It had been two weeks since Eli and Clare's talk, things were starting to go back to normal, Eli and Clare were in her room trying to do homework. There was one catch; Jake was with them. Clare had done everything to not be alone with Eli since they made up, and Eli was starting to be annoyed with her, she could tell. But they still joked around they way they used to, but Clare didn't let him touch her while they do any more, nor had she spent the night since. She didn't feel right letting him do that any more, she didn't him to get the wrong idea about their relationship. ''Eli, homework.'' She said as Jake helped her with her math homework, he sighed at to her surprise, came and sat down across from the floor from them.

''I need to get my grades up; that's the only reason i'm listening to you''. Eli smiled slightly, but still seemed off, Clare knew he had to be hurt still, but she liked that he was trying so hard to save their friendship. ''Your still really bossy you know that? This is the only time I'm listening to you.'"

''Oh whatever Eli; you need bossing sometimes, you're really careless, and so is Jake''. She punched him on the shoulder, and his head snapped up, he hadn't been listening to anything being said.

''Hey!'' He pushed Clare into Eli, and Eli caught her in his arms, he held her there for a second; but Clare didn't object to it, she let him hold her and looked into his eyes. She didn't notice how beautiful Eli's eyes were before, they were dark green, Clare knew this, but never thought much about it before. She realized she was letting him hold her; she then sat up as fast as she could, she fixed her hair and, began to let Jake help her with her homework; but she could help but look up at Eli every now and then, his eyes were so... enhancing her heart fluttered just looking at them. He never noticed she was OK with that, in fact shes GLAD of that. "She's so abusive, hay Eli?" Eli nodded and smiled coyly.

"Women". Clare rolled her eyes; she was glad that Eli was trying to be nice to Jake. He still came off as hostile, but he was trying and that was all Clare cared about, maybe one day they could be friends.

''You wouldn't survive without me Eli''. She said hitting him on the arm, and smacking Jake with a pillow. ''And neither would you Jake.'' Eli narrowed his eyes Clare could see. She could see Eli, giving Jake death stares, but she and Jake pretended not to notice.

''Clare do you want to come over tonight?'' She sighed and gave Jake a frustrated look, she knew Eli was trying to get her to blow off Jake. ''You don't have to sleep over''. She shook her head hoping not to hurt Eli, she just couldn't be alone with him anymore.

''I have a Date with Kc''. She said giving Eli a smile, She knew her and Eli were drifting apart and it killed her, before she would be at Eli's house because she, wouldn't have any one else to hang out with. Eli looked at his hands and then looked up and glared at her, and she knew she and Eli were about to get into another fight, that's all they did lately.

''Why do you have to ditch me for him?!'' He snapped getting up off the floor, Clare knew Eli was Jealous of Kc and Jake and she didn't like it, he always took it out on Kc. ''He's not good enough for you''. Clare's mouth dropped open she couldn't believe he was attacking Kc! She stood up too and glared at Eli, he'd taken it to far.

''Don't attack Kc!'' She yelled. ''He's great, and plenty good enough for me! Just because you think you're the only guy who likes me that doesn't mean its true!'' Eli's face fell he knew he'd went to far this time because Clare backed away from him slowly.

''Clare, I didn't mean it that way''. She glared at Eli, she didn't want to get into another fight with Eli, but she didn't like it, Eli was being a jerk, he hadn't always been this way. He had only started acting like this after she got a life. ''I'm so sorry''. He put his arm around her and she shoved it off, this wasn't going to work on Eli. He always thought he could make things better by doing that, and he couldn't not when he acted like this she really didn't like him much lately.

''You always think that's going to work Eli, but it doesn't, not when you act like this'' She snapped turning away from him, tears stinging her eyes. ''I don't even know who you are any more Eli'' She was crying again, what was wrong with them? They used to be so close, till Eli and her got to high school, maybe everyone was right, no one stayed friends in high school.

''You don't recognize me?! You're dressed like Darcy used to in freshmen year, when she began to become a bitch''. That pierced Clare's heart, she turned and looked at herself, she DID look like Darcy used to, she'd let Alli give her a makeover, it worked for Alli, not her. When would she have ever worn this much make-up? ''Maybe it runs in the family.'' Her sadness turned to anger, she couldn't believe Eli would say that to her! He looked horrified and Jake stood up facing Eli and standing behind Clare. ''Clare I didn't_''

''You know what Eli, fuck you!'' Eli stood facing her, both of them breathing heavy, they knew this was the end of the friendship they'd once had. ''I grew up OK? I changed, maybe you should try it to!'' She wasn't the same person she was before an she didn't regret anything.

"You didn't need to grow up!" Eli said crossing his arms at her. "You let them change you! This isn't the Clare I love". Clare shut her eyes in annoyance. ''But I still love you''.

" You don't love me". It couldn't be true, it just couldn't but Eli shook his head at her and smiled for the first time, she felt her heart drop looking at that smile of his it was a killer smile she almost smiled back but was to upset with him to smile back.

''Clare, I love you, and I know you love me too, you're just afraid_'' She swallowed thinking about Eli's eyes once again, she'd never noticed how green they were before, she was attracted to them and it scared her, if she liked him it would ruin their friendship. She didn't want to loose Eli, he was her best friend. She was afraid, but she couldn't tell Eli that. He'd just use it as another reason for him to ask her out.

''I'm not afraid!'' She yelled her face was red now. ''Eli I love you, ok? But not in that way!'' She turned around and began to cry again and Jake hugged her close to him. She said something that nobody could make out, and Jake whispered to Clare. That moment was so like what used to happen between her and Eli and that she almost thought she was in Eli's arms. Jake held her and spoke to Eli.

''Eli just give her some space OK?'' Jake glared at him; not forgetting that Eli had called her a bitch. ''You're not helping you're just upsetting her even more; just go''. Eli glared at Jake who stared him down. ''Just get out of here and stop upsetting her!''

Clare and Jake were arguing again; he was standing on the jungle gym and Clare was standing on the ground. ''Go away Jake!'' She said tears running down her cheeks. ''You're not funny!'' He called down to her with a smug smile on his face, he was bigger then her and could beat her up if he wanted to.

''And you're a looser!'' Why did he have to be so mean to her? She'd never done a thing to him! ''Go away or i'll beat you up!''

''You're just mean and no you won't, I dare you!''. Jake jumped down and showed his fist to her and she back down a little bit. ''Hit me then... do it!'' He glared at her but didn't hit her he didn't even push her he just stood back and looked at her for a second.

''No''. He crossed his arms and Glared at her. ''I don't hit girls''. She turned around and stormed away until Jake threw A chunk of mud at her head. She felt the tears coming down her face, why? Why her? Thats when Eli showed up.

''Clare, lets go play on the swings''. he was saying to her, but he stopped when he saw her tears. He took her in his arms and hugged her. Whats wrong?'' He looked up and Saw Jake standing there.

''Go away and stop upsetting Clare!'' He yelling jumping on Jake and punching him, the two boys got into a fight and were rolling around on the grass and Clare screamed out Eli's name.

"Eli stop!" Clare screeched. "You're going to get hurt." She yelled trying to reach him but couldn't so she just kept yelling. She gain a little less hate from Jake, he'd told her he'd beat her up, he always did that, but he never did, ever he only threatened to.

Oo0o0o0

''You're not taking my place Martin''. He said through his teeth Clare wiped her eyes as Jake hugged her a little bit. Jake winced at the memory; he was remembering the same thing as Clare and Eli. The three of them had flipped around; and they never thought that would happen. She felt sad that her and Eli had changed this much so much that she ran to Jake to protect her from ELI, of All people. ''I'll always be her best friend''. Clare shook her head still in tears. That wasn't true, it just wasn't anymore.

"No Eli, you're not, you're not being a friend to me, I can't be around you anymore." Eli looked panicked. ''Its just to stressful and not fair to either of us''. it wasn't fair that Clare was loosing sleep over Eli, she'd never done anything to deserve this. She hated hurting him.

"Clare, please don't do this". He begged. " I need you". If he did he wouldn't have done half the things he had, if he needed her he would've fought for what they had' he'd have to live without.

"You'll have to live without me". Eli glared at Jake he was blaming Jake now, great, it wasn't Jake's fault he was being a Jack ass.

This is all your fault, if you hadn't tried to get between us..." Eli was the one who'd gotten between them! He'd caused the rift.

" He didn't Eli!" Clare yelled. "He was just being Nice to me, you were the one who did this! I know you can't help how you feel, but when I said no... I meant it''. He kicked at the floor.

"Clare It was supposed to be just us... Remember you promised!" Glared huffed, she was regretting that promise more and more, he was using it against her to much!

"I shouldn't have made that promise... Now please just leave". He shook his head and stepped towards her She stepped back before he could touch her.

" We can get through this, its us". They used to say that when they were five, and then it was always true, but they weren't five, and it wasn't true anymore.

''Please Eli, just go''. She whimpered, she couldn't do this any more she was done. ''I just need time to think, I don't think we can be friends any more.'' She sobbed and Jake just held her tighter. ''I can't do this back and forth thing any more, its to tiring''. She looked him in the eyes for the first time since they started fighting. ''I'm done''. Eli glared down at her and she began to shake, she was loosing Eli way to fast, and it hurt but Eli was hurting her too much lately. ''I'm so done''. Eli glared at her showing a trace of emotion.

''Yeah well so am I; have fun being popular Clare''. He slammed the door to her room and Clare could hear him storming outside. She'd lost him; he was out of her life forever, she and Eli were broken right down the middle and it was all her fault. She sobbed into Jakes shirt; he was her best friend now, and she trusted him and she was grateful that he was so caring towards her.

"It's not fair, its just not!" She sobbed and Jake held her for about ten minutes. Then he got up and crossed the room and grabbed his phone.

''I'm calling Alli''. Jake whispered, '' Clare sat there thinking, she had been trying to be like Alli without realizing it; she would have to develop her own style, she couldnt respect herself other wise. She had never been the type to follow the crowed, she nodded hearing Eli slam the front door as he left. ''Everything's going to be Ok Clare I promise''. She nodded as he opened his phone and called Alli and Kc she just sat there thinking about a life without being Eli's friend. It was impossible to image; but now it was happening and it was all her fault.

''Thanks Jake''. He smiled at her she felt so much better having him smile at her like that. She was really glad their parents were dating now. ''I'm glad we finally met.'' Jake smirked at her. Avoiding Jake for two years had been dumb shed gained a good friend in him.

''Me too.'' She began to think she'd be OK, Jake was becoming a great friend and he was really supporting her. When he turned around and started talking to Alli Clare hugged her knees and smiled, she felt so much better, even if Eli and her had fallen apart in less then a month. She needed Eli. but she couldn't have him so she'd have to cope and she had other people now.

''I guess you're right''. She nodded and stood up giving him a hug. ''I have you now, and Alli and Kc''. She smiled at Jake all the sudden she felt bright and happy about life, she realized she didn't need Eli and that she'd out grown him, she couldn't help that, it just happened. "Are you sleeping over Jake?" He looked thoughtful, he wasn't sure if he should. "Eli used to. " Clare supposed she should get rid of Eli's Clothes, because she didn't want them around, but she didn't want to see Eli anymore. Jake rubbed his neck, still looking unsure.

"Oh".

''You can have his old Clothes, he won't want them if they've been at my house''. Clare knew she spoke the truth, Eli wouldn't want another reason to come visit her. And she didn't want another reason for him to come see her. Jake smiled at her nodding. " Sounds fun,I can be as fun as Eli, or more". He winked at her and she giggled, He knew what she was thinking.

''I don't want to see him''. Just then Clare's doorbell rang. She signed knowing it was Alli. She went down the stairs and opened the door to the house. ''Hey Alli''. She said smiling at her new friend, Alli pulled her into a hug and she felt better right away. She didn't need Eli to be happy, she had so many more new people in her life now.

''It'll be OK Clare''. Clare knew Alli was struggling herself, she didn't want to be in her brothers shadow, but Clare tried to tell her how smart she was on her own all the time. ''You don't need him''

"You're right, not this Eli at least, Eli's Changed.'' Eli had changed to much and Clare didn't like it Jake sighed and shook his head, and Clare looked at him wondering what he was going to say, she didn't want him to talk badly about Eli.

''He's the same old Eli he always was, its you whose changed, you've grown up and Eli hasn't all Eli has to do is grow up himself and realize you two can't be alone you're whole lives.'' Clare sighed feeling like she was going to cry again, she didn't want to loose Eli forever. ''Then you'll be fine''. Clare shook her head, this had been a big fight, she didn't think that they'd ever be the same.

''I don't think Eli and I will ever be the same again''. She shuttered feeling the tears coming again, she wanted her and Eli to be friends again. She would do anything to be Eli's friend again.

''That doesn't matter Clare, you have us now, Eli'll find someone!'' Clare hoped he would, but Eli didn't want any other friends, she'd seen him hanging around with Imogen a lot lately and that had started to bother her. She didn't want Imogen to talk her place as Eli's best friend, and getting to look into those eyes of his... Clare shook her head, trying to get Eli's eyes out of her mind. She felt bettering thinking about her new group of friends, she didn't really need Eli anymore they were all right. But Eli really needed a friend he could be sure wouldn't change on him. ''Now lets forget about him and go watch a movie; to get you're mind off all this; we can call KC too''. Clare smiled thinking about her boyfriend these people were making her feel so much better. maybe she would be OK without Eli in fact: she knew she would.

''That's good, thanks you guys, you're the best friends i've ever had''. She felt horrible saying this, but she wasn't sure her and Eli had ever been just friends, she didn't know how long he had felt this way about her, and what his view on their friendship had been; She couldn't be his friend if he was just going to try to treat him like a girlfriend or make people think they were going out. But people had always thought they were any way and maybe this had always been Eli's plan but she didn't think he'd always felt this way, but part of her thought he did. That was when Kc ran into his arms and be hugged her and kissed her hair.

"Let's go watch paranormal activity." Kc said keeping his arms around Clare he winked at her, and she hit him lightly on the arm. "You'll love it Clare". She shivered she hated scary movies Eli never made her watch them.

" you know I hate scary movies!" Clare yelped and they all laughed. "Its not funny!" She crossed her arms and Kc kissed her.

"Don't worry, I'll protect you". They watched the movie for two hours and were watching the second one when Darcy came downstairs the door slammed and Kc and Alli panicked, it was 1 am.

" I'm going to be in so much shit, I gotta get back". He kissed Clare and picked up his back pack and took off with Alli running behind.

"What was all the yelling about?" Darcy asked drinking Juice out of the carton and looking at the two of them knowingly, she knew what went down, how could she not have heard them? ''I could hear it from my room.''

"We were watching a movie". Are knew that wasn't what she was asking, she rolled her eyes. " Fine Eli and I had a fight, he thinks he's in love with me". Darcy smiled cocky and shook her head.

"Called it." The door bell rang and Jake and care yelped, stopping Clare from yelling at her sister instead she just glared.

"We've watched to much movie, let's go do our homework." Jake and Clare ran up the stairs together and slammed the door shut.

They had tried to finish their homework but it hadn't worked. It felt strange having someone that wasn't Eli in her room this late. ''Thanks for being there for me through all this Jake''. He put his arm around her the way Eli always had, but it felt one hundred percent platonic with Jake, they way it in didn't with Eli anymore. It always felt like her was trying to one up Kc.

''Well you and I could be brother and sister soon Clare''. Clare smiled at the thought of her mom marrying Jake's Dad, they could be more then best friends, they could be brother and sister. ''Our parents are always at one another's houses lately ''. It was true, Her mother was either at their house with Jake's Dad or at Jake's house, it had gotten to be the same with Jake and Clare. Darcy was never home anymore, Clare knew she was thinking of Leaving, she'd been talking to their Dad about it on the phone.

''I'm glad, I'll have a sibling for once''. she said and Jake smiled at her, Jake had replaced Eli and she didn't mind on bit, but when she thought of Imogen and Eli doing this, she felt nothing but anger. Just then Jake tackled her ruining the moment, and he wrestled her onto the floor and they were both laughing and banging around.

"Ha ha, got you!" Jake yelled as he sat down on her and she wigged trying to get up but he was to strong. "I win you loose".

''You're such a dork''. Clare said as he held her down on the floor, she smiled forgetting about doing this with Eli, she laughed at his cocky smile and she giggled. ''Could you be more smug?'" She'd forgot this was her and Eli's joke too.

''Of course I could". He hit her with a pillow and Clare screamed at the top of her lungs. The door banged open and Darcy came in looking pissed Peter was at her side and Clare knew her mother didn't know Jake and Peter were staying over.

"can you two shut up?! Clare god I thought you and Eli breaking up would mean peace in this house, but now you're always with him''.Clare felt bad slightly but glared at Darcy with slit eyes. She and Eli hadn't broke up, they'd never been dating.

"Eli and I were never Dating, so shut up". She snapped looking into her sisters eyes Darcy crossed her arms.

"What? Its not like anyone wouldn't think you were, just look at the way you look at one another!" She snapped and Clare sighed, how could she not see that Eli liked her? "They way you two play around? I walked in on him holding you the other night!"

"We were wrestling, until you came out and screamed at us". Clare said defensively. " There's a difference. "

"There you are, right there, you think he'd be hugging you, while wrestling?! And you were letting him, open you're eyes Clare!" Clare felt like crying, why wouldn't she drop this? Clare was confused enough.

"Shut up". Clare snapped. " Can you stop running you're mouth for once?"

"I'm sick of you Clare, you and you're stubbornness, why can't you give in to whats right in front of you?!" Clare snapped.

''Why don't you just leave like you want to so badly?'' Darcy Glared at her, Clare'd given herself away. Darcy found out Clare'd been listening on the other phone, but she didn't yell like Clare thought She only slammed the door with a bang. Eli would hug her or say something to make her feel better about it, and she missed it until Jake held her close to him and whispered in her ear.

'You don't need her for a sister, you have me as a brother''. Clare grinned up at him, even if their parents didn't get married he would always be the brother to her she cared about him like one already.

''That I do''. He smirked at her and they forgot all about Darcy. "I don't need Darcy, or Eli".

0o0o0o0o

Eli an Imogen stood by Eli's locker and he hugged his books to her chest,he couldn't believe that he and Clare were over and that HIS Clare was no longer his best friend he watched as she walked into class with all her new friends, walking beside Alli who was talking to her and scowling at Dave. Kc Guthrie had his arm around her he leaned down and kissed her on the cheek. She wasn't dressed like Darcy any more, she was wearing Jeans and a simple plaid shirt, Eli liked it, she looked like herself, she looked so beautiful, He saw Kc saying the same thing to her as they began to kiss, Eli huffed, wanting to end all this crap. Imogen slammed her door shut making Eli jump and turn to look at her. '' Eli you don't need her any way''.

" yes I do, I love her." He said simply.

Eli sighed, wishing it was true but it just wasn't he was lost without Clare, he didn't know what to do with himself now. ''Make you're own friends, how bout The new boy?'' She pointed across the hall where Fitz and his army of Bastards were shoving a skinny looking boy against the lockers. ''His brother's already hitting on girls''. She point across the hall where another boy was flirting with a blonde ''He looks like he needs a friend as much as you"

Eli felt angry, he'd taken enough crap from Fitz to stand back and watch it happen to someone else, he marched over and grabbed Fitz by the shoulder making Clare jump she'd always hated Eli getting into fights, he saw he start to march over to yell at him, but Jake and Kc stopped h her and led her away and she looked back the whole way, Eli smiled smugly, she still cared about him. ''Why don't you just go pick on someone you're own size?'' Fitz slammed Eli against the locker door. Making The skinny boy flinch.

''Shut up Emo boy or you're next''. The boy stood back watching with shock in his face, he looked like he wanted to say something but didn't want to get punched again. Eli couldn't blame him, one more would finish him off.

''Just leave him alone!'' Eli hissed. Fitz glared but walked away from Eli and they boy calling over his shoulder.

''This isn't over Emo boy!'' Eli started to walk away but the boy stopped him, and Eli turned around to face him and Eli noticed how thin and scrawny the boy was. No wonder Fitz had chosen him, Fitz wouldn't pick a fight with someone bigger or his own size. The boy and Eli watched Fitz storm down the hall.

Thanks, he would have killed me if you hadn't shown up". Eli smiled, that was true Fitz could snap him like a twig.

"Anytime kid, I put up with his Bs too much to watch it happen to you". The boy nodded as if he understood and nodded at Elis shirt.

''Is that a Dead hand shirt?'' Eli nodded smirking he didn't think the boy would be a fan of that kind of band but he then saw the shirt the boy was wearing Eli smiled again, this kid wasn't bad. ''Do you want to come over and listen to their new CD after school?'' Eli did't make friends he didn't want friends, but then he looked at the boy he was an outcast to, like Eli was now. Eli didn't have Clare anymore, he didn't need her and he would show her that.

''I'd love to''. He said reaching out to shake the boys hand smiling he really liked this kid already, he seemed like a cool kid and Eli didn't care if he was anyway, he just wanted Clare to know he didn't need her to make friends, he glanced over and her and Jake laughing it up in the hall and he turned back to the boy. ''I'm Eli by the way ".

''I'm Adam''. Eli though about how simple that had been, this making new friends thing wasn't as hard as he thought, before he knew it, he would need Clare anymore he'd have a knew group of friends just like she had. They would never have to speak again and it would be easy to get over her he didn't need her and she didn't need him.

" Its wonderful to meet you, Adam". He smiled at Imogen who was smiling a d nodding from across the room. "I really needed a friend, you seem like a loyal one". Adam smiled back at him.

" Me too, and I try". Eli glanced over at are who was watching him with a smile a small one but it was a smile. Eli smiled too, she was happy he was going to be OK.

"Good, I can't loose another friend". Adam looked confused.

" I just lost my best friend, I'm in love with her and she wouldn't admit she loves me back." Eli examined.

"I know man, I'm not lucky when it comes to girls either." Eli had never thought of Clare as a girl, she was simply the person he loved. He thought she was gorgeous and the kindest and most loving girl in the world, she loved everyone.

Everyone but him. He shook his head forgetting her and talking to Adam instead. "So, Adam what classes do you have?" He loomed over at Clare, she was talking to her friends, she wasn't his Clare anymore, but he still loved her, he always would. He knew Clare would always love him too, even if she would never said it, Kc would Never be to her what Eli was and that was a fact.

''I'm a niner''. Adam said looking at the ground. ''So I don't think you and I have the same classes, unless you're in advanced grade ten English.'' So he would have English with his boy, that was an upside, he still had it with Clare, but that might not be a complete bad thing, he knew she was still pissed at him but he couldn't blame her. He had been a really big jack ass. Not that he didn't have a right to be pissed with her.

''It just so happens that I am''. Adam smiled at him Eli glanced at Clare again, she wasn't watching him anymore, everyone else was gone and she was talking to Jake,both of them looked as if they hadn't slept last night, majorly they were messy all over the place they had been up all night fooling around the way he used to with Clare. He shook his head and turned to Adam. ''See you in English?''

''Will do man''. They shook hands and Eli was not dreading English anymore, he could ask to switch English partners and work with Imogen he couldn't work with Clare anymore. Adam walked down the hall to his class and Imogen Joined Eli and they walked together.

''Was that so hard?'' She asked giving him a small smile. ''I told you not everyone is afraid of you''. Eli smiled to himself, he really was glad to have other friends besides Clare, he could've figured that out before he acted like such a big Ass hole to Clare about her wanting other friends.

''Yeah, I should've figured that out sooner''. Eli was aware of Clare and Jake walking beside them, she acted as if he wasn't there even though she clearly heard them talking.

''So, sleeping at my house tonight?'' Jake asked Clare with a smiled, Eli gritted his teeth the nerve of Jake, trying to get into bed with Clare... he would snap his skinny neck. Eli was brought out of his thoughts by Clare speaking to him, that made him Jump.

''Eli you have some stuff at my house and I have some stuff at yours...''. She shifted looking like she was going to cry and Jake held her close making Eli glare at him. ''Can we maybe... you know... trade?'' Eli held back all kinds of words he'd like to say to her, Jake could tell, he gave Eli a stern look. He was so protective of Clare already, and against Eli of All people he knew Jake would let him have it if he hurt Clare's feelings again. So Eli simply nodded as he kept walking,.

''Sure, I'll stop by you're house tomorrow, I have Plans tonight.''. he gave Clare a knowing smile and she smiled back slightly, he was happy and so was she, it was perfect. ''Hanging out with a new friend tonight''.

''Nice, so i'll see you around?'' Kc approached her to take her to class and Eli nodded fighting back words again. Eli nodded avoiding Jake's gaze.

''Guess you will''. He said nodding at her and he and Imogen took off down the hall together, side by side he'd never forget Clare, but he would be OK he knew it now. There was nothing but ice between them now, it pained Eli so much but he couldn't help his feelings and he wasn't even going to try. Clare could avoid him all she wanted, but he knew it would work for them one day.