Manny shakes her head.

"No, he doesn't!" Manny says trying to cry. Sean tucks in his lips. "Are you sure that's what he said?" Manny asks. Sean nods. Manny wipes her tears away. "Crying won't help anything," Manny says looking over at J.T. Sean reaches over grabbing Manny's hand.

"Don't worry, it'll all work out," Sean says. Manny looks at Sean blankly and finally takes her hand back. Manny soon walks away passing J.T. and Toby. Sean walks back to the two.

"Gee, she didn't look like talking," J.T. says observing Manny. Sean looks at J.T.

"Stop staring," Sean says firmly. J.T. looks up at Sean.

"Why? She's cute," J.T. says smiling. Sean pushes J.T. up against the locker.

"Don't get ANY ideas, I mean it," Sean says sitting him down and walking away. J.T. looks at Toby who shrugs.

------ HOMEROOM ------

Manny sits next to J.T. who sits next to Toby who sits next to Emma who is beside Sean. Sean slowly observes Manny with her hand to her chin staring at the white board. J.T. also stares. Sean takes a pencil and throws it hitting J.T. in the head. Manny soon looks over to the "hurt" J.T. She kindly rubs his head as they smile at one another; Manny pulls away and looks at the board once again. The bell rings with a sharp tone. Sean starts to head over to J.T. when Emma stops him.

"Sean, we need to talk," Emma says holding her books.

"Okay but just-"

"But nothing, Sean, this is important"

"Okay, what?"

"We use to be such a great couple and now were running apart and I think I know why," Emma explains. Sean lifts up his hands asking what.

"You have a crush on my best friend, don't you?"

"You mean Manny?"

"No, Toby, of course I mean Manny!"

"Look Emma I don't know why I just suddenly found something in her," Sean says smiling. Emma starts backing away with eyes of tears.

"Emma don't, please just" Sean says taking his hands to his side. Emma shakes her head and quickly walks out the door.

----- LUNCH -----

Manny sits by J.T. and Toby when Emma arrives with a sad face.

"Emma you okay?" Manny asks concerned. Emma shakes her head.

"What's wrong?" Manny asks.

"Sean told me the truth about me and you," Emma says holding the tears back. Manny swallows her pride.

"What do you mean me?"

"He likes you okay, he likes you!" Emma says crying. Manny looks at J.T. who looks down at the floor. Sean suddenly steps in.

"Emma please, can we talk?"

"About what? You told me the truth, it's what I needed to hear it's just that now I have to realize I'm nothing to you"

"Emma you are something just, not as much as before," Sean says. Emma wipes the tears away. Manny stands up pulling Sean to the side.

"What are you doing to her?" Manny asks.

"I can't pretend to like her okay?"

"She likes you okay? She likes you a lot!"

"I like you a lot not her"

"Sean, I can't be your girlfriend"

"Just admit it, you like me too." Manny stares at Sean and bites her lip. Sean starts heading in for his well-waited kiss as well as Manny.