Disclaimer: I do not own Beverly Hills 90210 or any of the characters involved in this story.


A/N: Moving forward here, this is kind of a set up chapter as we move closer to prom. The next several chapters are going to be the build up to prom, and I'm really looking forward to writing them because there is going to be some real intense drama involved.

Anyways, I hope everyone is enjoying this story. As always I want to thank everyone who has taken the time to review, and ask that you please continue. My free time is going to get a lot more busier in the upcoming weeks, but I'm determined to finish this story and I need all the encouragement I can get. Your words are my biggest inspiration.


With each new day at West Beverly High, there is fresh new hope. Hopes for a good grade on a test, hopes for a win at the latest basketball game, or hopes that that certain person somebody likes will finally notice them. As the sun shines through the palm trees, down on the school, students gradually begin to fill the hall ways. Just like any other day, they are filled with hope. But for one person in particular, the hope has been completely lost and their remains nothing but depression and heartache.

Scott heads into West Beverly High with a far different swagger than the one he's been walking with for the past few weeks. The confidence is clearly gone as he drags his feet with his head hanging. Keeping a low profile, he walks down the hall with both hands in his pockets, his chin tucked under his face, and his eyes focused on the ground.

It would appear to any casual observer that he has fallen off cloud nine and has returned to the quiet geek that everyone loves to pick on. In the world of high school, memories are short. The recognition and pats on the back that he got for saving Kelly's life now seems like ancient history. Even though nobody else except for Brandon, Dylan, and Sue know what happened with Scott and Brenda, his demeanour tells the story. And it's something that a certain jock has no trouble picking up on.

As Scott rounds the corner, looking down, he is met head on by a large muscular body which intentionally runs into him, banging him hard up against the locker door. Scott looks up to see who it is who ran into him and sees the face of Tony Miller with a mischievous grin on his face.

"Why don't you watch where you're going, dork?" grunts Tony.

Scott looks up at Tony angrily. "Not today, Miller, I'm not in the mood." says Scott in a low, unemotional tone.

"Oh, well look what we have here." taunts Tony. "You got a mouth on you, Scanlon. You know, you don't look so big and tough now. Where all your friends at? Where's Brenda?"

"How should I know? Do I look like her secretary?" replies Scott.

"No. You look like a little twerp who normally I'd bash his head in right now on the spot." says Tony as he towers over Scott. "But luckily for you, I'm willing to let that go because it appears as if you finally took my warning to heart."

"And what warning might that be?" replies Scott.

"To stay away from Brenda." answers Tony. "I told you, I'm going to ask her to the prom, and I'll be damned if I'm going to be out staged by a loser like you."

"Look Miller, Brenda's not my girlfriend. She's never going to be. She made that perfectly clear. So if you want her, go get her, just leave me alone." retorts Scott with authority. At that point he doesn't care what Tony Miller does. The only thing that matters to him is now gone.

Tony gets a bullish look on his face. "You just don't know when to keep your mouth shut do you, Scanlon?" snarls Tony as he grabs Scott by the jacket and gets right up in his face. At that moment an authoritive feminine voice speaks up from behind the two of them.

"I wouldn't do that if I were you, Mr. Miller." says Mrs. Teasley.

Tony lets go of Scott and turns around and grins awkwardly at Mrs. Teasley. "Oh Hi, Mrs. Teasley, it's alright. Scott and I are just having a friendly little chat, that's all."

"That's good. Be sure to keep it friendly, Tony. Because I'd hate to see USC revoke your athletic scholarship because you got suspended and were unable to take finals. I'd think about that very carefully the next time you get the urge to have one of your 'friendly' talks." warns Mrs. Teasley. Tony Miller's face has a look of concern and worry on it. "Good day, Mr. Miller." says Mrs. Teasley, meaning business and making it clear that Tony should get moving along.

Scott is left standing there looking at Mrs. Teasley. "Scott, is everything alright?"

Scott grins awkwardly. "Everything is fine, Mrs. Teasley. Why do you ask?"

"Well you look like you just lost your best friend." says Mrs. Teasley with concern.

Scott flashes a frowning grin to Mrs. Teasley. "I'm fine. Really I am. I just have a lot on my mind."

Mrs. Teasley shakes her head. "Scott, I've been keeping an eye on you. And I've noticed some changes in your personality as of late. I want you to know that if you are having a problem or need to talk at all, you can come and see me."

Scott grins politely. "Thanks, Mrs. Teasley. But everything's cool, really." he says as he walks around her and continues to make his way down the hall. Mrs Teasley watches him with a look of concern on her face.


"That's right everyone, prom is just two weeks away." says David over his radio show as his voice echoes throughout the halls of the school. "So for you guys out there you have just two more weeks to rent a tux, pick out a corsage, find a limo, and all that other fun stuff that this time of year entails for us.

"And for you girls out there, there are still plenty of beautiful prom dresses still available at many of your local retail stores, but they are going fast, so if you haven't picked out your prom dress yet, don't hesitate. Remember, you snooze, you lose." says Donna over the radio show.

"And for everyone, tickets will be on sale in the main lobby everyday right up until the day of prom. And just in case any of you on the fence need any extra incentive to go to prom, we have a special surprise for everyone." announces David.

"That's right everyone, Cathy Dennis will be performing live at this year's prom. And you are not going to want to miss it." chimes Donna.

"So get your tickets today, if you haven't already. Because trust me West Beverly, you do not want to miss out on this." says David as he finishes his prom announcement and plays his next CD number on the radio.

Scott glumly walks down the hall as he hears the announcement that David and Donna make about prom over the radio. The last thing he wants to think about at this moment is prom.

As David returns to studying algebra in his booth while the music plays, Donna looks out and sees Scott looking ever so depressed as he goes to his locker and starts to work the combination.

"David, look at Scott." says Donna.

"I'd rather not, thanks." retorts David.

"David, he looks so sad." replies Donna sympathetically as she watches Scott put his books in his locker.

"He probably is. So what?" says David in an uncaring tone.

"David, what is with you?" Donna asks, clearly upset by David's mannerism. "Aren't you worried about Scott at all? I mean he is your best friend."

"What is it with the Scott pity party?" snarls David. "Did you just jump on the same band wagon that Dylan jumped on? The 'let's all feel sorry for Scott and make David feel guilty' train."

"David, he's your best friend." repeats Donna.

"Donna, I'll tell you the exact same thing that I told Dylan. He was my best friend, not anymore. You know, your precious Scott said some pretty hurtful things. So if he's feeling sad right now, I really don't give care." says David, lashing out as he closes his algebra book.

Donna looks at David with an unhappy expression as she shakes her head.

"Look, let's talk about something else, alright." says David, realizing that he's been a jerk and is trying to change the subject. "Have you given anymore thought to prom night?" David asks.

"Oh you mean about getting a room on prom night?" asks Donna. David nods his head. "So you're not worried at all about a friend, yet you want to discuss having sex on prom night?" asks Donna as she looks at her boyfriend with a disgusted look on her face. "You know David, keep acting like a jerk, and I might not even go to the prom with you, much less go to a hotel room with you." says Donna as she gets up out of her chair and leaves the radio show booth, closing the door behind her.

David contemplates what she just said for a second, and then turns around and shouts at her as she walks out the door. "Wait, is that a yes or a no?" he asks. Donna doesn't answer but just walks away. David sits back down in his chair, with a flustered look on his face.


Brenda scoffs as she walks down the hall with Kelly. "You know, I'll be so glad when prom is over and we don't have to listen to any of this hoop-lah anymore." she says to Kelly.

"You know, I'm actually starting to agree with you." replies Kelly as she sighs.

Brenda turns to look at her, surprised by what she says. "What? Kelly, I thought you were looking forward to prom. After all, you were the one who was trying to convince me to go. Wasn't it you who was saying that I had to go because this was our one and only senior prom?" Brenda says.

"Yes, but that was back when I actually thought I'd still have a date to the prom." says Kelly.

"Wait, so you aren't going to the prom with Dylan?" Brenda asks.

"That's the thing, I don't know." replies Kelly. "I went to his house last night and asked him point blank if he was going to the prom with me, and he just got all mad and annoyed that I even wanted to talk about prom."

"So he said no?" asks Brenda.

"No, he didn't say anything. All he said was that he didn't want to talk about it. That's what is so frustrating. It just seems like I can't even ask him the simplest little question anymore without him biting my head off."

"Well Kelly, Dylan isn't always the easiest guy in the world to be around. I mean if he has his mind on other things and doesn't want to talk, he's not going to. Believe me, nobody knows that better than I do." replies Brenda, trying to sound reassuring.

"Yes, I know that, Brenda." says Kelly. "At first I thought this was just a phase we were going through. That's why I came to him with the whole separating thing. I thought after a week or so of not talking that he'd be refreshed and ready to talk again. But it seems like he's even more sour now than he was before."

Brenda takes a deep breathe. "Kelly, don't take this the wrong way. But have you ever stopped to think that maybe you and Dylan just aren't compatible?" Brenda asks.

"What is that suppose to mean?" asks Kelly annoyed. "Are you trying to break the two of us up, is that it?"

"No, this has nothing to do with me." Brenda responds.

"It sure does. I come to you as a friend with a problem that I'm having with Dylan and the first words out of your mouth is that maybe Dylan and I aren't compatible. If that doesn't sound like you're trying to suggest that Dylan and I break up, then I don't know what does." snarls Kelly.

"I'm not going to do this with you, Kelly." replies Brenda. "I'm simply suggesting that it seems like you and Dylan haven't been connecting for a while. And I know what that's like first hand. I don't care if you and Dylan break up or get back together. That's not my business anymore. Now I can empathize with you, but if you want my advice, you're going to have to listen to it, even if you don't like it."

Kelly gulps and her face turns sincere. "I know. I'm sorry Brenda. I didn't mean to accuse you of anything." Kelly says with remorse in her voice.

Brenda turns her head up the hallway and sees Scott as he closes his locker door and begins to walk in her direction. Scott sees Brenda and the two make eye contact for the first time since that night when she broke it to him that she wasn't interested in being his girlfriend.

As Scott's eyes meet with Brenda's, the pain and hurt is evident. His lip quivers up and his eyes become heavy. Brenda returns the look with a sad look of her own. She can't hide the hurt she's feeling either. Scott decides to detour his route to his class to avoid having to walk by Brenda. He's too hurt and embarrassed to come face to face with her at that moment.

Scott turns and walks upstairs, going way out of his way just to avoid Brenda. Brenda frowns with that long look of sadness in her eyes, similar to the look she had when Dylan drove away from her house at Mel and Jackie's wedding a year ago after having a falling out with her father.

Kelly sees the whole thing happen and sees the sad looks that Brenda and Scott exchanged with each other. "Hey, is something wrong?" Kelly asks Brenda.

Brenda, who is lost in thought at the moment, comes back to reality. "Oh, nothing. I'm cool." she replies.

"Did something happen between you and Scott?" Kelly asks.

"Why you ask?" replies Brenda.

"Come on, Brenda. It's written all over your face. Not just by the sad way that you looked at him, but also by the fact that he didn't come over here and say anything to you." says Kelly.

"I guess I can't fool you, huh?" asks Brenda.

"Brenda, we may have not been talking to each other a lot during our senior year, but that doesn't mean I still can't read you like a book." Kelly replies. "So do you want to tell me what's going on?"

Brenda sighs and then turns to Kelly. "To make a long story short, he told me that he wanted me to be his girlfriend."

"Oh my god" replies Kelly, who is kind of stunned by what Brenda just said. "And what did you say?"

"I had to tell him the truth." says Brenda. "That I like him, but only as a friend. It was just as hard for me to say as it was for him to hear."

"Wow, that poor guy. Brenda, you were probably his first crush." says Kelly.

"Yeah, and his first broken heart" replies Brenda.

Kelly comfortably pats Brenda on the shoulder. "Hey, you did what you had to do. I mean sooner or later he was going to have to know the truth. I know it's tough, but he'll get over it and move on to some other girl." says Kelly. "Believe me, I've had to break a few hearts in my day."

"I know, including mine with what you and Dylan did." says Brenda.

Kelly frowns. "Yeah, I know."

"Look Kelly, it wasn't just that he asked me and I had to say no. There was more to it than that. I mean he went out and bought me a bracelet from a jewellery store, and arranged for dinner and a walk on the beach. I mean he went through a lot of trouble." says Brenda.

"He did what?" Kelly asks as her eyes light up.

"He bought me a bracelet from a jewellery store to show me he was serious. It was one that I had my eye on. And believe me, it cost him at least a couple hundred dollars." Brenda says.

"Oh my god, Brenda, he really had it bad for you." Kelly says.

"Yeah, I know." Brenda replies.

"So he went through all that trouble just to ask you to be his girlfriend?" asks Kelly.

"Yeah. I guess he felt like he needed to prove how special I am to him." Brenda says.

Kelly shakes her head and sighs. "God, what I wouldn't give to have Dylan do something like that for me, just anything to make me feel special. You know with all that money he has, something like that would be nothing for him. But I guarantee you that something like this would never ever cross his mind. You know how he is." says Kelly.

"Yeah Kelly" says Brenda with a sigh. "I know exactly how Dylan is." she says. Brenda continues to walk down the hall with Kelly. What she just said hits her too. Dylan never went through that much trouble to show Brenda how much he cared about her when they were together. It was only when it was convenient for him that he would show his sentimentality. If only Dylan had some of Scott's sensitivity, he would be the perfect man.


As Brandon opens his locker, his peripheral vision catches somebody come up to him and stand right next to him. He turns to see who it is and sees Steve standing there with a big Cheshire cat grin on his face.

"For somebody who just got out of detention, you sure do look mighty happy." says Brandon.

"Well why shouldn't I be happy?" Steve asks. "It's a beautiful day. The sun is shining, the birds are out singing, and I just got myself a date to the prom."

Brandon smiles at his best friend. "Do I even want to know with whom?" he asks jokingly.

"No worries, Brando. It's somebody you know." says a smiling Steve.

"Well do tell, Steve. The suspense is just killing me." Brandon replies sarcastically.

"It's Celeste." answers Steve.

"No way, Celeste from the game show?" asks Brandon. "I thought you two were history. She did turn you down for the Lakers game after all."

"Well apparently not. She called me up this morning and talked about how much she missed me and how she was looking forward to seeing me again. So I asked if she'd be my date to the prom and guess what she said." says a gloating Steve.

"Oh do tell, Steve." replies Brandon.

"She said 'I can't think of any place I'd rather be.' I'm telling you Brandon, I'm in. I think I've finally met the one." shouts an excited Steve.

"Steve, you say that about every girl who gives you the time of day." says Brandon.

"I know Brandon, but this time it's chemistry, I can just feel it." replies Steve. "I'm telling you man, going on that game show was the best thing I ever did."

"Well congratulations." Brandon replies with a sour look on his face. Steve's gloating smile disappears as he realizes that bringing up the game show might not have been the best idea considering that Brandon wanted the exact same girl, but Steve was the one who got her.

"Hey Brandon, come on, buck up." Steve says cheerfully. "Listen, just get yourself a date to the prom and we can all go to the prom together. I'll rent a big stretch limo. All you have to do is get a tux, and I'll take care of the rest."

"Forget it, Steve. I'm not going to the prom." replies Brandon.

"What?" asks a stunned Steve. "What do you mean you're not going to the prom?"

"I mean exactly what I said Steve. I'm not going to the prom. I don't have a date and there's nobody at this point that I really want to ask."

"Brandon, come on, you have to go." says Steve. "It's a once in a lifetime event, our only senior prom. Everyone's going."

"Everyone's not going, Steve. Brenda's not going. I'm not going." replies Brandon.

"So there won't be a Walsh at the prom?" Steve asks. "Man, that sucks. Hey, I have an idea since you're not going and Brenda's not going, why don't you…." starts Steve, getting cut off in mid sentence.

"Hold it right there." says Brandon aggressively. "Don't even think about finishing that sentence. I'm not taking my sister to the prom. That's just wrong. Now can we just drop this whole prom thing?"

"Alright fine." says a disappointed Steve. "Anyways, I don't see why you just don't break down and ask her."

"Ask who?" says Brandon.

"Andrea" replies Steve. "Who do you think?"

"You think I should ask Andrea to the prom?" says Brandon.

"Well yeah" replies Steve, in a 'shouldn't it be obvious' tone of voice. "The two of you have been like a team the past three years. And honestly, I'm pretty sure she's waiting for you to ask her."

"Steve, going to the prom with Andrea, I might as well be going with my sister." Brandon replies.

"Brandon, a girl doesn't have to be the love of your life for you to go to the prom with them." replies Steve. "Anyways, think about it man, that's all I ask. I gotta run, catch you later." says Steve, as he gives Brandon the handshake finger snap then takes off down the hall.

Brandon starts to walk down the hall in the opposite direction when he hears a familiar voice call out to him from behind.

"Hey B, wait up, man." shouts Dylan. Brandon stops, turns around and waits for Dylan to catch up with him.

"Hey D, what's up?" greets Brandon.

"Man, fill me in. What happened when your sister got home last night?" Dylan asks.

"Woah, take it easy, bro." replies Brandon. "The way you're acting, you'd think you have some sort of personal stake in the matter."

"Brandon, come on." replies an anxious Dylan. "Just tell me. What happened?"

"Well, to make a long story short, everything that you said would happen happened." replies Brandon.

"So she turned him down?" Dylan asks.

"Yup. And she feels terrible about it. She told me the whole story last night. And the tear drops were falling in her ice cream." Brandon says.

"Oh yeah, ice cream, that's the Walsh answer to all of life's troubles." replies Dylan.

"Well, last night's episode warranted a scoop of rocky road and a scoop of vanilla fudge. Only time she's done that before is when she broke up with you."

"That bad?" Dylan asks.

"Dylan, she totally blames herself for breaking Scott's heart." says Brandon. "She hates what she did and that she had to do it. Even more, she hates herself because she feels like she misled him and gave him false hope. I mean as bad as she was when you picked Kelly, I think this may be worse."

Dylan just stands there looking at Brandon for a moment. He realizes the situation is worse than he thought.

"And what about Scott, you seen him at all today?" asks Dylan.

"No, I can't say that I have. But I'm sure he's pretty crushed." says Brandon.

Dylan grimaces for a moment and then shakes his head. He realizes this has the potential to be the straw that broke the camel's back with Brenda. With everything that has happened to her during her senior year with them breaking up, then the revelation about what happened with Kelly, and now this, it stands very likely this may be what pushes Brenda to go to the University of Minnesota and get away from these painful memories. And if that happens, any future Dylan might possibly have with Brenda will never happen.

"Man, I got to do something." says Dylan.

"Dylan, man, what's done is done. It's sad and unfortunate that it had to end this way, but what more can you do? Brenda's depressed, Scott is heartbroken, and at this point you getting involved will most likely serve only to make everything worse." says Brandon.

"So are you saying we should sit back and do nothing?" asks Dylan.

"Normally, no I wouldn't say that. But I don't think that talking to Brenda right now is going to do any good. Besides, this really doesn't have anything to do with you. You need to just let Brenda and Scott work it out for themselves." says Brandon.

Dylan sighs as he stares emptily down the hall way. "I don't know, man. Maybe you're right."

Brandon pats Dylan on the shoulder. "I know how you feel, bro. Believe me, if there was something I could do to make everyone involved feel better, I would. But there isn't. We just have to let time heal the wounds." Brandon says. "Besides, we're all going to be out of here in a month anyways and this will be ancient history."

Brandon gives Dylan a reassuring slap on the back and starts to walk away, leaving Dylan alone with his thoughts.

"Yeah, and so will she." Dylan says silently to himself referring to Brenda. Time is running out, and Dylan begins to realize that it's going to be up to him to set things right. The whole situation with Brenda, Scott, Kelly, and himself isn't entirely his fault. But he was the one who set the wheels in motion when he began his secret affair with Kelly and then picked her over Brenda. That set off a chain of events that led to a whole lot of hurt feelings and broken hearts. And while he has spent most of his life looking out for himself, he knows if he doesn't make this situation right, he's going to be forever haunted by visions of what might have been.


Later that day, Brenda is walking alone out in the courtyard where she is approached by Tony Miller.

"Hey Brenda." shouts Tony as he comes running up to her.

Brenda looks at Tony, pretty much annoyed by his mere presence but still manages to put up a polite front. "Hey Tony" Brenda replies.

"So I hear you're not going to the prom?" Tony asks.

"Look, I don't know what you did or didn't hear. But I haven't decided yet. And to tell you the truth, I haven't really given it much thought. It's just a stupid prom." replies Brenda.

"You're right." Tony says. "Well, I have a crazy idea. How about going with me?"

Brenda turns and shoots Tony a look. "You're right. That is a crazy idea." she says.

"So is that a yes?" asks Tony with a hopeful look on his face.

"That's a no thank you." replies Brenda as Tony's hopeful grin turns into a frown.

"Oh come on, Brenda. Why not?" Tony asks, his tone becoming less friendly.

"Sorry Tony, nothing personal, but you're just not my type." says Brenda.

"Come on, Brenda." begs Tony. "I will go all out, tux, limo, corsage, dinner, everything. I promise you will have the best time." says Tony.

"That's really sweet of you, Tony. But I'm just not interested." says Brenda who is becoming annoyed at Tony's persistence and continues to walk. Tony walks beside her and continues his ruthless persistence.

"Brenda please, I have waited 2 years to ask you out on a date. But you were always with Dylan. And now that you finally wised up and ditched that loser Scott, I figured that you were ready for a real man." says Tony with a cocky grin on his face.

Brenda looks at Tony Miller in sheer disgust with a look that could burn a hole through anybody. How dare he attack her friend like that? "Don't you say that, Miller." says Brenda pointing a finger into Tony's chest.

"What?" he asks.

"Don't you call Scott a loser. Don't you ever call him that!" shouts Brenda aggressively.

"Okay, damn. Chill out." Tony replies.

"No I won't chill out. I'm not some dumb airhead who gets all dreamy eyed for the jock of the week. I don't care if you were playing in the NFL. I wouldn't go to the prom with you if you were the last single jock left in California. And Scott is not a loser. He happens to be a very sweet, sensitive, and caring person, which is far more than I can say for you."

"Come on Brenda, the guy is a total dork." says Tony.

"He is not a dork, Tony. He's my friend. And you're nothing but a horse's ass." she replies to him and starts to walk away. Tony grabs her arm, with an angry look on his face. He clearly does not handle rejection well, let alone insults.

"Just who do you think you're talking too?" he says angrily. "There are at least fifty girls in this school who would die to go to the prom with me."

Brenda tries to squirm her arm free, but Tony's grip is too strong. "Get your hands off me, Miller."

"HEY!" shouts a male voice from behind Tony. He turns and sees Dylan walking toward him at a fast and furious pace and quickly lets go of Brenda's arm. Dylan comes walking up to the two of them. "Just what the hell is going on here?" Dylan asks.

"Buzz off, McKay." replies Tony. "This isn't any of your business.

"See that's where you're wrong, chief. You put your hands on Brenda and you've gone and made it my business." Dylan says in a hostile tone. "Now you have exactly three seconds to tell me what's going on, or I can assure you things are going to get very nasty right here and right now. That will be one, two, and…." says Dylan getting cut off.

"Alright." Tony screams. "I was just asking Brenda here if she'd like to go to the prom with me."

"And did you ask her?" asks Dylan.

"Yeah, I asked her." Tony replies.

"And did she give you an answer."

"Yeah." says a hesitant Tony. "She said she'd think about it."

"I told him no, Dylan." says Brenda as she has her arms folded with a disgusted look on his face.

"See, you have your answer right there." Dylan says to Tony. "Now unless there's anything else, I believe your business with her is done, is it not?"

"Yeah, I guess it is." Tony says in an angry tone as he stares at Brenda, then back at Dylan.

Dylan pats Tony on the shoulder and then leans in to whisper to him. "Let's get one thing straight, alright. If you ever so much as put a finger on her again, I will make your misery my personal mission in life, you got it?" whispers Dylan as he raises his eye brow and shoots Tony a look indicating he's all business.

Tony just scowls back, not saying anything as he turns around and walks off in a huff. Dylan turns back to Brenda, whose eyes are becoming squinty and watery. She has one hand covering up her face as the pain in her eyes is apparent to Dylan.

"Hey, are you alright?" Dylan asks softly.

Brenda shakes her head no. "No Dylan, I'm not alright. I'm not going to be alright." cries a weepy Brenda.

"Hey, don't worry about it. Miller's a jerk, but what else do you expect from a jock. Anyways, I guarantee you that he won't bother you anymore." exclaims Dylan, trying to be reassuring as he walks over to Brenda.

"No Dylan, it's not that. That's just the icing on top of what is turning out to be the worst week of my life."

Dylan frowns as he knows exactly where this is heading. He knows, and Brenda knows that he knows, so there is no sense in rehashing it. "Bren, take it easy, it's not your fault." says Dylan trying to be comforting. At that point Brenda breaks down and starts crying.

"You're wrong, Dylan. It's all my fault. I mislead Scott. I broke his heart. And now he's going to hate me for the rest of his life." cries Brenda. Dylan walks over to her and hugs her.

Brenda buries her head against Dylan's shoulder and closes her eyes. This is the closest thing to comfort she's felt in the last two days. There's something about being in his arms that always makes her feel better, even under the worst of circumstances. Dylan just stands there holding her tight.

"Shhhhh." he whispers to her, trying to sooth the situation. "It's going to be okay, Bren. I promise. He's not going to hate you." whispers Dylan, who continues to hug Brenda tight. "Everything going to turn it, you'll see.

As Dylan hugs Brenda, and comforts her while she cries, two unhappy people watch this scene from across the court yard. Scott sees the two of them hugging and a look of sadness and hurt is embellished across his face. Having Brenda reject his offer was crushing. But seeing her and Dylan in an embrace only serves to kick him while he's down.

Across from Scott, Kelly is standing there with her arms folded and a big scowl on her face. She is angered by thoughts of the fact that Dylan won't even talk to her, but uses any excuse he can to run to Brenda. This scene is reaffirming thoughts that her relationship with Dylan is now on life support.


Scott sits alone next to a tree in the corner of the courtyard, lost in his own world. He's doing anything and everything to avoid any type of conversation with people.

As he sits there by himself with his head buried between his knees, Donna and David spot him, while walking in the courtyard.

"David, look at him. You can't just leave him when he's like this. Go talk to him." says Donna.

"I don't know, Donna." replies David.

"Do it, David. Or start looking for another date to the prom." says Donna.

David frowns and slowly walks over to Scott. "What's up, Scott?" David says as he takes a seat beside his one time best friend.

"Hey David." says Scott who doesn't lift his head up, but recognizes David's voice.

"Man, you look like somebody just punched you in the gut. Want to talk about it?" David asks.

"Well David, that's just about how I feel. Honestly, I wish somebody had punched me in the gut, it would be a lot less painful." replies Scott as he slowly lifts his head.

"Look Scott, I just want to tell you that I'm sorry about the other day. I really had no business telling you what to do with whatever it is that you and Brenda have going on." says David.

"David, there is nothing going on with me and Brenda." Scott replies. "In fact it turns out you were totally right. I tried to give her the bracelet and asked her to be my girlfriend, and she refused. She said she just doesn't like me like that."

David shakes his head. "Aw man. I'm sorry, Scott." says David. "That's what I was trying to tell you the other day."

"Yes David, I know you tried to tell me and I wouldn't listen. So go ahead, get it all out of the way right now. Let me hear the 'I told you so.'" replies Scott hastily with a shaky voice.

"Scott, that's not why I'm here, man." says David.

"Well, enlighten me, David. Exactly why are you here." says Scott.

"Cause, you're my best friend. And I hate to see you sitting over here all down like this." replies David.

"Please David, we've been through that already." says an annoyed Scott. "We're not friends anymore. We stopped being friends last year. I'm not cool, like you, remember."

"Scott, you are cool and we are friends." says an emotional David. "Look man, I know I've been a pretty lousy friend this past year. But I feel bad. I want to make it up to you. How about you and I go see a movie this weekend, on me?"

"I don't need your pity, David." replies Scott as he buries his head down once again. "Now just go on back to your girlfriend and all your cool friends and leave me alone." cries Scott.

David frowns and nods his head. "Alright, alright, I deserve that." David says. "Scott, I can't change what I've done. It was wrong of me to go off and make new friends and leave you behind. And if you want to sit here and feel sorry for yourself because Brenda turned you down, I can't stop you. But the fact is that you got a lot of people who care about you. Not just me, but Donna cares about you as well. So does Steve and Brandon. And so does Brenda. Just because she said no to being your girlfriend, doesn't mean she doesn't care about you."

"David, please, I don't want to talk about this." shouts Scott, beginning to get emotional.

David stands up, nodding his head. "Alright, fair enough. Look Scott, I really am sorry, man. If you change your mind and want to talk, I'm here for you."

"Thanks." replies Scott quietly.

"Look, just don't let our friendship die, man. We've been friends our whole lives. And a year ago, I forgot how important it was. Don't you go and do the same." says David.

Scott doesn't reply. He just sits there on the ground up against the tree with his knees bent and his arms wrapped around his knees and his head ducked in between his knees. Clearly he is emotionally devastated and wishes to be left alone. David knows this and walks away, feeling bad for his old best friend.


Meanwhile, off on a secluded part of the courtyard, Brenda sits on a bench with Dylan. She has gotten her emotions under control and has begun talking rationally, though she is still clearly upset. Dylan continues to try to reassure her that things aren't as bad as they seem.

"Look Bren, you did what you had to do alright." says Dylan. "I mean if you don't like the guy, you don't like the guy. You couldn't go on living a charade. It wouldn't have been fair for either one of you."

"Yes Dylan, I know that. But the fact remains that he would not have asked me in the first place if I hadn't started this whole thing. I should never have agreed to do it in the first place. No good was ever going to come of it."

"Oh come on, Bren." replies Dylan. "You know that's not true."

"It is true, Dylan, it is." Brenda replies.

"No it's not." retorts Dylan. "Brenda, can you look me in the eye and honestly tell me that your life wouldn't be better if you and Scott hadn't become friends?"

Brenda thinks for a moment then looks at Dylan. "Well, I know his would be." she replies.

"Oh really?" Dylan asks. "You think that the old Scott Scanlon would have ever had the courage to come up and ask you to be his girlfriend. Or what would have happened if Scott hadn't been there at Kelly's birthday party when she ODed? He was there because you were there. Bren, he became a more confident person because of you." Dylan says softly to Brenda

"Yeah, and then I turned around and destroyed all that confidence by rejecting him. Don't you get it, Dylan. Everything I worked for with him to make him more confident and well liked got destroyed the moment I rejected him."

"No it didn't, Bren." replies Dylan. "You showed him what he had in him in a way that nobody could have. Give yourself some credit. Scott Scanlon is a better person today then he was a few months ago, and that's because of you. The same way that I'm a better person today because of you." says Dylan.

"Dylan, what are you saying?" asks Brenda, confused by where he is going with this.

"I'm saying that once Scott gets over the hurt and sting of rejection he's going to realize all that you did for him. He's not going to hate you, Bren. Same way as I could never hate you." Dylan says. Brenda gulps and looks down for a moment. Dylan reaches out and grabs her chin and lifts it up to look him in the eye.

"Look, you and I have been around the block." Dylan says softly. "Both of us have hurt each other more than once. But in the end, what matters most to me, is all the times you were there for me. And you saved me from becoming an alcoholic and wrecking my life. Because you showed me the light, I might now actually be able to make something of my life. Give it some time, and Scott's going to realize the same thing."

Brenda cracks a smile for the first time as her eyes meet Dylan's eyes. Instinctively, her hand moves forward, almost as if it wants to reach out and hold onto Dylan's hand.

"You're amazing, Dylan." whispers Brenda. "You always know just the right thing to say to make me feel better."

"Do you feel better?" he asks. "I'm glad."

Dylan and Brenda's eyes have become locked as they look at each other. His warm smile and soft eyes are a reassuring comfort to her that she so desperately needs at that moment. As her hand reaches forward, his does too. They can both sense it, both of them want the same thing at that moment. But before it can go any further, the scene is interrupted by an angry voice.

"Well, isn't this just a cozy little scene." snarls Sue Scanlon as she walks out from around the corner, startling both Brenda and Dylan. With her leather jacket, torn jeans, and black make-up, Sue has a look of a girl who is pissed off at the world. Brenda pops up at that moment. "Oh no, don't get up on my account, sit, by all means." says Sue, the anger and contempt in her voice is very apparent.

"Hi Sue." says Brenda. "How's it going?"

"You know, Brenda, why don't we just skip the formalities and get right to the point. Cause I'm just a little pissed off right now, and you happen to be at the center of the cause of it all." growls Sue with a nasty look in her eyes.

"Look Sue, I know what you're going to say." says Brenda, trying to reason with her.

"Do you now?" Sue asks.

"Look, maybe I should go and leave you two to talk." says Dylan.

"Oh no." cries Sue. "You stay right here. After all, there are no secrets amongst friends, or in you all's case, on again off again lovers?"

"Sue, lay in to me all you want." says Brenda. "I deserve it. But don't attack Dylan, he didn't do anything." Dylan just stands there and listens in. Unbeknownst to everyone else, at that moment, Tony Miller is about to round the corner but sees the scene that is going on and decides to hide out of sight and eavesdrop on the conversation.

"You know Brenda, when you got assigned as my senior buddy; I thought I hit the jackpot. You were so sweet and kind and understanding and would always take the time to listen to me. I really looked up to you and admired you. That's why I asked you the favor that I did. Because I knew if anybody could help Scott, it would be you." Sue says emotionally.

"Yes Sue, I know. And I wanted to help him. I really did." cries Brenda.

"Don't tell me that, Brenda. Don't you dare. You weren't trying to help him" says Sue. "You know, I've gone over and over it in my head and the way I see it, you were either intentionally trying to mess with his head or you were using him for something else. Either way, that makes you a wretched human being in my book."

"Hey, that's enough." screams Dylan, who immediately jumps to Brenda's defence.

"You stay out of this, surfer boy, unless you want to come out to four flat tires on your Porsche after school."

"Sue, just calm down alright." says Brenda.

"No Brenda, I'm not going to calm down. Not until you tell me exactly what the hell you were doing kissing my brother in front of the Peach Pit and then holding his hand in the hallway at school." says Sue. Brenda looks down shamefully. "You knew Scott liked you, and you knew his history. Surely you had to know that doing such things would make him fall hard for you. And then he pours his heart out to you and you reject him? You know, I've never seen him like this before. He can't even look me in the eyes, he's so hurt. WHY DID YOU DO IT, BRENDA? HAVE YOU NO HEART?" screams Sue.

Dylan holds out his hand to try to get Sue to calm down, but to no avail. Tony Miller just listens in intently from around the corner.

Brenda raises her head, almost in tears. "I'm not proud of what I did, Sue. I used your brother in the beginning, because I was trying to make Dylan jealous."

Sue shakes her head in complete disgust and disbelief. "How could you?" Sue cries. "How could you play with my brother's feelings like that? I thought you were different, Brenda. I thought you cared about him."

"Sue, I do care about him. Once I learned about what a great guy your brother is, I couldn't do it anymore. And I eased off. But by that time, he had already fallen for me. I didn't know what to do. I was hoping his feelings for me would gradually disappear." says Brenda emotionally.

"You got to be kidding." replies Sue. "You think given Scott's social history that he can just forget and move on from the first girl he kissed and the first one he fell in love with? He's not like the two of you. See, he actually has a heart."

"Hey, what's that suppose to mean?" asks Dylan angrily. While Brenda is very empathetic towards the way Sue feels, Dylan is getting fed up with her constant attacks.

"You figure out." Sue says to Dylan. "You dump Brenda for Kelly, crushing her. Then she uses my brother to try to win you back. So in turn you used and hurt a good and caring guy in hopes to try to win back this jerk."

"Sue, that's not how it is at all." cries Brenda. "I like your brother, and I value his friendship more than words can show. And I'm living in hell right now. This is worse than when Dylan left me for Kelly. I know what I did was wrong, and I truly hate myself for it."

"Yeah, well tell that to my brother." says Sue. "Because neither of you have to go home and see him sitting in his room motionless as he stares out the window, wondering what the hell it is he did wrong."

Brenda and Dylan just stand there and look at Sue, then look at the ground, both are feeling a deep sense of regret for what they've done and what Scott is currently going through. Neither of them can say anything.

"Look, both of you, stay the hell away from my brother, and from me." snarls Sue as she goes walking off, clearly giving off the vibes of a woman scorn.

Brenda and Dylan just stand there for a moment, then look at each other. Dylan finally reaches out for Brenda and pulls her inward and hugs her. Brenda hugs back and just stares blankly past his shoulder, feeling lost.

Around the corner, Tony Miller has heard the entire conversation and now knows the whole history as to why Brenda was hanging out with Scott in the first place. He begins to snicker, and it turns into a giggle, then turns into an outright laugh. He now knows information that he was never intended to find out. The only question is, what will he do with it.

TO BE CONTINUED