A/N: A big thank you to my reviewers! No greater feeling than being ebbed on by your peers, I'll tell you that for a dollar. And Phish Food – since I've graced you with an update, perhaps you'd like to return the favor and keep going with Should I Stay Or Should I Go, rather than leaving poor saps like me in suspense!

0-o

It must have been one in the morning.

Freddy Jones had his arms draped over the wheel, and his chin, in turn, rested on his arms. Glumly, he followed the featureless road for as far as the headlights shone, with only the low whistle of passing trees to accompany him. He sighed and glanced into the mirror again. With everyone fast asleep, he had no misgivings over staring at Katie as she sat limply in the pit of a beanbag, her lips partly open to release shallow snores.

And she was so beautiful in the dim glow of the ceiling light.

The shadows played upon her face and gave the illusion of a porcelain mask. As she swayed gently to the shaking of the van, a stray lock of hair fell over one delicately closed eye, and in that instant, Freddy grimaced at his rotten luck. How could he have let this happen? He'd known her for so long, and had been afforded dozens of opportunities to make a move or prove his worth. Mulling over it, his eyes glazed over as the endless road became a passage of time, and he followed it back to their first ever gig……

The world had changed dramatically for the Horace Green 5th graders after the Battle of the Bands. When it became apparent to the 'helper' students that they weren't really serving a purpose at all, everyone went their separate ways. Frankie, Leonard and the rest became distanced from Dewey's disciples; Gordon became immersed in computers and no longer did lighting; and Billy went off to pursue his dream of becoming the next Carson Kressley.

At one point, Freddy had entertained the idea of dating Michelle, if only because she'd expressed so much interest in him. They were fourteen years old, and she'd arranged to have him stay for dinner and meet her parents after band practice. That afternoon, Freddy had shown up to Dewey's earlier than even he; and was planning to tighten up his kit until the rest of the band arrived.

He remembered pausing in the doorway when he heard the low purr of a bass guitar.

Creeping inside with mischief on his mind, Freddy had peered around a broad wood column, ready to give Katie the fright of her life. He'd stopped dead in his tracks when he saw her there, though. To the untrained eye, there was nothing different or special about the way she stood, her guitar strap slung casually around her neck. But Freddy was awestricken. He studied her face, watched the subtle knit of her brow, or the way in which she bit her lip or combed stray threads of hair behind her ear. He drank in all of her little nuances as she plucked away at her bass, and fell hopelessly in love with her right then and there. When she at last looked up, he didn't turn away, he just stood there, transfixed.

"Heya, Freddy," she'd said to him with a bored smile, "Didn't hear you come in."

He vividly recalled wanting to tell her how he felt, but then Dewey had barreled in with a mind to melt faces. After practice, Freddy had forgotten all about Michelle and their dinner date, and stumbled into the hazy eve with nothing but Katie on the brain. Three years of awkward repression had followed, and –

Wump!

A pothole in the road shook him from his thoughts. He took a sharp intake of breath and eased back into his seat, glancing again at the mirror for a moment. He did a double-take, however, when he discovered the impact had sent Katie's head straight for Zack's shoulder, and dismayed, he watched her unconsciously snuggle up against his best friend.  

"You got a thing for Zack, dude?"

"Augh!" cried Freddy, flinching away from Dewey's sudden interjection.

Dewey, having been partially conscious for the last ten minutes, gave a bemused snicker and sat upright, dusting corn chip crumbs off his shirt.

"Don't……do that, man!" Freddy hissed, "I could've swerved clean into a ditch!"

"Could've, should've, would've," yawned Dew, scratching his whiskers. "Looks to me as though you been thinkin' a lot about what might've been, am I right? S'what's the deal with you n' Katie?"

"I dunno what you mean," he murmured, frowning to note that his cheeks had become hot.

"C'mooon, Spazzy, who'm I gonna tell? You like Katie! Perfectly natural, the chick's a loaded pistol."

"Would you keep it down?" the drummer seethed. "Someone might be listening!"

Dewey peered over his shoulder and looked at Summer, curled up on her stomach like a sleeping Doberman and muttering something about gold stars.

"Uh, nope," he smirked. "They're all out like a light. So, c'mon, lay it on me. Let's have a man-to-man, man; it's a tour van tradition!"

Freddy stared long and hard out at the road before him. Of course he trusted Dewey, and in truth, he wanted someone to lay his angst on for a while. But still……Freddy Jones was a resolute punk rocker, not some jealous whiner with a mind to box his best friend's ears. He resolved to fill Dewey in, but to keep a certain tone of voice that said to the obese crooner, 'I don't really give a crap.'

"Yeah, I like her," he murmured, broodingly. "Y'satisfied?"

"I guess," shrugged Dewey, fishing for M&Ms between the seat cushions. "Are you gonna ask her out?"

"Uh, hello? Y'wanna take a look behind you?"

Dewey glanced over at Zack and Katie. Granted, it was a rather tender moment, but Dewey knew better. He gave a hearty sigh and crossed his legs over the dashboard, searching for the right words.

"Listen, Freddy," he began in all seriousness, "If you think Zack's got a better shot at the prize, you should think again. That guy's married to the music, and trust me – he's a devoted husband."

"I don't get it."

"Zack Attack ain't ready, pal! He's in his eh-leh-ment, like Kurt before Courtney. The guy shreds like an old pro, and trust me when I tell you he won't settle down until he goes double platinum! Katie'll figure that out sooner than you."

"Wait until she settles for second best," said Freddy, despondently. "That's kind of a downer."

"You're not second best, dude, you just haven't been tryin' hard enough. As long as Zack's workin' his Ringo routine, she'll always dig him. Just get in there and express yourself, she'll be blown away!"

"Express myself how?" Freddy asked in earnest, willing to listen, but still skeptical.

"Do what any great musician does," shrugged Dew, pulling a wad of chewed gum off the upholstered ceiling and popping it into his mouth, "Write a song."

At this, Freddy's face darkened.

"Write a song? Dewey, I'm a drummer. What would I do, get you or……Zack to sing it?"

"You do what you think's enough for her, man," mumbled Dewey, pulling a sour face and spitting the gum out the window, "Uck. That was not my gum."

The van trundled along, and for a while the two front-seaters sat in pensive silence. Dewey stretched his arms and farted, prompting Summer to moan about demerits in her sleep, but Freddy paid it no mind. He just kept driving, lost in thought.

"Pull over, Bold As Love," said Dewey, unbuckling his seatbelt. "I'll drive, you go get some shut-eye."

"I'm okay," he murmured vaguely.

"No, c'mon, get your rest. Y'been cruisin' for hours, n' I'm wide awake."

"Yeah……yeah, alright."

His bearings restored, Freddy pulled the van to the side of the desolate road and climbed quietly into the back, trying his hardest not to step on Marta. He surveyed the van in the dim and found a vacant corner next to Lawrence, whose glasses had gone cockeyed as he leant up against a door.

"Watch yourself, Larry," whispered Freddy, easing Lawrence's wayward leg to the side and falling listlessly into a small, vacant beanbag.

A song, he thought to himself, a song for……a song for Katie……

Freddy Jones had scarcely found a melody before he was consumed by a deep, dreamless sleep.