A/N: Alrighty! Here it is, my second songfic. I got a lot of crap on my song choice last time and if you don't like the choice of song, don't tell me about it. I use the songs I use for the lyrics and nothing else. So please, enjoy!

2 Am and she calls me cause I'm still awake.
Can you help me unravel my latest mistake?

I don't love him and winter just wasn't my season.

"Hello?" Katie asked as she answered her phone.

"Katie? I've got a problem," the voice told her.

"What is it Summer? And why didn't you call at a more normal time?"

"Well, I know you stay up late…"

"Alright, what do you need?" Katie asked, willing to help anyway she could.

"I hate Zack and he hates me," she told her best friend.

Katie sighed painfully. She loved Zack and it wasn't obvious to anyone but herself.

Yea we walk through the doors so accusing their eyes
Like they have any right at all to criticize
Hypocrites you're all here for the very same reason.

Katie watched at they entered her apartment, both of their gaze full of resentment for the other one. Looking for something accuse the other of. Summer's dark hair was in a long braid that fell down her back and her jeans were wrinkled. Her t-shirt was in less than perfect condition.

Zack's hair more than the regular messy. His eyes were dull and lifeless. His hoodie was stained and his black jeans were tattered and threadbare.

"Hey Posh," he said as he sat on her couch.

"Hi Katie," Summer said wearily as she sat on the opposite side of the room.

"What's up guys?" she greeted as she got some sodas out of the fridge and tossed one to each of them.

Why was it that she always had to play median? Since she turned 13 whenever there was a problem or a fight she was the one to solve it. She supposed it was just what people expected her to do and now that she was 18, it was no different.

Cause you can't jump the track
We're like cars on a cable and life's like an hourglass glued to the table,

"So what can I do for you guys?" Katie asked.

"She's arrogant."

"Well he's Mr. Careless."

"That's not true!"

"Oh I'm sorry! You have your beloved guitar and band! THOSE AREN'T THE ONLY THINGS IN THE WORLD ZACHARY!" Summer screamed at Zack.

"Whoa! Whoa!" Katie said, "Chill out."

Summer slumped back into her seat and folded her arms. She looked like five year old who had just been reprimanded.

"I'm leaving," Zack said simply.

"Well good!" Summer called after him, "Once I get home you're moving out!"

No one can find the rewind button girl
So just cradle your head in your hands.
And breathe, just breathe, whoa breathe just breathe.

That night, Katie sat alone in the dark serenity of her apartment. Summer and Zack were hopeless. There was no possible way they would be the happy couple that they were a year ago. As Katie came to this realization a knock came at her door. She flipped on the lights and walked over to answer it.

A sulky Zack stood there. "Hey," he said. Zack smelled as if he had been drinking but it hadn't done him any good.

"Um, can I help you?"

"Is it cool if I crash here tonight?" he asked quietly.

Katie hesitated, thinking about whether Summer would be furious with her. Yet, if she said no, Zack wouldn't have anywhere to go.

"Of course," she said with a smile. Summer would have to deal.

He smiled back and walked in.

Zack already had the clothes that had been in the apartment that Summer and him had shared so he didn't need anything.

"Do you want to use my shower?" Katie asked.

Zack laughed, "Thanks, I probably smell like crap."

"Not a problem."

She flopped onto couch, held her head in her hands and questioned everything silently.

May he turned 21 on the base of Fort Bliss
Just today he sat down to the flask in his fist
Ain't been sober since maybe October of last year
Here in town you can tell he's been down for while.

As he drove her to band practice, she noticed that he knew the town extremely well. Sure, Zack, just like the rest of School of Rock, had been in the town since at least 5th grade but he seemed to know every alleyway, shortcut, every corner of the town. And Katie couldn't have loved it more.

But my God it's so beautiful when the boy smiles
Wanna hold him but maybe I'll just sing about it

She stole glances every once in a while as he laughed with the guys.

Summer flipped out when Katie told her about Zack.

"Why the hell would you let him live with you! He was supposed to be a guitar-playing hobo!"

"Sum, you know who I am right?"

"Yeah. You're Kathryn Maria Brown, my best friend. What does that have to do with anything?"

"I also have the weakest heart. I see a sad puppy on the street and I take care of it then cry when I have to take it to the shelter. Pretend that puppy is Zack."

"SO! He's an ass."

"I'm sorry Summer but I won't hate him because you do."

"Yes but you don't have to take him into your home."

"Well, I'm sorry and I can't kick him out."

"Why not?" Summer questioned.

"He's the puppy I've temporarily adopted."

Cause you can't jump the track
We're like cars on a cable
And life's like an hourglass glued to the table,
No one can find the rewind button boys so cradle your head in your hands
And breathe, just breathe, whoa breath just breathe.

Katie couldn't have regretted what she had said to Summer any more than she did but she had to say what she had.

Zack could tell something wasn't right with Katie, not like he felt any better but she was supposed to be happy. That's what he wanted her to be…happy.

There's a light at the end of this tunnel you shout cause you're just as far in as you'll ever be out
And these mistakes you've made
You'll just make them again if you'll only try turnin' around

"What's the matter?" Zack asked Katie.

"Huh?" she responded looking up from the spot on the floor she'd been staring at.

"You're not yourself."

"I'm not? I mean, I'm fine."

Zack looked intently into her eyes. "Your lying I can tell."

Katie matched his stare. "First you tell me what's your deal?"

"Why?"

"Because I told you to," she said going back to the spot on the floor.

"Humph. Well, the girl I thought I loved kicked me out of the place where I lived. I'm now living with her best friend who, I like to see happy, is starting to show no emotion at all. Now you," he said flopping next to her.

"I can't say and feel the things I want to say and feel because I have friends who would be...let's say…surprised."

"Oh, I guess we've both got problems then," he laughed.

"Yeah."


2Am and I'm still awake writing this song
If I get it all down on paper it's no longer inside of me threaten' the life it belongs to.

It wasn't really Katie's style to write her feelings down but now, she just had to. She didn't really know why. She just knew that she had to get it out and her notebook was just a good a place as any to let feelings out.

She breathed deeply as she put the period on the last sentence. Katie stared at the page filled with blue ink in front of her. The dim light of her desk lamp made it hard to read what she had written. The writing was small and the number of words was plentiful.

She tried her best to read over the things she had composed. She was surprised to see what she had written because as she was writing it, she hadn't been paying attention. She thought it might make a decent song.

She'd talk to Dewey tomorrow.

Katie told Dewey about what she had written and he loved it. It wasn't very classic rock like the band usually did but it had "a good feel". He told her that she could perform it at the next gig.


And I feel like I'm naked in front of the crowd
Cause these words are my diary screamin' out aloud

And I know that you'll use them however you want to.

She timidly walked up to the mic and adjusted it a bit since Dewey was a little shorter than her. Katie closed her eyes and took a deep breath. Here it goes, she thought to herself.

As she began to sing, Zack fell for the brunette at the mic. He already had but her voice and confidence in front of the crowd was mesmerizing. He loved everything about her and he knew it now. She had always helped him and anyone else who needed a hand but now he realized that she didn't have anyone to help her. They all took Katie for granted and he realized it at that moment.

The crowd applauded after she finished she blushed, bowed, and went back to her regular position, behind Dewey.


But you can't jump the track
We're like cars on a cable
And life's like an hourglass glued to the table,
No one can find the rewind button now.

Zack drove Katie back to her apartment after her performance. She sighed, knowing that he wouldn't be coming back in with her just like he had done a week ago. He'd found a condominium about 10 minutes away.

"You were mind blowing tonight," he said softly, walking her to the door.

She bushed. "Thanks," she nodded.

"But seriously, you have an amazing talent."

"Ya think?" she asked.

"Yes," he replied.

She gave a chuckle.

"What?"

"I think I've fallen in love with you," she told him. "But we can never happen because of Summer."

"Screw Tink."

"But that's just it, I can't she's my best friend I could never date you because of how hurt she'd be. If only you had see how outraged she was when I told her you were living with me."

He noticed her eye make up was smudging because of the tears dripping down her face.

"Please, don't cry," he asked her, wiping a tear from her cheek. "That's one thing I never ever want to see you do."

She smiled sadly at him.

"I love you," he said kissing her on the cheek and pulling her close to him.

"I love you too," she wept.

"I have to go," he said.

"Bye," she said, weeping again.


Sing it if you understand...yeah breathe
Just breathe, ohho breathe, just breathe, ohho breathe.

Katie opened her door and went inside.

She walked into her bedroom and collapsed on the bed, silently crying. If it weren't for her best friend, she could have the man she loved. Summer was great but if it weren't for her.

There was nothing she could do. Nothing that she could say.

Just breathe ohho breathe, just breathe.