AN: Well...yeah...wow, I guess I'm continuing this. I hope there are people sitll interested in reading it.

Oh, and a general announcement, if you don't like my chosen pairings, the solution is simple, LEAVE and leave it unsaid. Do not waste my time with a review stating your opinion on the matter not only as if I'm supposed to give a crap but in a manner that sounds as if the pairing I'm writing alone makes my story horrible. If you're going to write me a review, it damn well better be a review rather than an off-handed comment about what *you* prefer. Because honestly, I don't give a damn. This is my story. Got a problem with that? Then write your own goddamned story. On a final note, Carl and Hoodsey? Ew. And I repeat. Ew. I do not understand the best friend slash that's so popular amongst cartoons like this (ie. Otto/Twister). Seriously, get creative people and learn a thing or two about chemistry. Once more. EWWWW.

Also, it'll be discussed later in the story, but my Carl is not gay. It comes up later and is actually a main conflict point...or, leads to a main conflict anyhow. I think the best definition I could give for him in this is "bi-sexual" but he's not really that. Like I said, it'll come up later.

So everyone knows, because I know a lot of readers were concerned, this is not going to be either a "Carl and/or Blake find out they have an STD and most cope with it" or a "everyone must come to terms with Carl being homosexual" story. Please, don't look for it to be a stereotypical slash story and just **READ** it. I hate when people pass judgement on something based on previously read stories. Give my creative mind a little more credit than that. Thanks.


Chapter 3:

New York was a bustling place, alive with cars and crowds, a rippling wave of millions of people with places to go and things to do. Though the Foutleys had always been a small town family best suited for the suburban life, Carl was the venerable black sheep in all ways including his propensity to meld easily into the new city where his mother and sister would have stuck out like sore thumbs. He found he liked the high energy, antisocial, and rude mannerisms of New Yorkers. Loud, obnoxious, abrasive; these were his kind of people. He marveled at the wondrous feeling of finally being in an atmosphere in which his personality quirks, or most of them anyway, were considered the norm.

Carl bought a bagel and coffee from the first food place he came across and walked the direction of the University, luxuriating in the "rough and tumble" society he'd stepped into; it was so different from Sheltered Shrubs. He'd spent a lot of time in the city over the summer under the pretense of familiarizing himself with the area in which he would be continuing his education. Though not a complete lie much of that time was spent with Blake. They would meet in the city at a hotel and spend half the day in the room. Eventually they would leave and sightsee, and Carl had found he liked what he saw. Perhaps for the first time in his life he truly felt as though he belonged, a feeling he'd taken for granted as a child when he preferred being different.

Carl couldn't fully enjoy the city as he wanted, however, as his thoughts lingered on that morning's spat. He chewed his food thoughtfully, pausing to glare in the window of some boutique though not really looking at the merchandise displayed. He sipped his coffee and mulled over the emotions that had spiraled though his mind in that shower and after. Fights weren't unusual between the two lovers, foreplay Carl sometimes jokingly called it, but he was still disappointed that they hadn't lasted long before their first in the new apartment.

"Tested," Carl muttered, peevishly shaking his head and moving on down the sidewalk again. He tossed the rest of the uneaten bagel, nearly half, in a trashcan along the way and continued sipping his coffee. His mind was reeling with fresh anger at the suggestion as he pondered what had inspired the idea. He smirked; maybe Blake had watched "Rent" one night to fend off the loneliness of the apartment.

It wasn't as though testing could change anything if one of them had picked up an STD from another partner. The two boys had been sleeping together for a while now. It had been – what? – two years since that first act, though their subsequent relationship had only formed the middle of senior year, and between that time intimacy had been infrequent, at times, non-existent. Carl, his mother a nurse and stepfather a doctor, had always made sure that they used protection. Since puberty he'd spent many a night listening to lectures guised as clinic horror stories from the parentals, and even though the moral was always abstinence, the ultimate message had boiled down to "…but if you're going to do it, protect yourself." As Carl teasingly put it to his younger lover, "no glove, no love", which always gained a pleasant blush.

To the back of his mind, Carl thought of how Ginger, considered the more responsible of the two Foutley children, had never received such talks from mom but faith in her judgment on such matters was probably not misplaced. Ginger had remained a virgin until her sophomore year of college, a fact she did not know Carl was aware. He smirked subconsciously. She still thought he was a virgin.

Carl wasn't an idiot. Or a complete one, anyway. He knew the rumors that had floated around about Blake all through high school. Angel on the outside but rotten to the core. And Carl wasn't so foolish as to think there wasn't truth behind the things their peers had maliciously whispered about the blond. He didn't care much or tried not to, they had all hated Blake for the same reasons Carl had, but people changed, to that he could attest more than anyone, especially after said people had been through as much as the Griplings.

In childhood, Blake had been rich and spoiled, his every whim granted by his doting butler, Winston. Then Prescott Gripling, Blake's estranged father, was arrested for insider trading. The family accounts were frozen and assets seized pending trial. While Prescott was given a cozy cell in an upper scale prison designed for white-collar criminals like him, his wife and children were left homeless and poor. To tell truth, Carl had been overjoyed by the event and even now he didn't regret feeling that way. Blake had been a snob, plain and simple, who gained sick pleasure from flaunting his family's fortune in the faces of his middle-class classmates. There wasn't a single soul who didn't revel in seeing the pristine prick kicked to the curb.

Sex, drugs, alcohol, they all became known associates of the young blond and the rivalry that had existed between Carl and Blake since earliest childhood disappeared overnight. At the time, Carl hadn't concerned himself with it. His own family dynamic had been shifting; Dr. Dave was marrying his mother and talking about moving the family and Carl had been focused on rekindling his romance with Noelle. So there was a long period of time during which the boys had fallen off one another's radars. They didn't know what was going on with the other and neither could care less.

Now Carl found himself wondering if his past relations played less of a role in Blake's new concern than the younger boy's own personal demons. As well, Carl knew Blake loved him. He spent far too much time trying to please the older boy to just throw it all away by being unfaithful.

While Carl knew that getting tested wasn't a big deal, that it would not – at least he hoped – change anything between the two, and that on a certain level his mother would even be proud were she to know about such an uncharacteristically responsible act on his part, he couldn't fight the bile that the idea brought to the back of his throat.

Getting tested, having to get tested, meant confronting Blake's past. If rumors proved true then Carl didn't know if he was ready to handle it.

By the time Carl had reached the University, he had finished and discarded his coffee. The campus was just as busy as the outer lying city but there was a different atmosphere to it. It was youthful, optimistic, and brimming potential. Carl wasn't sure he liked it. The place was filled with competitive, bright-eyed and bushy tailed coeds eager to prove themselves to their parents, to their peers, to the professors, and to the world. They strutted about putting on airs, thinking they'd made it simply by being admitted to the university even though Carl knew after graduation the majority wouldn't find work in their chosen field of study.

The freshmen were easy to pick out, though Carl knew not a single one of them. They were the youngsters, who, having just achieved the title, shamelessly waved about their adulthood as though all they needed were a megaphone to announce to the world, "my opinions are valid now!" Oddly enough, at the same time, they all seemed lost and overwhelmed. Sort of the way Carl was beginning to feel as he made his way towards the Student Resources building.

The counselors office was packed wall to wall with cranky looking new students eager to get the first weeks leading up to classes over with and slip into a steady routine of schoolwork and socializing. Carl pushed his way to sign-in and whistled low at the estimated wait time.

"That accurate?" he queried of the secretary situated behind the sign-in desk and she eyed him wearily.

"No," she drawled, leering over a large stack of paperwork at him, "It's gonna be a lot longer."

Carl offered up a sarcastic smile that the haughty woman didn't return, wrote his name on the sheet, and maneuvered through the crowd to an empty place by the wall. He leaned back and folded his arms over his chest. Having been in town earlier, Blake had already taken care of his own registration and Carl added that slight envy to his residual annoyance at the undeserving boy.

"This is insane," a voice piped beside Carl and with vague interest, he glanced at the petite young woman standing idly beside him. Her hair was chopped short and jagged, dyed black with baby blue tips. She had several silver loops in each ear, and was dressed in thin colorful layers, striped fingerless gloves, a billowing patterned skirt, and black Doc Martins. Her outfit was so busy it made his head spin. She looked up at him expectantly with thickly lashed eyes outlined in ebony and he flickered her a half-hearted smile.

"Well, you didn't think you'd be the only student enrolled here, did'ja?" he replied.

"I was hoping," she joked, and then shrugging, said conspiratorially, "This must be a ploy to force us get to know each other. Cramped in here like sardines its hard not to, huh?"

"Yeah," Carl agreed, then motioning his head to the rotund brunette bouncing in front of him, he whispered, "I think I got to second base with her on my way over here. Think I should ask for her number?"

Carl's new friend gave the other girl a mock once over before shaking her head firmly and attempting to keep a straight face between giggles, told him, "Way out of your league," then with a sly smile, "Besides, she doesn't seem your type. I'm seeing you with a more Martha Stewart-y kind of gal."

Carl laced his fingers behind his head and glanced up at the ceiling, smirking more to himself than to her, "Yeah…besides, my boyfriend wouldn't approve, either."

The smile slipped from the girl's face and for a split second something unreadable flashed in her eyes and he caught his breath.

Carl wasn't entirely certain why he'd said it. Back home, in Sheltered Shrubs, no one knew about his relationship with Blake. In fact, the only souls in the world who knew other than the two boys involved were Winston and Courtney, and for Carl, that was already too many people. He and Blake hadn't spoken much about it yet but seemed to agree that as far as their peers at the University would be concerned they were roommates, maybe childhood friends, but nothing more.

"Really?" the girl quipped, surprise evident in her tone. She had placed hands on her hips now, tilting her head to the side in a cutesy manner. The smile coolly slipped back into place and she said, "You know, I have an excellent gay-dar, and I did not have you pegged."

"Because I'm…well…not…not exactly," Carl mumbled, frowning at the ground and crossing his arms, slightly frazzled. The girl looked around the room in stun before returning her gaze at him and dropping her voice to a whisper.

"Still in the closet?"

"Closet…? What closet?" he returned, eyes fixated on the secretary at the sign-in desk.

Carl's sexuality was a topic he couldn't bring himself to discuss with his closest friends and family that loved him and that he in turn loved. There was no way in hell he could discuss it with a girl he'd just met whose name he didn't even know in the crowded waiting room of the school counselors' office. She must have caught on because she straightened her posture, cleared her throat and found a subject change.

"What are you majoring in?"

Grateful of the girl's seeming intuition and trying to lighten his mood again, Carl grinned easily and slipped into his usual charming, if not slightly strange, self.

"Well, I'm not decided yet. I was thinking perhaps mechanical engineering, it's always been a dream of mine to build an army of robotic chipmunks, scary enough as they are in the fur if you know what I mean," he rambled off as the girl quirked an eyebrow, "But microbiology has caught my fancy as well. Just imagine the viral infections I could design. Maybe one that causes large bright orange welts and excretions of slime?"

"Wow," she responded, half-teasing, "Compared to that my Communications major sounds lame."

"Well, nothing you can do about that…" Carl chuckled.

The secretary at the desk called out into the crowd, "Aubrey? Aubrey Mae?"

"That's me," the girl chirruped to Carl, extending a hand and claiming, "It was nice meeting you…?"

"Carl," he replied, shaking the offered hand, "Carl Foutley. And right back at 'ya, babe."

"Carl," she repeated with a toothy grin, "I'll see you around, I guess." He nodded, smiling, and she turned, weaving her way through the crowd to the front.

Carl watched Aubrey's retreating form with mild interest as he was left alone again with his thoughts. She was sweet, a little off which he liked in a woman, and she was pretty in an understated sort of way. He slumped against the wall, lowered his head and closed his eyes, affectively turning his surroundings into nothing more than a mere buzz of incomprehensible conversations.

In the closet. It was a phrase Carl had never really thought to apply to himself. True, he was in a relationship with a boy, a fact he kept hidden from most everyone in the world, but he kept a lot of things hidden. Secretive was his nature. It wasn't that he liked hiding it from his family though. It just was too hard to talk about and not because he was 'trying to cope with being gay'. If it were just that, things would be easy.

However, as in all aspects of life, Carl was weird and while usually he relished his abnormalities, this was one thing he wished he could be more normal about…or at least, less different.

Less different. Carl snorted softly, smiling to himself as the crowd shuffled around him and time ticked on. His entire life people around him had wished he would act less different. It took eighteen years but he'd finally joined them.

That's right. Those had been Hoodsey's words. It was the second week of freshman year; that point when the school year was less new and people had fallen into the ritual of everyday. The flocks of students had meandered of into smaller herds and found their place on the high school social ladder by then, as well. They had their group of friends and had just finished the process of marking territory. The bathrooms, the water fountains, or under the bleachers were all taken, claimed by the kids at the top of the ladder. Most students would have to settle for loitering in the atrium or even meeting in front of lockers, top locker residents having dibs, of course.

Carl would have been more than satisfied with the bottom rung of the social ladder with Hoodsey and Noelle at his side but that year Lois had given her son a choice; either go out for a sport or spend after school hours volunteering at the clinic. He had snorted, not much of a choice. Evenings with Dr. Dave and mom? No thank you. So, not entirely certain what he wanted to play or what he would be good at, he auditioned for every sport at the school, dragging Hoodsey along with him of course.

To no one's surprise, Carl was a poor team player. He tackled everyone without prejudice during football, failed to pass in basketball, and refused to differentiate between nets on the soccer field. However, shocking everyone but himself, it turned out he was an incredibly fast runner with stamina to boot. Lucky High School's track and field team was the worst in the state, probably in the nation. Watching Carl gracefully and effortlessly sprint the 100 meter, breaking the school record in the process, left the track and field coach in tears of joy.

"Make room in the trophy case for us," he'd proudly proclaimed to no one in particular, as he slapped an arm around Carl's shoulders, the boy glaring uncomfortably at him, "We're going to state!"

That had been Monday. By Thursday, everyone at school had heard about the new track star. Suddenly Carl wasn't the "weirdo that makes dog noises in the back of class" but "the speed demon man", or depending on who you asked, "cutie with the running shoes".

At lunchtime it was as though everyone had assigned tables they would sit at with their usual group. The more popular students got the better tables like the one the football players and cheerleaders occupied tucked at just the right angle in the far back. Hall monitors, who spent their time wandering the front of the cafeteria, had a poor view of it. The less popular students, on the other hand, got the poorly placed tables like the band geeks whose usual table was located in front of the bathrooms. Every time the door opened the smell of excrement wafted out.

Carl made way to his usual table, brown lunch bag in hand. He plopped a kiss atop Noelle's curly head before taking the seat across from her and Hoodsey, both of whom had trays of cafeteria gruel in front of them. They exchanged a look before seeming to eye him strangely.

Carl glanced between them then scowled and sighed heavily.

"Okay. What did I do?" he demanded. Noelle shook her head, working on her lunch as Hoodsey forced a glimmer of a smile.

"Didn't think you'd be sitting with us, is all," he murmured. Carl looked bewildered.

"Where else would I sit?"

Neither said a word, though Noelle did return his kiss with a quick brush of her lips to his cheek. So Carl shrugged it off. He opened his lunch, pulling out a peanut butter and pickle sandwich – his new favorite – a bag of wasabi peas and a can of Hawaiian punch. A gaggle of girls with fashionably styled hair and make-up slathered over their faces wandered by the table. They paused; distantly Carl noted that their attention was entirely on him.

"Hi Carl," they all said in varying forms. He glanced them, offered a brief smile and nod of his head.

"Ladies."

The girls broke into a fit of giggles and wandered away into the crowd of the lunchroom. Carl caught Hoodsey watching him bemused and Noelle was focused on the tabletop, absently pushing the food around on her tray with a fork. Whatever was eating at them was starting to eat at him. He couldn't stand the way they kept glancing at him when people walked by and called his name. They offered up little comment when he told the story of his latest efforts trying to convince his mom to let him get a new puppy after Monster had passed on middle of seventh grade. It was seriously beginning to grate his nerves until finally he plucked Hoodsey's lunch tray off the table and slammed it back down in disgust. His companions jumped, along with everyone around him, looking to Carl with wide eyes.

"What is going on?" he demanded again, glaring between the two as the rest of the lunchroom settled back into conversation, "You're both acting like cheesecake pudding got taken of the cafeteria menu."

Noelle and Hoodsey shot each other looks, which only served to further frustrate their friend. Then Hoodsey sighed heavily and Noelle decided to bite the bullet.

"It is not the pudding," she stated firmly, then seeming to carefully pick through her words, continued with, "It's just that…things…are different."

"Things?" Carl pressed, raising a skeptical eyebrow. Noelle chewed her bottom lip momentarily.

"You are different," she finally relented, lowering her eyes to her food again.

"Got news for you, sugar, I've always been different," Carl snapped harsher than he'd intended, "It is an integral part of who I am."

"And it is that which I love about you but you are not so much in that way anymore," Noelle went on, daring a peek at him through sparse lashes, "You have…changed," again carefully choosing words, "We worry."

"And then there's this track and field thing," Hoodsey threw in, which drew an exasperated sigh from Carl.

"I told you," he exclaimed, "Lois forced me but it's not going to change anything. I'm not going to start sitting with the jocks and I'm not going to stop planning the next Creep-fest and I'm not going to leave you two behind."

"But, it started before that," Noelle interjected, "I do not know what this thing is but it is there and it makes you not you."

"Yeah, Carl," Hoodsey agreed quickly, "You're not the same. I never thought I'd say this but…can't you be a little less different?"

"I'm not the same? Look who's talking," Carl growled as his eyes burned into Noelle, disregarding Hoodsey all together. He knew his best friend; hurtful as his few words had been Hoods wasn't behind this 'intervention', "You've been acting different for months now. We don't talk, we don't hang out, we don't make-out! It feels like we're fighting but I don't know what about. Sheesh, you've gotta give me a clue here, sister."

"Did you ever think perhaps I react to you?" Noelle shot back, jabbing a pointed finger in the air his direction, "Talk? Hang out?" she spat the words into Carl's face, as though obscenities, "You do not want to do these things. All you say is 'make-out', 'make-out', 'make-out' but I do not think you even want that!"

Carl shoved his half eaten food away, glaring down his nose at his girlfriend for a second before pulling himself from the table and stalking from the lunchroom, a few curious stares at his back. Noelle pushed her own food away, crumpling to the table in unshed tears. Hoodsey placed a comforting hand on her shoulder.

"He's just got things on his mind," he softly assured the sobbing girl.

"Things," Noelle murmured angrily, "What things can he not tell us about?"

"I don't know, Noelle," Hoodsey muttered, shaking his head as he rubbed her trembling back, "We shouldn't have pushed him, though."

In the boys' bathroom, Carl splashed cold water onto his face, massaging his brow with wet fingertips. The fight had left him with a headache pounding behind his eyes. It was only two weeks into the school year and his relationship with Noelle already hit a bump. He didn't like the feeling of dread that left him with. They'd been through worse, Carl knew, but that had been when they were children. The terms girlfriend and boyfriend had carried less meaning, less responsibility.

"Me? Changed?" Carl scoffed, staring at his reflection in the mirror, water dripping down his chin and some sopping wet strands of hair plastered to the sides of his face and his forehead. His soft brown eyes, reminisce of a puppy he'd been told on more than one occasion, now stared back at him hollow and blank. "Come on Foutley," he mumbled, "Where's that sparkle?"

The door to the bathroom swung open and Carl straightened, reaching for paper towels to dry up. A tall lanky form slinked into the room and Carl caught a glance of black hair, freckles, and a horrible striped sweater vest, before he buried his face in scratchy white paper. He fought back a groan and wondered if his day could get any worse. He reminded himself that if Brandon was here that meant Blakey-boy wasn't too far away and had to fight another groan.

"Carl, how delightful," Brandon cooed, in a girly high-pitched squeal that caused the other boy to wince subconsciously, "It's been far too long since last we talked."

"One could even say, not long enough, Higsby," Carl responded, tossing the paper towels and turning to the newcomer with arms folded across his chest. He had been right about Gripling being nearby. The blond stood huddled silently in the corner, leaning uncomfortably against the tiled wall.

For a moment, Brandon looked caught off guard if not slightly hurt by Carl's comment, but he recovered quickly with a fit of giggles, "Oh really, Carl Foutley, you are too much."

Brandon wasn't wrong though. It had been a long time. A few years, to be exact, since Carl and the other two boys had exchanged words or even been in close enough quarters for them to get a good enough look at one another. Now, there they were, surveying each other. Or, more like Carl was surveying the other two, Blake seemed to be giving him a once over, and Brandon was busy in the mirror. Time, Carl thought, hadn't been particularly kind to any of them.

Towering over the bathroom sink, Brandon was the tallest boy in their class. He didn't appear it though, with a slim figure and feminine demeanor. Over the years, he'd become more flamboyant in his gestures and speech and even dress though his mother still picked out all his clothes. He was even wearing make-up, which he was reapplying over the sink as he inquired how Carl, "darling", was doing. There were a lot of rumors floating around about Brandon, mostly about his sexual preference, and the guy did very little to sway them.

Even as children, it wasn't hard to see that Brandon was extremely different from the other boys but at the time they were too young to put a name to it. Now there seemed to be an endless supply of them, "faggot", "fairy", "queer", "homo", were a few favorites. Homosexuality, or alleged anyway, didn't bother Carl. Live and let live was his take on the issue. It was Brandon himself that was the bother. Annoying and overbearing, some things never changed.

Blake had changed though, more than anyone. Bitterness had hung over him for a time but now he just seemed to be resigned. He had once been so proud and a bit of that shine could still be seen beneath the black cloud he carried around with him. His father's criminal charges and family's predicament clearly weighed heavy on his shoulders, dragging him down to depths Carl couldn't even guess at. His nice brand-name clothes had been replaced with rags from the clearance rack at Wal-Mart years ago. His fancy accessories and over-the-top gadgets replaced with sorrow and misery.

Last Carl had heard his old archenemy was living in the trailer park. He had a constant look of admonishment, like a dog that had been kicked one too many times, and he had been; kicked, punched, hit, pushed, shoved, broken, battered, bloody, and bruised. He'd learned the hard way that the poor don't have as much free reign with words; especially if the penniless loudmouth is a short, petite, pretty boy like Blake Gripling. It probably didn't help that at thirteen he was the youngest in the class. The rumors about Blake were just as bad as those about Brandon, and given that the two boys were near inseparable, Carl was inclined to believe those rumors true.

The blond boy was staring a little longer than would be considered normal and, when realizing Carl's notice of it, turned quickly away with a blush, which Carl amusedly catalogued in the back of his mind, actually made the younger boy look cute. He smirked at how it also confirmed at least one rumor to be true. Blake was gay. Harder to predict than Brandon, but not a complete surprise.

"I've been perfect, Higsby, and yourself?" Carl responded tersely to Brandon's question of his well being, forcing a grin that looked more like a grimace. He turned to the mirror again, running his fingers through his damp hair in an attempt to give it some order.

"I've been fantastic," Brandon cried out with obvious glee, puckering his lips to apply gloss while calling over his shoulder, "Sophia, you should really do something with your face. A little blush would help with that pale complexion of yours, and those dull eyes would look fabulous with a bit of liner."

Blake glanced horrified to Carl, and then stammered, "That's quite alright. I'd really rather not wear any of that stuff."

"What do you think, Carl?" Brandon questioned and the other boy flickered his eyes up to the towering teen.

"Uh…yeah, a bit of blue eye shadow, red lipstick, throw him in a dress, he'd look great," Carl joked and Blake sent him a dark glower.

"Don't give him ideas," he hissed as Brandon's eyes lit up. He spun to fix a mischievous grin on his smaller friend while Carl debated slipping from the room and leaving the 'ladies' to discuss costume. He decided against it, the awkward factor did not outweigh the entertainment value of the confrontation. Besides, even after all these years, nothing cheered him up like watching Blake squirm.

"Come on, Sof, why look drab when I could make you fab?"

"Maybe because I like drab," Blake argued, then glaring petulantly at Carl, "See what you've started."

Carl threw his hands up defensively in front of him, hiding a smile. To be honest, he would really rather not see a cross-dressed Blake, after all, there was weird and then there was just plain wrong.

"You used to be so well-groomed and now it's almost like you embrace the squalor in which you now live," Brandon sighed, missing the pained expression that flickered over his friend's features, even if Carl didn't. With one last sigh, he returned his attention to the mirror and the boy beside him at the sinks, "Carl, we really must catch up, you and I. I've missed our play-dates! We used to be so close. What happened between us?"

Carl pursed his lips finding himself regretting not ducking out of the bathroom when he'd had the chance. Sarcastically he dripped response, "Yes. Well, maybe we'll get together over tea sometime."

"Tea would be splendid," Brandon squealed and in the corner Blake rolled his eyes.

The bell ending lunch rang and Carl started for the door. He glanced over his shoulder at the other two boys not making a move.

"Coming?" he questioned. Brandon beamed at him and informed him in a patronizing tone that 'Sophia' and he had things to do and then they'd be right along. A last glance at Blake, who looked as though he were feeling sick and embarrassed, and Carl slipped from the room to head to his next class.

Carl stared hard at the counselor in front of him while she typed into her computer. She was a middle-aged woman who had obviously never wanted to be attractive in her entire life. Her hair was buzzed close to her scalp, her eyebrows thick and unruly, and she had a mole on her upper lip with three little hairs poking out. She wore a blue polo and black slacks that clung oddly to her androgynous body. Her black loafer tapped distractingly on the floor of her office. A golden nameplate on her desk identified her as, "Henrietta Merriwood".

As soon as Carl had taken a seat in the office, Miss Merriwood had bombarded him with an assortment of questions, mostly personal, that he'd answered as best he could while still recovering from the initial shock. Now there was only silence save the clack of the keyboard.

"Well, Henry," he decided to speak up. She shot him a dark look that he was meant to take as a warning not to call her that, "What'd'ya think? Do I have a future in this school or what?"

"That is yet to be seen," Miss Merriwood droned in a voice deeper and raspier than Carl's own. A second more of typing, a click of the mouse, and the printer behind her whirred to life. "Since you'll be entering freshman year as 'undecided' I have you signed up for core classes." She collected the papers from the printer behind her, straightened them in a neat pile, and handed them over, "This is your schedule, Mister Foutley. Have a nice day."

Carl accepted the papers, stood up and, to Miss Merriwood's chagrin, saluted. He announced brightly, "Pleasure as always, Henry. You have a marvelous afternoon and I will be seeing you."

Before another word could be spoken, Carl swiftly exited the office.


AN: I wnt to clarify that the argument Carl has with Hoodsey and Noelle in that flashback isn't about what everyone is going to think it's about. The "change" they keep talking about isn't them noticing but not realizing he's "gay", mainly because, like I said, he's not. It's about his mood, I think. Later, it becomes clearer later.

I was watching a few episodes of "As Told By Ginger" to get back into the characters heads for this and was pleasantly reminded of two wonderful things. I love Carl, and I love Noelle. Carl is hands down my favorite Nicktoon.