Hey guys!!! Thanks to all those who reviewed and encouraged me to continue!! sorry i haven't updated in soooo long!!! i got lots of stuff to do in school!! well, here's the third installment!! working on the next chapters!! love yah guys!!! keep the reviews coming!! tell me if it sucks!! heheeheh!!!

Chapter 3

Part I

Haley paced Brooke's room with anticipation and dread. It was Friday afternoon, the day of the sleep over, and Brooke had left her alone in her room for thirty minutes now.

Haley finally decided to sit down and calm herself. It's just a stupid make-over Haley, nothing to be afraid of, she tried to convince herself.

"Look at the bright side, at least you'll finally be able to walk up to Zach's moronic teammates, flip your hair, and make them drool all over you." Brooke had said on the phone last night.

Haley doubted if she could flip her hair and make them drool, but she could definitely walk up to them and gloat at the surprised looks on their faces. And most important of all, Zach won't have to worry about her anymore.

Haley looked up at the door as Brooke came inside the room with a big smile for her best friend. Make-overs were the second best thing in life for her, next to shopping of course.

"Ok!" Brooke said with a cheerleaderish shout. "I think I have everything we need." She said.

She emptied all the bags of cosmetics and what not onto the bed. Haley was amazed at the amount of junk Brooke had reserved for make-overs like this. She instantly thanked the heavens for giving her a fashion conscious bestfriend.

"Hmm.. Where do we start?" Brooke said as she tapped her finger on her pursed lips. "You have contact lenses right?"

"Yeah, but I don't really use them."

"Well, you have to get rid of your glasses, that's the first step. Sacrifices must be made if beauty is to be achieved." She said with a solemn look that would do Confucius proud.

Haley had to smile at Brooke's proverb. She decided Brooke was right, the glasses had to go. She took them off and got the contacts from her back pack.

"See?! I'm sensing some improvement already!" Brooke said and they both laughed.

"Your hair has a naturally rich golden brown color. That's an advantage for you. With some highlights here and there, you'd look fabulous!" she said after Haley put her contacts on.

"And your eyebrow, they already have a nice curve. All they need is a little pruning!" she said enthusiastically.

"Brooke, get a hold of yourself! Its only a make-over!" Haley said with a laugh.

"It's not just a make-over Honey! It's an art!"

They looked at each other and burst into giggles.

"Now, for the serious part! Let's get to work!" Brooke said with determination.

Part II

After 5 hours of brushing, waxing, highlighting, plucking and pruning, Haley was finally ready to enter the next level – Clothes. Brooke didn't allow her to look at the mirror yet, she wanted Haley to see the over all effect of her magic makeover.

Brooke opened her huge closet and started throwing out tons of designer clothes for Haley to choose from.

"We have to choose the perfect outfit for you for school on Monday. Since we don't have time to shop, my wardrobe would have to do. But don't worry, I'll shop with you next week!"

She took out a sexy mini skirt and tube top. "How about this one?"

"Brooke, it's screaming 'slut'! No offense." Haley said.

"None taken. Ok, how about this one?" She said as she held up a halter top and hipster pants.

"Still too sexy for me. Have anything simple I could try out?"

"Girl, you ARE sexy! You need to be daring! Have a little spunk! Here, try this one out! No buts Haley! Go! Try it out! I promise you'll like what you see!"

Haley sighed and got the halter and pants from Brooke. She knew there was no escape once Brooke made up her mind.

"My nipples are gonna show!" Haley wined when she got out of Brooke's dressing room.

"No they won't! it's not even half as revealing as my other outfits! You just have to---" Brooke forgot what she was about to say when she saw Haley.

"Oh-my-god! Haley! You look fantastic! Go, look in the mirror!" she said as she grabbed Haley by the shoulders and dragged her to the vanity.

Haley didn't recognize the girl staring back at her in the mirror. She DID look fantastic. Brooke may not be a rocket scientist, but she's the Messiah of makeovers.

"Brooke, you're a genius!" Brooke said aloud. "Well Haley, say something!"

"Get ready Tree Hill High! Haley James is in the house!" Haley said at last with a confident smile.