tea, I noticed)

"I saw Kaiba over here, you all right?" he said. I didn't believe the concern in his voice. To be polite, though, I looked up at him and smiled.

"Yeah. Just Kaiba being Kaiba. How are you Duke?" I said, standing up in a mock attempt to stretch my legs before sitting on the grass (while I was really just trying to get away from him. He was way to close for comfort)

And from that point on for the rest of lunch everyone in our little group talked about dueling and the tournaments and things that I never really cared about. So, instead of listening I just kind of zoned out and started trying to figure out what it all meant.

Was Kaiba complimenting me? Or mocking me? I kept thinking about his eyes and his cologne so close to me-gouging a hole straight through me.

'Knock if off, Serenity.' I heard the reasonable part of my self say in my head. 'He's a jerk. He's playing with you. DUH! And you're letting him get to you! Shame on you'

I looked down at my white and pink flowered tank top and smiled. I swear I heard the voice in my head sigh.

The piercing ring of the school bell brought me back down to reality. I gathered my books and was walking toward the school house when I felt a hang on my shoulder.

"Hey, Serenity," Duke said matching his stride to mine. His bright green eyes stared down at me nervously, a crooked smile on his lips.

"Oh…uh…Hey, Duke." I said. We were walking into the school now and I felt the air conditioner blow pleasantly across my face.

"You look beautiful today. Serenity. But then again, you look beautiful every day." He said, his voice dripping with fake charm that most girls would have gone weak in the knees for. Instead I just said, "Thank you Duke." I tucked a strand of hair behind my ear.

We walked the rest of the way to my class room in silence. I was contemplating the fact that Duke's comment hadn't had nearly the same effect on me as Kaiba's cryptic whisper had. When we reached the classroom I turned to look at Duke and said, "Well, this is my stop. You should probably get to class as well. You don't want to be late."

"Yeah, yeah. Of course," he said, clearly not listening. "Serenity, there was something I wanted to ask you. Would you l-" Just then the late bell rang and I ran to my seat. Not because I was afraid I was going to be counted as late. I just didn't want to get into it with Duke.

I liked Duke well enough-but he just wasn't my type. I wanted something…else…not better necessarily…but different.

Besides, I had been told Duke tended to get hostile when he got angry; and I was just not up for that particular challenge. I had MORE than enough drama in my life.

Later that night, while I sat on my bed doing some English homework(okay, I wasn't doing it so much as bsing my way through it when my translucent purple phone rang. I picked the handset off of it's cradle which was sitting on my bed and said, "Hello?" I was sure I hadn't given my personal line out to anyone except Joey.

"Hey," I heard a somewhat familiar voice say on the other line.

"Who is this?" I asked

"Duke Devlin." He sounded offended.

"Oh. I mean, hi. What's up?"

"Well, I didn't get a chance to ask you what I wanted to ask you today. You know, the bell and then Joey." I quietly snickered.

Earlier that day, Joey had sensed something was going on Dukes mind and very obviously did everything in his power to keep us apart. He kept standing between us and cutting Duke off when he tried to speak to me directly. I had never loved my big brother more.

"Anyway," Duke continued, "I was wondering if may be you would like to go out with me some time. To dinner or a movie."

I took a deep breath. Get ready for awkwardness.

"Duke, that's really sweet . Really…but…I just think that it would be awkward. I mean-you're one of Joey's best friends and I'm his little sister. I'm moving in with him in two weeks. If it didn't work out…you know?"

"How about dinner tomorrow night?"

"Duke! Are you listening!?"

"Oh. Don't worry about Joey. I'm giving you what you want. Me."

"The answer is no, Duke." I said sternly, through gritted teeth.

"You don't have to be such a bitch, you know. You would be lucky to have a guy like me. You're lucky have a guy of my status even talking to you." I rolled my eyes and hung up.

Two seconds later the phone rang again.

"LEAVE ME ALONE!" I yelled when I picked up, hoping this time it would get the message across.

"So I see you have caller ID." Another painfully familiar voice answered me.

"What do you want, Kaiba?" I asked, a little angrier than I meant to. (but immensely relieved I neither stuttered nor did my voice break)

"I was wondering if you would like to have lunch together tomorrow." His voice was smooth and calm.

"Why? So you can insult me some more?"

"Have I insulted you once this entire conversation?"

"No. But I would assume it's not as gratifying over the phone."

"You would assume wrong." He mostly muttered to himself; then, "You frustrate me like no other creature on this planet, Wheeler."

"My names Serenity." I growled. I was not in the mood.

"Serenity."

"Yes."

"The truth is, I have something I would like to talk to you about, and I would prefer to do it in person. If you wouldn't mind." For the first time his voice lost the monotone and took on some real emotion-something I couldn't quite identify. That's probably what made me say yes.

"Sure."

"Tomorrow, then." He said, and hung up.

"Tomorrow." I whispered to myself, smiling and hugging the phone to my chest; all thoughts of Duke lost for the moment.

The next day I hopped out of bed, exited for the coming day. I found it weird how exited I was about a lunch with my brothers worst enemy. Fortunately, there was little chance he would find out. Joey had lunch detention(again) so the gang would be split up.

I chose a pink halter top and white mini-skirt with matching white tennis shoes. In all my life I had never spent so much time or effort on my appearance, that I felt a little strange walking out of the house and through the halls all dolled up with just a touch of makeup and my hair up in a glittery little clip.

My day was made better by the fact that Duke didn't appear to be at school. I had worried that because of the night before, he would be watching my every move. Someone as arrogant as Duke would assume that the reason he was turned down was not because he was a pompous raging lunatic, or even because the awkwardness between us if it didn't work out. He would assume it was because I had a boyfriend, and the last thing I needed was for Joey to find out I had lunch with Seto Kaiba even once.

I did start to panic, however, when Kaiba wasn't in class. Then I found a note dropped inside my locker written in long curly letters that simply said:

Meet me behind the oak tree at the back gate

S.K

Walking across the school yard after the first bell for lunch rang, I felt increasingly nervous. What if this was a practical joke? What if he was kidding when he called and I didn't get it? What if he had the wrong locker? What if…

And then there he was. Reading a book, long legs stretched out in front of him, his back- straight and tense- leaning against the tree.

"Hi." I said, walking up beside him. He didn't even look up from his book. I stood in an awkward silence for a moment before I took a step to walk away. Kaiba's voice stopped me.

"You can sit." He said.

"If you're going to be a jerk I can just…" I started.

"All right." He interrupted, "I apologize. Please, have a seat," he continued, closing his book and gesturing to a space beside him.

I knelt next to him, tucking my hair behind my ear.

"So, what did you want to talk to me about?" I wanted to appear strong a confident-but my voice faltered as he turned his icy gaze on me.

"What, no small talk?" he raised an eyebrow.

"How are you?" I said sarcastically.

"Fine. And yourself, Serenity."

"Fabulous. Why weren't you in class?"

"Work."

"But you made time in your busy work schedule to have lunch with me?"

"Precisely." I rolled my eyes.

"What did you want, really Kaiba."

"That's not fair, you know."

"What's that?" I asked, tilting my head to the side.

"You get angry with me for you by your last name, while you continue to call me by mine."

"When you call me 'Wheeler' it's meant as an insult." I said, matter-of-factly.

"Not necessarily. I never said it was an insult. You assumed." He was right, of course. Not that I would ever admit that to him.

"Your tone made it clear." He laughed. It was strange to see him exhibit such an emotion. It was so…human!

"Misperception, obviously." He smirked.

"You look better when you smile." I blirted. He raised one perfect eyebrow again.

"Thank you." he said.

There was a moment of uncomfortable silence then,

"Soo…why am I here?" I asked. He smiled. A real smile this time, one that brightened his entire face.

"Are you going to eat?" he asked, casually gesturing toward my backpack with long, tapered fingers.

"You're stalling." I accused, pointing a finger at him, narrowing my eyes.

"All right," he said, his icy mask returning, though his eyes stayed gentle.

"My company hosts a large Halloween party every year. Usually I go alone or bring Mokuba. This year, however, I promised a Japanese associate that if I came without a date, I would court his daughter. It was the only way to close a very important deal. Unfortunately, his daughter repulses me. So, in order to save face as well as avoid a massive and otherwise unnecessary headache-I would like you to be my date. Unless you have plans with your brother and the Geek Squad." I glared.

"You're not winning any points, you know."

"I apologize," he said simply. I waited a moment before I answered.

"Why me? There are a thousand other girls who would kill to be your date-probably literally-and you choose me? The little sister of your arch rivals best friend? Are you sure you aren't just trying to make Joey angry?" Kaiba sighed deeply, leaning his head against the trunk of the tree and closing his eyes.

"Serenity, I have spent years trying to find a woman my age who is dignified and classy. Yes, I could have my pick of any of the girls in this school should I so choose-but they are neither dignified nor classy. You are both, and I trust you won't embarrass me. You are, of course, free to say no."

"What would you do if I said no?" I asked. Genuinely curious. Kaiba lifted his head heavily and stared at me. He looked exhausted.

"Fake my own death." He said, quite seriously.

"Well! We can't have that!" I mocked. I thought I heard him chuckle, but the sound was to low for me to be sure.

"Is that a yes, then?" he asked.

"Yes. It's a yes." I smiled at him, a smile that grew larger when I saw that he was smiling along with me.

"Thank you. Now eat," he said gently.

We spent the rest of lunch talking about the trivial things in each of our lives. His guard never fully dropped, but he laughed quite often as we spoke.

When lunch ended, my heart was bursting to the seams with happiness.

"Goodbye, Serenity. I'll talk to you tomorrow," he said quietly, offering his hand to me as he stood. I smiled.

"See you tomorrow." And with that, he left for his limo while I left for English.

A/N: You know, that was 18 pages on paper? And yet it's only what, 7 here:Sigh: Oh well. Let me know what you thought. The next chapter is Seto's view on this whole thing. Probably much deeper…more uncovering of the man behind the blue eyes…lol. Talk to you soon!

Vamarlla