Disclaimer: I do not own Hannah Montana.

Lilly smiled at him. She was so thrilled that he had just asked her out! She loved Oliver "Smokin'" Oken and had since pre-school. She wanted to say yes but then that thought of him living in New York and her in Malibu creped into her mind. How would this relationship work out? How would it last? There were thousands of miles between the two. They were in different schools, different cities... different states. Lilly felt her heart sank when she realized everything. She wanted to be his girlfriend but she didn't want to ruin their friendship.

"Oliver," She started, "I-I-I really want to say yes but..." She paused, "But, I don't want to ruin our friendship." Her smile faded as she spoke those words. She couldn't believe that she had just spoken them. She felt like she had just ripped her own heart out.

"What do you mean?" Oliver asked. He was confused. The original vibe that he had been getting from Lilly seemed like she wanted him to ask her.

"Oliver, think about it," Lilly stated as she pulled away from him. She turned her back towards him. "I live here in Malibu, California, and you live in New York City." She whispered as she stared down at the sand. She felt the tears in her eyes spill over and run down her cheeks. She watched as they fell and mixed with the sand.

"Long distant relationships can work out." Oliver answered as he placed his arm around her.

"Yeah, but they rarely work out!" She protested. She turned around and started to walk away. It was too painful to look at Oliver.

"We can make it work!" Oliver said as he caught up with her. He wanted to her to be his girlfriend in the worst way and he would do almost anything to make it work. He was in love with Lilly Truscott. He knew it. He knew she was 'the one' for him!

"Oliver!" Lilly exclaimed and whipped around to face him. "We lost touch with each other once," She stated, remembering three years ago when he moved and how they both promised to keep in touch. She remembered when the text messages and IMs came less and less then one day just stopping. She remembered the pain she felt when all that happened. She knew it'd be worse if she it happened again and she was Oliver's girlfriend. She did love him but she couldn't bare the pain that could potentially come out of this relationship. "If it hadn't been for this last summer and running into you on the beach, we'd still be wondering whatever happened to the other!" She exclaimed. She wanted to get away from him at that moment.

"Lilly, please." Oliver protested. "We can make it work!" He said, "We're not fourteen anymore. We can and will keep in touch." He paused. He silently debated in his mind if he should say to her what he wanted. "Lilly, I-I-I love you." He told her, hoping she would reconsider her decision.

Lilly looked at him tearfully. Why did he have to say that he loved her? Why couldn't it have been that he liked her. Him saying that he loved her, just made it all the more harder to move on and leave him. She swallowed hard and felt a lump in her throat.

"I have to go." She answered and turned away with tears in her eyes. She walked down the beach twoards her home wishing Oliver hadn't just said that. It was to painful to say no to him to begin with. She hated herself for rejecting him, but she hated him for asking her to be his girlfriend. It was the classic case of hating him and loving him all at the same time.

Oliver watched as Lilly walked away from him. He was left with the feeling of dejection and wishing things had gone different with Lilly. He felt as if his heart had just been ripped out and stopped on and torn into hundreds of thousands of pieces. He cast his sights down to the ground and turned to head back to his hotel. All he wanted to do was go back home to New York. It meant that he would have to face his parents and would probably be grounded till he dead for leaving, but it also meant that he could have a new start and erase everything that had happen while he was in Malibu from his memory. The memories he was now left with, were just to painful to live with.

Lilly slouched on the Stewart's couch. It had been two days since her encounter on the beach with Oliver. She felt sick to her stomach and wondered why she had just said no to him. She could of taken a chance. She wished she had taken a chance.

"Lilly," Miley said quietly and gently, "Are you okay?"

"No!" Lilly squawked. She was miserable without her doughnut. She wanted him back.

"Lilly," Miley asked, "Everything is going to be okay." She told her best friend, "Why don't you give Oliver a call."

Lilly looked at her. Her face had stains from where her tears had been running down her cheeks. Her eyes were red and puffy from crying and her nose looked like Rudolf the Red Nose Reindeer's. She was a wreck. She swallowed and nodded. She could always call Oliver. She grabbed her phone and dialed his cell number.

"Hey, you've reached Smokin' Oken, I can't answer my phone now, leave me a message and I'll call ya' back!" Lilly flipped her phone closed. She placed her hands on her head and felt like crying again.

"Are you okay?" Miley asked.

"His phone was off." She mumbled. "He's probably at LAX getting ready to back to stupid New York." Lilly shot up. If he was still in the airport maybe she could catch him and tell him that she loved him back and wanted to take a chance. "I have to go!" She exclaimed. She jumped up from the couch.

"Go where?" Miley asked, confused.

"I got to get to LAX!" She exclaimed She grabbed her bag and sprinted to the front door. She then stopped suddenly. "Shoot!" She yelled in frustration as she remembered that her car was in the shop.

"What's shoot?" Aaron asked. He was standing at the front door and was now the one who was confused.

"I need to get to LAX!" Lilly exclaimed, "I have to stop Oliver!"

Aaron looked at Miley and she nodded to him, "I'll drive you!" Aaron offered. Miley jumped off of the couch and followed Lilly and Aaron out of her house. She quickly sent a text message to her dad's cell letting him know what was going on. She didn't have enough time to leave him a note and figured at least she he would get the message even if he didn't reply back (which she wasn't expecting, he had a hard time when it came to texting). Hopefully they'd be able to get to Oliver before he went to gates in the airport. Once that happened there would be no stopping him.

A/N: I would like to thank Skater xoxo Babe for the idea of this chapter. I had a different one in my mind but then I got another way to end this fic that I liked better and it's only possible if I went with her idea! So, thank you Skater xoxo Babe!