A/N this chapter is definatly gong to be longer than the other two. Might be a bit surprising. Enjoy

Zach went to school the next day with his stomach in a knot. Freddy always went out with pretty but basically shallow girls so asking out Dawn would be different for him. Zach finally convinced himself that Dawn wouldn't say yes if Freddy out of no where kissed her.

This made Zach feel better towards Dawn, but not to Freddy. He talked to her before homeroom, and a few minutes after. She seemed totally happy. He didn't talk to Freddy at all. Zach knew that Freddy was trying to get his attention during some of their classes but chose to ignore them. By lunch, Freddy was really confused.

Zach and Grace were the first ones at the table. Mark, Seth and Dawn were just ahead of Freddy. Zach started whispering to them. He suddenly grabbed all of their bags and put them on the seats just beside the owners. As Freddy walked up he could see that Zach was smirking. Everyone else just seemed confused. He finally realized what Zach was smiling at. With all the bags on the seats, as well as 5 people, there was no room for Freddy.

"Fine," Freddy said. "I don't know what I've done wrong Zach but you obviously don't want me around. Well then screw this, I'm gone!"

He began to walk away. He was headed towards the door. All of the sudden Mark, Seth and Grace all started asking Zach questions.

"What was that for! What did he do to you? You could always just tell him why you're mad!"

"Yeah, I mean come on talk about best friends."

Dawn didn't wait to hear the rest. She just gave him a quick look. It was hard to read. It was confused, hurt, angry, and sad all at once. She got up and ran after Freddy. She found him sitting out on the steps at the front of the school. She went down and sat next to him.

"Thanks for sticking up for me," Freddy said sarcastically.

"Well, I didn't know what to say. I didn't know what was going on. None of us did. They're all inside giving Zach a hard time now. I bet you wouldn't be happy if i didn't come out here right?" Dawn was confused. She thought Freddy would be happy she came out to see him.

"You know what? Just leave me alone right now. I might have been nicer if I had someone to stick up for me but NO!" At that Freddy got up and walked back into the school, leaving Dawn alone on the school steps.

Freddy came face to face with Zach when he walked inside.

"What's your problem? I didn't do anything to you! Why do you have to act as though we're enemies!" Freddy couldn't stop himself. He had to get to the bottom of this.

"Well maybe I'd be nicer if you hadn't gone after the one girl I liked!" Zach replied.

"Oh so this is about Dawn? Well next time make a move before I do! You of all people should know by now that if I like someone I don't waste time to ask them out. You on the other hand just sit and watch them. Sure you can be friendly but if you want to be with someone you've got to be more than friendly!" Freddy was enraged. He was known for being a player. Why did Zach suddenly expect him to change his ways?

"Oh well I've got nothing to worry about do I? Dawn's different Freddy. If you decide to ask her out, I seriously doubt she'll say yes. You're too much of a player for some girls Freddy!" Zach was happy with himself. Freddy wouldn't have anything to say to that. What was he going say? "Yeah she would!" Zach could hear it now. But what Zach did hear was far from what he had expected.

"Well too late for you! I l already did ask her out Zach, and guess what? She said yes! So go ahead and take your shot, and see what happens," Now it was Freddy's turn to be happy with himself.

Zach was shocked but he had to think of a comeback. "You can't fool me Freddy. You only asked her out because you thought she was hot!"

"I've gone out with plenty of hot girls Zach but I've never gone out with a beautiful one." At that Freddy walked away.

Dawn didn't know what to do after Freddy's small blowout. She didn't want to go back inside so she just walked home. It's not like this school was a stickler for attendance. She had to talk to someone but she didn't know who. She sat there thinking for a minute. Matt. He would make her feel better. He called him on his cell and began to talk.

After School

Zach had to explain to Dawn, especially now that she and Freddy were going out. He didn't know what house she lived at but that didn't stop him. He went to every house on the street asking for Dawn until her mom answered and said she was upstairs. He began to walk up.

When he got there he knocked on her door. He recognized Dawn's voice as she said "yeah?". Her voice sounded a bit funny. He opened the door to find her crying on her bed, eating cookies, watching a movie.

"What's wrong?" Zach said surprised. He took off his sweater as he went and sat down beside her. He brushed the hair out of her eyes and tucked it behind her ear.

"Everything," she said. Letting tears roll down her face. He pulled her into a huge hug. Dawn didn't resist in fact she hugged him back. She broke off, still crying. "Freddy's mad at me. My best friend hates me. My dad doesn't want to see me anymore. You and Freddy are fighting. What isn't wrong?" She went to hug him again. Zach wanted to ask her questions but that moment obviously wasn't the right time.

She let go of him and got another cookie. She gave a very small smile and asked "want one?" Zach smiled and said "sure. So, you think you could explain some of those things you said were wrong?"

"Yeah, I guess I could. Freddy got mad at me because I didn't stick up for him at lunch. By the way what exactly did happen at lunch?"

"Nothing Keep going," Zach answered quickly.

"Okay. In my old town I had this boyfriend named Matt but we became more of best friends. I thought if I told him about Freddy he'd be happy for me but he obviously wasn't. And now he's mad at me. He said he doesn't want to talk to me anymore. H'es blocked me on AIM and msn and he blocked my number from his cell. I don't even remember his home number! And the thing with my dad. Just so you know, my parents are divorced."

"Oh," Zach couldn't think of anything else to say so Dawn just kept going.

"Anyways he's mad at my mom for some reason so now he doesn't want me to visit him anymore because he knows it's hard for my mom to take care of me all the time and work full time."

"Oh Dawn," he said pulling her into another hug. They sat and talked like that for a while with her head on his chest and his arm around her shoulders. Dawn couldn't help crying. They finally decided to watch a movie. Zach let Dawn choose and she chose The Notebook.

"Did you have choose a chick flick?" Zach said.

"Yes," Dawn said as she put the movie on. Zach had a pillow propped behind his back, sitting low against the wall behind him. As Dawn came back to the bed, he half expected her to sit farther away from him, but instead she took her old spot once again with her head on his chest. He was surprised. He didn't know whether to put his arm around her again. He was given his answer when Dawn looked up, took his hand in hers and guided it until it was around her shoulders again.

Zach left later at around 10. By that time Dawn was feeling much better. She waved goodbye as Zach walked down the front steps. Dawn went back upstairs. Zach had left his sweater on her bed. Usually she would have returned it right away but Zach was already almost home anyway. She put it on over her pajamas, which she had changed into earlier, and crawled into bed.