A/N: Sorry it took so long to update (Again!) but to make up for it this chapter is extra long. I would just like to thank everyone who has reviewed you guys really make my day :D (Don't forget to do it again though ;)). Since, other than Christy's kidnapping, not that much of Billie's past was revealed I decided to make up my own version of it. So this chapter also has a lot of made up things in it about Billie's past that were not on the show, or even hinted at on the show. Enjoy…

Manor Attic, 2am

Phoebe couldn't believe it. She couldn't believe that not only had she kissed Billie but after a few seconds and the shock had worn off, Billie actually kissed back. Phoebe saw more fireworks than the fourth of July as this quickly became one of the best moments of her life…

Followed by the worst.

Billie suddenly pulled away and stumbled to her feet, eyes wide as she clumsily backed away from a hurt and confused Phoebe. She shook her head as a fresh round of tears threatened to fall from her eyes.

Phoebe immediately stood up and tried to approach Billie. "Billie I…" Phoebe trailed off and stopped walking as Billie took a few steps away.

"I'm sorry…" Billie sobbed out as she continued to stumble backwards out of the room as if her legs weren't cooperating with her. "I… I… I can't do this. I'm sorry, Phoebe. I… I can't let you… It's not… I just… I'm so, so sorry, Phoebe"

Phoebe watched in horror as Billie finally turned and staggered out of the attic. "Billie! Wait!" The sound of the front door slamming shut was her only reply.

And just like that, Phoebe felt as if her world had shattered. Of all the ways she thought she would tell Billie about her feelings, accidently kissing her on the attic floor was not the big, romantic gesture she had in mind. A million thoughts raced through her head at the same time.

She doesn't love me

She left

She doesn't love me

She kissed me back

She doesn't love me

She ran away from me

She doesn't love me

I scared her away

She doesn't love me

She won't come back

She doesn't love me…

Tears clouded her vision as thoughts continued to race by at 100 miles per hour, only one really sticking in her conscious mind.

She doesn't love me back

Phoebe had no power in her to hold back the sob that ripped from her throat, quickly followed by many more as the severity of the situation sunk in. The one thing that Phoebe didn't understand was the fact that Billie had her kissed back. She had actually kissed Phoebe back. Phoebe was beyond confused by that one detail. If Billie had kissed her back, didn't that mean she felt the same way? If so, then why would she run away after?

A hand on her back made Phoebe's head snap up with a hopeful look on her face. Phoebe couldn't hide her disappointment when she saw that the figure crouching next to her wasn't the same one that left only minutes earlier, but her big sister. Looking through blurry eyes she also saw Piper and Paige standing behind Prue with equally concerned looks on their faces.

"I told her," was all Phoebe said before her frail body was wracked with sobs.

Three identical looks, a mixture of sympathy and sadness, fell over the sisters' faces as they decoded Phoebe's vague message. Prue and Piper immediately wrapped Phoebe into a hug from either side in an attempt to comfort their devastated sister.

Paige however, hung back slightly, her own thoughts preventing her from being able to help Phoebe in her obvious time of need. Something about the situation didn't add up. Just one look at Phoebe told Paige how well Billie had reacted to the news, the fact that she also wasn't in the manor any more also confirming Paige's suspicions that she had taken it quite poorly. What Paige couldn't understand was why? She could almost say without a doubt that Billie had feelings for Phoebe, so why would she run away? Paige tried sensing Billie but for some reason she couldn't. Damn Billie and her stupid whitelighter blocking powers, Paige thought bitterly. Paige's only solution was to orb to the bridge and ask the elders if they could sense her. She didn't want to worry her sisters, especially Phoebe, by trying to scry for Billie and alerting them to the fact that she herself couldn't sense Billie. Paige decided to try the elders first before having to tell them all that Billie had once again fallen off of her radar.

"I'll be back." Paige stated simply before orbing off.

Top of Golden Gate Bridge

Paige orbed into the cold air and unconsciously shivered, wishing she had the sense to get a jumper before orbing out so abruptly in only a singlet and long pyjama pants. She was just about to call for Sandra when she heard something rustle behind her. Paige's eyes went wide as she recognised Billie's figure hunched unceremoniously against the far wall away from where she stood, dressed in the same inappropriate manner that she was; pyjama pants and a singlet. Just my luck, Paige thought as she slowly approached the blonde. As Paige got closer she noticed that Billie held a bottle in her hand, its contents hidden as the bottle seemed to be wrapped up in a paper bag. Paige frowned, she's drinking alcohol? Oh, Billie. Paige's frown deepened as Billie took a quick swig of whatever she was drinking, seemingly unaware of the youngest charmed one's presence.

"Billie?" Paige spoke up tentatively, not wanting to scare her charge.

Despite Paige's best efforts Billie still jumped a mile in her seat and her head immediately snapped up at the sound of a person she didn't know was there.

"Paige? Jesus, you scared me half to death." Billie gasped as she held her hand over her heart and tried to control her now erratic breathing.

Now that she was looking at her Paige could see the dark bags that sat heavily under Billie's emerald eyes as a constant reminder of the sleep that had been eluding her for a few nights now. Not that Paige could blame her, a lot had happened to Billie over the past few weeks.

"I can see that." Paige replied with a sheepish grin on her face. Her grin faded however when Billie took yet another swig from the bottle she clutched firmly in her hands. "Do you really think that's helping? It's not going to make the problem go away you know." At Billie's confused face Paige pointed to the paper bag that kept the bottle's contents a secret. "Alcohol. Drowning your sorrows away isn't exactly the best solution…"

Paige was cut off when recognition flashed through Billie's eyes and she started to chuckle. "Paige calm down, I'm not 'drowning my sorrows'."

"Then what are you drinking?" Paige asked confused.

Billie just shook her head and pulled the bottle out of the paper bag to finally show Paige what was inside.

"Is that Orange Juice?" Paige asked while looking at Billie as if she had grown a second head.

"And Lemonade." Billie added with a smirk before placing it back in the paper bag and taking a small sip of her drink.

Paige raised her eyebrows at the younger witch. "So let me get this straight. After all that has happened tonight with Phoebe you decided that the best way to deal with it was to come up here and drink Lemonade mixed with Orange Juice?"

Billie's eyes quickly flickered away from Paige's as soon as Phoebe's name was mentioned, suddenly finding the rusty, red paint that coated the bridge far more interesting. "Pretty much." Billie mumbled before taking another sip of her drink.

"How did you even get up here?" Paige asked as she walked over and sitting next to Billie, a shiver running down her spine as her back pressed against the cold metal behind her.

"I just used my projection power. I love it up here. It's just so open and relaxing. It makes me feel… I don't know… Free I guess. It's a good place to just get away from it all, you know? Escape from everything, at least for a little while anyway." Billie said with a sad smile as her eyes swept over the city of San Francisco.

Paige stayed silent but nodded her head in agreement. She came up here for the same reason sometimes. She loved her sisters but there were moments when she just needed to time to herself, away from the manor, away from her life, a chance to relax and not have to worry about anything.

After a few more minutes of comfortable, mutual silence, Paige decided to speak up. "Do you wanna talk about what happened tonight? You know, with Phoebe?"

Billie looked down at her bottle and sighed before drinking a little more. "I'm sure you already heard it all from her, no point repeating it."

"Actually the only thing she said to us was 'I told her' before she started sobbing her heart out." Paige said and saw that Billie cringed before taking yet another sip of her weird drink.

"I didn't want that." Billie started, looking up at Paige with pleading, desperate eyes as it would explain everything to Paige without having to say it out loud. "I didn't want to upset Phoebe. I wasn't trying to make her cry or hurt her. I just wanted… I mean… I can't let her… If anything happens…"

"I still don't understand why you ran, Billie. It's obvious you feel the same way." Paige said gently placing a hand on the young witch's back.

"That's the problem!" Billie snapped as she shrugged Paige's hand off of her. "It's not good for us to be together, I can't let us be together."

"Are you worried that because Phoebe's a woman that…" Paige started but was quickly cut off by Billie

"No!" Billie interjected quickly with wide eyes. "God, no. I don't care about that, okay? I love her. But I won't be able to forgive myself if something happens to her."

"Billie," Paige said softly in what she hoped was a comforting tone. "You can't let that stop you. I always worry about Henry, just like Piper always worries about Leo. We all know the risks involved when it comes to magic and demons and if something happened to Phoebe…"

"You don't understand." Billie growled, immediately making Paige go quiet. "You and Piper don't have a massive Prophesy hanging on your back and killing everyone you love around you. This stupid thing has already taken all the people that I love in my life and I can't risk putting Phoebe in the firing line too." As Billie finished she slumped back against the wall they were leaning on and took a big breath.

Paige could see devastation, disappointment and determination swirling around behind Billie's shining, green eyes and could resist putting her arm around her charge to offer some sort of comfort. "So, what? You're gonna sit up here until the end of the month drinking lemonade and OJ out of a bottle in a paper bag? Which, by the way, has to be one of the weirdest forms of comfort I have ever seen."

To Paige's relief, Billie let out a small laugh and a nostalgic smile played on her lips. "You know my parents were great to start with. I remember before Christy was taken it was all smiles and rainbows. But after… They just shut down. It's like they did the minimum needed to live. They would sleep, eat, go to work but not much else. It was kind of like they decided that by age 7 Christy was the golden child and I was forever the failure. Throughout my whole life the best compliment I could get from them was 'Christy could have done that better'. They were never there for me when I was growing up and it hurt, the demons may as well have taken me too. No matter how many certificates, no matter how many trophies or perfect report cards I got, it was never quite good enough for them."

Paige stared at Billie with her jaw on the floor. She knew it was hard on parents when they lose a child but that didn't give the Jenkins' the right to emotionally destroy their other children. She couldn't help but feel angry at Helen and Carl and had to push down the urge to go home and summon their asses to give them a piece of her mind. She knew that plan was awful so she settled for her second best one. She wrapped her arm that was draped over Billie's shoulder and squeezed slightly harder than necessary to let Billie know that she was there for her.

"Anyway," Billie continued after a moment. "There was always one silver lining. I had an uncle, uncle Freddy, he was my mother's brother. He never had kids of his own, I'm not entirely sure why though 'cause he would have made a great dad. After Christy was gone he became more of a father to me than my real dad ever was. He was always there for me when my parents weren't, everything from soccer games to prize givings. He used to visit every so often before Christy was taken but I didn't really see him that much before she was kidnapped. After she was gone he made it a habit to visit 2 or 3 times a month to check on me because he knew mom and dad were verging on child neglect when it came to taking care of me. I think the real turning point came when I was about 6 or 7 and I was climbing a tree in our backyard. To cut a long story short the branch I was standing on broke and I fell. I was lying on the ground with a broken arm and a concussion and I just cried and screamed for help. My mom and dad were inside the house at the time and were so wrapped up in a 'lead' they had into Christy's disappearance that they just kind of pretended I wasn't there. I was outside for about an hour or two before my uncle Freddy found me lying there and took me to the hospital. He was so angry at them for leaving me out there screaming that he threatened to take me away from them. They managed to convince him that they would change and he let me stay with them. The only problem was that they didn't change, they just kept treating me as if it didn't happen. After that I saw uncle Freddy a lot more, at least 3 times a week. Every time I saw him, no matter when or where it was, he would always bring the same thing, orange juice and lemonade in a brown paper bag. We would mix them together in the bottles and just drink from them, I would get the orange juice bottle and he would get the lemonade bottle. It was the only thing that just me and him did together and no one else. If I had ever had a bad day or my parents weren't there for me the only thing that would calm me down was drinking orange juice and lemonade. I know it sounds stupid but ever since then, if I was ever stressed or just needed to calm down I would get some OJ and L in a paper bag and it would feel like everything would be okay. It was pretty much the only thing that would calm me down and comfort me, you know?" Billie paused to smile down at the bottle in her hands as memories forced their way to the surface.

Paige nodded wordlessly, her world whirling slightly as she took all the information in. Paige was more than a little surprised that Billie was so willingly and openly sharing all this information with her considering Billie wasn't really one for opening up. Although Billie was trying to hide it she could clearly see the emotions she had cleverly tried to keep hidden in her eyes. The sadness and rejection she felt from being dismissed by her parents. The joy and happiness she felt when she talked about her uncle Freddy. But there was something else there in her dark eyes when she talked about her uncle Freddy. Despair? Longing? Sorrow? Paige couldn't quite put her finger on it but she had a feeling she knew where this was going. If her uncle Freddy had been such an important figure in Billie's life then why was Paige only finding out about him now? Why hadn't she met him? The only one explanation was one Paige hoped was wrong. Billie had suffered enough loss in her small amount of time in this world that just adding this on top of it all just seemed cruel. Surely the universe would be forgiving enough to leave Billie the one person she relied on most in the world. Surely they didn't take him away from her too, did they? Paige was more than afraid to ask the question as she dreaded the answer she almost knew for certain she would receive from her young charge.

He's dead…

"What happened to him?" Paige asked in a voice barely above a whisper.

Billie looked up at Paige, a sad, watery, heartbroken smile glued to her face. "It was my 15th birthday and I hadn't seen uncle Freddy all week. As you know, me and Christy share the same birthday so in the house it was never my birthday, it was Christy's. Only Christy's. Every year on my birthday for the past 9 or so years uncle Freddy had come and taken me out for my birthday and we would get away from the house where my parents just seemed to always be drowning in sorrow, it was always like being suffocated if you stayed in that house too long. Every year they would get Christy a birthday present, wrap it up and place it on the end of her bed as if one day she would magically run home and open it. They never did anything for me though, no presents, no parties, the only thing I had to look forward to was uncle Freddy's visit. But when 6 o'clock at night rolled around and he hadn't shown up I started to get worried that maybe he had forgotten me. That he'd left me here with them because he didn't want to be around me anymore. I finally got up the courage to ask my parents if they knew what was going on and my dad said and I quote 'He's in the hospital, he has cancer'." Billie almost laughed at the completely shocked and disgusted look on Paige's face. Almost. "Yeah, not exactly the best way to tell your daughter that the person they loved most in the world was dying but looking back on it now I doubt he even thought about it before he said it. It's like I said before, after Christy was kidnapped both of my parents shut down. No more emotions, no more feelings and certainly no more caring what other people felt, even if that other person was your own daughter. Stage 4 non-small-cell lung carcinoma. By the time they diagnosed what made him sick the tumour was already inoperable. Every day after school and on weekends I would just go sit with him in the hospital and we'd just talk about anything that wasn't cancer or hospital related. When the doctors told me that he wasn't responding well to the treatments and the therapies I think I cried myself to sleep every night for a week. It went on for months. It hurt to see him in so much pain, to see him get weaker and get thinner until eventually he just looked like he was the walking dead. It's a picture I don't think I'll ever be able to get out of my head. You know one thing I always hear people say when someone they love dies is 'I never got to say goodbye' or 'I wish we had time to say goodbye'. You know having time to say goodbye to someone isn't all that's cracked up to be. It's like every day that I left that hospital room I wasn't sure if when I came back tomorrow that he would be there. But I didn't want to say goodbye to him too early because I didn't want him to think I was giving up on him. It felt like I was just waiting for there to be this massive, clear sign over his head saying 'this is the last time you'll ever see him so make it count'. One day I caught the same bus I did every day to get to the hospital after school and I did the same thing I had done every day after school for the past 7 months. I used the same elevator, I got off at the same floor, I saw the same nurses, they gave me the same sickening, sympathetic smiles and I walked through the same doors but this time his bed was empty. He was gone, just like that. No body, no mess. Just clean sheets and a clean hospital bed as if he wasn't even there to start with. My mom hadn't bothered to tell me that he had passed away. I ran over the last ever conversation I had with him the night before. It wasn't some epic declaration of love and how we were going to miss each other and how he would always be watching over me. Instead the last thing I ever said to him was…

"I gotta go uncle Freddy my dad's downstairs." A young 15 year old Billie announced as she stood up from her usual and always uncomfortable plastic chair.

"Sure thing, Kiddo." Freddy wheezed with a content smile on his face. "You make sure you kick those other girls' asses tomorrow at the game. Play extra hard, just for me will ya, Sport?"

"Always do!" Billie announced with a smile on her face as she leaned over to kiss her uncle's forehead.

"You're the best. Love ya, Kiddo. From now until forever." Freddy said softly, his smile never faltering for a second.

"Love ya too, uncle Freddy." Billie said before walking to the door. Just before she left she turned around to give her uncle a sly smile. "And would you please stop hitting on all the nurses, they're starting to give me weird looks when I come here."

"Hey, I don't make any promises, Kiddo. A man's gotta do what a man's gotta do." Freddy replied with a smirk while raising his hands in a surrender gesture.

"Whatever you say, Uncle Freddy. Whatever you say." Billie replied before laughing as she exited the room…

…And then he was gone the next day." As Billie finished her story she quickly chugged down the rest of her drink and quickly swiped at the tears that had slipped down her cheeks.

Paige on the other hand didn't even try to wipe away her own tears as she continued to listen to Billie's heart breaking story. To know what Billie had to go through as a child was like a knife to the heart for Paige. It was bad enough to know her sister was taken from her. Now it sounds like not only did she lose her sister that day, she lost almost all of her family as well. Paige shook her head, trying to clear the sad thoughts that threatened to make her break down. She knew she couldn't, not in front of Billie anyway. She has enough to deal with without me crying all over her. She doesn't want my pity anyway, I know I wouldn't if the roles were reversed. That's not why she told me that story, but I think I have an idea why she did…

Paige took a deep breath and cleared her throat before she trusted herself enough to speak again. "We're not going to leave you, Billie. Not me, not the rest of the family and certainly not Phoebe."

"You can't make that promise, Paige. I mean one stray fireball, one well timed attack and we're goners. Being witches dramatically shortens our lifespan, don't ya think? Hell, it might not even be magic related! You could be hit by a car, fall down the stairs, slip in the shower." Billie's voice cracked and she forced to stop before she completely lost it.

"But you can't let that stop you, Billie." Paige quickly interrupted before Billie could talk again. "If you let the fear of losing someone control your life like this you're never going to be happy. I know that it sounds cliché and I really don't want to say it but, 'it's better to have loved and lost than never to have loved at all'. You're right, any of us could die any day. Today, tomorrow, maybe in 50 years from now and you're right that I can't promise you we're not going anywhere soon. But I can promise you that we will always be there for you. Always. Now I need you to make me a promise." Paige reached out and gently lifted Billie's head so she was looking directly into her eyes. Paige resolved faltered for a second as she looked into Billie's haunted, hollow eyes. The same eyes that once held so much light and life in them now only showed one thing, defeat. Paige continued when Billie gave her a slight nod, showing that she was listening. "I want you to promise me that no matter what happens, you will never give up hope."

"I…I… I promise, Paige." Billie stuttered out after a moment of silence. A small smile tugged at her lips as the words escaped her mouth.

Paige's smile however seemed to touch her ears and she immediately pulled her charge and friend into a bone crunching hug, overwhelmed by the relief came from Billie's words. Paige quickly pulled back after a minute or so as another thought popped into her head.

"Phoebe?" was all Paige had to say, leaving the rest an unspoken question.

Billie's cheeks turned red and a sheepish smile made its way onto her face as she avoided Paige's eyes. "Well, like you said, I can't hide forever."

Paige bit back a squeal of excitement and slipped her hand into Billie's. "Then are you ready to go back and sort all this out?"

Billie nodded hesitantly. "As ready as I'll ever be."

Billie had barely finished speaking before the two of them disappeared in swirling lights.

Manor, Living Room

"Well that was awful." Prue announced as she flopped onto the couch in the most ungracious manner possible.

"I know how you feel. Poor Phoebe." Piper replied as she followed Prue's lead, slumping down next to her older sister. "I can't believe Billie would just up and leave like that."

"Really?" Prue asked Piper with her eyebrows raised. "To be honest, I would have been surprised if she had stayed."

This time Piper's eyebrows shot up as she gave Prue a look of disbelief. "Why? Phoebe loves Billie and I'm 99.9 per cent sure that Billie loves Phoebe back so I can't figure out why she would just bolt like that."

"I can kinda relate what Billie's going through right now." Prue continued as Piper's face showed that she wanted to know more. "After Andy died I felt like it was my fault. I know now that it's not, but at the time I thought I had dragged him into this new, dangerous world and that if I hadn't then maybe he wouldn't have died. I thought that I shouldn't get close to anyone, that way people would be safe, away from me and magic. That way no one else would be killed because of me. That's what I think Billie's feeling at the moment. Her parents just died and now she has to kill her only living family member because of some prophesy. Maybe she thinks that if she isn't with Phoebe there is less chance of Phoebe getting hurt or killed."

Piper nodded her head slowly as she took in Prue's words and thought them over. "You're right. I mean, Billie doesn't exactly have the best track record when it comes to this sort of stuff. How do we get her to realise that it wasn't her fault?"

Prue sighed loudly. "We can't. It's something she needs to do herself, just like I did. I just hope she isn't as stubborn as I am or we'll be waiting for weeks."

Piper smiled up at Prue before gently resting her head on her shoulder. "Where do you think Paige went?"

"I don't know." Prue said with a frown. "Maybe she went to…"

Halfway through Prue's sentence Billie and Paige's shivering forms orbed in right in front of the two oldest charmed ones. An uncomfortable silence settled over the group as no one really knew what they were supposed to say.

"Well," Billie finally decided to speak up. "And here I thought that this was going to be awkward."

The other three laughed as Billie's attempt to lighten the mood worked and everyone visibly relaxed.

"Phoebe?" Billie asked nervously, her eyes sweeping the living room before settling back on Piper and Prue.

"Upstairs in her room. She hasn't gone back to sleep yet." Prue said answering Billie's unspoken question.

"Thanks. I guess I'll just go…" Billie trailed off and nervously headed towards the stares, ignoring the three sets of eyes staring at her back.

And then she was there. Standing outside Phoebe's door. Hand shaking slightly as it reached out and froze just above the door handle.

You can do this, Billie. You love her, you can't just let this go like it's nothing. You have to at least try. You can't hide from her. You love her. You love her…

Before she lost her nerve she quickly pushed the door open and stepped inside. Phoebe was lying on her side on the bed facing away from the door.

Phoebe rolled her eyes as she heard her door squeak open and someone step inside. What part of 'leave me alone' did they not understand?

"I already told you guys I don't wanna talk about it." Phoebe said over her shoulder, not even trying to disguise the anger in her voice. When she heard the door shut and footsteps approach the bed Phoebe had to repress the growl of frustration that threaten to escape from her throat.

"Guess who?" The timid, terrified voice spoke up from behind her making Phoebe freeze and her eyes widen.

Billie…

A/N: Wow that really was a long chapter. Please review and tell me what you thought it's always great to hear other people's opinions on what I write, it helps me get better. Don't hesitate to point out any mistakes or errors I've made, as I said before it only helps me become better. Also, if you or anyone in your family have or has had cancer you have my deepest sympathies and best wishes.