Joey stood in the empty room feeling as if someone had taken something from him. He had never seen Kaiba back down from anything, especially if it involved Joey, and seeing the almighty Kaiba run from something that he himself had started...it just didn't make sense.

"I should be happy right? I won..." Joey said to himself. But he didn't feel like he'd won anything. If anything he felt disappointed. Not because he wanted Kaiba but because of who Kaiba was. Kaiba didn't let anything get in his way. If he was passionate about something, he didn't let anything stop him from pursuing it. So what was wrong? He sighed and looked around the room one last time before leaving and heading home.

At Burger World

"Maybe he got tied up," Yami suggested. Yugi looked away from the window to stare at him.

"Or maybe we're supposed to meet him back home."

"No. I remember you specifically telling him you'd meet him here. It hasn't been that long. Maybe he's finishing up some homework or something."

At the Wheeler house

Joey walked in the front door and made his way to his room. Tristan yelled a greeting as he passed the kitchen but it didn't register. Joey was too deep in thought. Serenity exchanged looks with Tristan.

"He must have a lot on his mind," Serenity said.

"We're in high school, what could possibly be on his mind? I told you, he's mad at me," Tristan objected.

"He said he was fine and I believe him."

At Kaiba Mansion

Kaiba was busily typing away at his computer, not even looking at what he was typing. He stopped when he heard a door close and his brother's voice carried down the hall.

"Seto, I'm home!" Kaiba turned his chair around as his brother peaked into his room and then took a few steps in.

"Did you have fun with your friends?"

"No. They act like two year olds. But I did run into Joey and he asked about you." The mention of Joey brought back the fear he'd felt staring down at the motionless blonde. Had it really been fear? Did he even feel fear? He shook away the thoughts.

"Well go get cleaned up and ready for bed. Then I'll help you with your homework."

"Okay." Mokuba ran out of the room. Kaiba sighed. He would have to figure out what was going on soon before it tore him apart. Joey was a nobody. A loser who always wanted to be better then he was but never managed to get there. So how had he managed to get under Kaiba's skin like that? He would never admit it but he had felt fear. A fear of getting too close to something that would never be. Something that he wouldn't let happen. Even if he was starting to believe that he had feelings for Joey, he would never let it get to a point where he'd act on them. Even if it went against one of his beliefs. Changing the play was the only way to get himself out of the situation and stop whatever was happening before it became too hard to get out.

A few hours later, Yugi and Yami walking home

"I can't believe he'd just forget. Something must be wrong," Yugi said.

"I'm sure he's fine. He's just been distracted lately. This isn't the first time he's stood us up this week you know."

"Maybe he's mad at us because we wouldn't let him help us clean," Yugi said ignoring him.

"Yugi. We'll call him when we get home and..."

"Hey Yugi! Yami! Wait up!" They turned around as Ryou ran toward them, Bakura lagging behind.

"Why'd you have to go and do that? I don't want to talk to them," Bakura scowled.

"What are you guys doing?" Ryou asked.

"We were waiting for Joey but he never showed up. Do you know where he is?" Yugi asked. Ryou shook his head.

"Nope. I haven't seen anyone all day. I've been kinda busy." He glanced at Bakura who rolled his eyes.

"Yes and we still are. So if you don't mind..." Bakura started to push Ryou down the street away from them but Ryou pushed him back.

"Bakura. Why are you always so impatient? It's rude," Ryou said in warning. "So. You wanna come with us to get something to eat? Maybe Joey will show up late."

"I don't know. I'm really..." Yugi started.

"I don't know if I like the company," Yami interuppted eyeing Bakura who just rolled his eyes again.

"I don't like it much either." Ryou looked at him. "But I suppose I can handle a few hours," Bakura gave in. Ryou smiled and looked back at Yami and Yugi excitedly.

"I guess it wouldn't hurt," Yugi said.

"Fine. Let's go," Yami agreed.

Back at the Wheeler house

"Joey? Are you okay?" Serenity knocked lightly on the door. Joey looked over his shoulder.

"I'm fine sis', but thanks for askin'," he called back. He heard her sigh and walk away. He turned back to the letter he was writing, scanned it over, then crumpled it up and threw it into his trashcan. "I can't do it like this. I need to see him in person." Joey stood up and went to leave but glanced at the clock and froze. "Yugi," he said in horror. He bolted out the door and through the house. "Be back in a few, see you later!" he called not bothering to stop. He sister looked up alarmed as he passed and then looked at Tristan beside her on the couch. Tristan just shrugged. Joey ran as fast as he could to the restaurant.

When he got there and saw that Yugi and Yami weren't alone and already eating, he hesitated. ' They didn't even wait for me or call to ask where I was...' He started to think but shook the thoughts from his head. ' They probably have a good reason.' He entered the restaurant and walked over to them.

"Hey guys, hope I'm not too late," he greeted. They all looked over and smiled as he sat down.

"Thanks God, Joey. We thought you were dead," Yugi said relieved.

"Glad to see how much fun that would be for you," he said a little sarcastically. Yugi looked at Yami as all their smiles faded.

"That came out wrong didn't it?" he asked.

"It's okay Yug', at least I know you were thinking about me," Joey reassured him it was okay.

" Happy you could join us Joey. I was just telling Yugi what Bakura did yesterday when he couldn't find the remote," Ryou said.

"Yeah and they don't really care so let's move on," Bakura growled.

"Well I'm very interested in what you did," Yami said smirking.

"Yami, if he doesn't want you to know then it isn't..." Yugi started.

"Oh but it's very funny," Ryou insisted.

"Maybe for you!" Bakura protested. The four of them started arguing. Joey sat back in his seat and sighed. Suddenly he felt like he'd rather have just forgotten altogether. It was going to be a long night.

The next day at school

Joey stood by the entrance in hopes to catch Kaiba before classes started but the limo never pulled up and his friends were starting to arrive. He gave up and walked with Tristan and Duke down the hall toward class.

"So what did you guys do yesterday?" Duke asked.

"The usual. I taught Serenity how to make Texas French Toast," Tristan said. "Where's Tea at? It's not like you two to be apart?"

"She's not feeling too well so her mother made her stay home. What about you Joey? What's going on in your life?" Joey looked over to respond just as Yugi and Ryou arrived.

"Hey guys," Yugi said happily. They all went into the classroom and sat down. To Joey's surprise, Kaiba was already seated in his corner, his nose stuck in a book. He looked at his group of friends who were now talking about a new TV show that Duke had found yesterday, and then back at Kaiba. He stood up to go over to him but the bell rang and instinctively he sat back down, as everyone else quieted and Ryou went to his seat.

"Good morning class. Grab your scripts. We're going to switch History and Reading today so we can get the auditorium before the other classes." She handed the boy closest to the door a stack of papers. "There's been a few changes to the last scene so I'm having Victor pass out the new ending. Make sure you get one on your way out the door." She exited and the class followed her out.

"New ending? I wonder what that's about?" Tristan said.

"Just as long as it doesn't involve me eating anything I'll be fine," Yugi responded.

"Oh you know there's an evil inside of you that wishes you were that mean," Duke said. "I think that queen is pretty cool. I'd love to just be able to go out and kill whoever I wanted..." Everyone looked at him funny and Yugi backed away. "Well I wouldn't eat their organs but..." Tristan hurried out the door, grabbing a paper as he went. "What?" Duke asked chasing after him. "Tristan, I was only kidding." Yugi and Joey received their papers and went after them. Joey scanned the page as he walked.

"Oh, hell. He changed it," Joey said and then ditched Yugi to confront Kaiba.