Lucas watched her from his secret hiding place in Deb's office. He'd been off the clock for more than two hours but had chosen to hang around the Den where he had spent time pretending to rummage through the supply inventory lists, all the while fending off questions as to why he hadn't gone home yet. Then came the moment he had been waiting for. Brooke took off her apron, collected the tip from her last table and reached for her jacket. Counting to 20 to give her just enough time to get a head start out the door, he calmly followed after her. She walked ahead at a slow pace, her hands in her pocket as the cool night breeze blew through her hair. Lucas hurried to catch up with her, his heart racing faster than his feet.

"Brooke! Hey Brooke! Wait up!"

She stopped, turned and smiled when she saw him.

"Hey. What are you doing downtown? I thought you got off hours ago."

"I did but there was some stuff I had been working on for Deb that I needed to finish up", he fibbed. "I lost track of time, I guess, then I saw you walking."

"Oh."

"Headed home?" he asked casually.

"Yeah."

"Too bad. You should hang out."

Brooke shrugged.

"Let's see, there's nothing in the theatres I want to see, all the stores are closed, I'm not very hungry and after spending half the night serving beer to that rowdy bunch at the Den, the last thing I want to do is sit at another bar. And this is Tree Hill we're talking about. As lovely as it is, it ain't exactly the city that never sleeps."

"You've got a point there but it just so happens tonight is your lucky night."

Brooke grinned.

"And why is that?"

"Okay. It's not Mardis Gras or Fashion Week or Spring Break but it is Tree Hill's very own version of the next best thing."

"I'm listening…"

"The annual Riverfest."

Brooke laughed out loud.

"The what?"

"Didn't you read about it in the paper? It's the festival the town has every year down by the water. Lots of arts and crafts and quilting, you know, face painting for the kids and stuff like that."

"It's a little late for the kiddies and the grandmas to be out, don't you think?"

Lucas smirked.

"Exactly. See, that's the family stuff during the day. You didn't let me finish. I didn't have a chance to get to the nightlife part."

"Nightlife, huh?"

"Oh yeah. Greasy food, lots of beer, live bands, fireworks…"

Brooke raised an eyebrow.

"Do they have cotton candy?"

""Do they have cotton candy? They have the best cotton candy in the country at your disposal all at the bargain price of two dollars."

Brooke smiled.

"Okay. I'm sold. You've got me. I guess I'm a cheap date."

"Lucky for you, so am I."

"Whatever, Casanova. Where's the truck?"

"In the back parking lot but I was hoping we could walk."

She shrugged.

"Okay."

"Okay?"

"Sure. Why not? It's a nice night. Come on."

No complaints. Lucas smiled to himself. The night was going better than he thought as they strolled side by side under the full moon.

"I've been going to this thing since I was a kid."

"A family thing, huh?"

"I guess but I always had the most fun with my friends hanging out and getting drunk."

"Sounds like a good time."

"It was. Did they have things like this back where you come from?" he asked.

"No. Not really. Wait…I take that back. There's this huge holiday parade. Everybody decorates and it's really festive and beautiful. In high school I was crowned the Christmas Queen."

"Christmas Queen?"

"No comment from the peanut gallery."

"My lips are sealed, I promise. That does sound kind of cool though."

"It was", Brooke remembered.

"Do you miss any of it? Home, I mean."

"Sometimes", she answered quietly. "And sometimes not."

"What do you miss the most?"

Brooke looked uncomfortable.

"I…look, Lucas. I'm sorry. I really don't want to talk about all of that."

Just like always, she'd open up a bit about her mysterious past but then instantly she'd clam right up. Whatever it was she had left behind, she was eager to forget.

"It's cool. Sorry I brought it up."

"You were just making conversation. I understand. But some things are just better left not talked about. I mean, I do have good memories but for now I'd rather they stay just that. I don't want to talk about it."

"Alright."

"God, you probably think I'm a real whack job."

"No, I don't, Brooke. I respect how you feel. I'm curious as hell but that's your business. I won't pry. Whatever it is that happened, you aren't ready to face it and that's fine. Sometimes I feel the same way."

"About what?"

"Everything. My life, my family, my many screw ups, Haley…"

Maybe a small piece of him did understand.

"Thanks for getting me, Lucas. It means a lot. Who knows, one day maybe I will be able to talk about some stuff."

"I hope so. When you do, I'll be here, Brooke."

She looked up at him and smiled.

"It's funny."

"What's that?"

"You and me. Who would have thought we could ever be friends like this?"

"I like it. It's kind of nice."

"Yeah it is."

"Told you I'm not so bad", he teased.

"Some of the time."

They exchanged shy smiles as they continued their walk. Before they both knew it, they had reached their destination.

"Well, what do you know?" he looked at her. "We're here already."

The last band had just finished the final set and the evening's activities seemed to be dwindling down.

"Looks like we just missed it", Brooke observed.

"Hold on one second."

Lucas walked away and returned a few minutes later with two cups of lemonade and a spool of freshly spun pink and yellow cotton candy.

"What's all this?"

"I figured we could share. Here's your cotton candy as promised and some lemonade too. I know it's a little cold out for a frozen drink but this stuff is delicious. You have to try it, it's homemade."

"But it looks like we've missed everything."

"Are you kidding? The night is just beginning or at least the finale. Did you forget about the fireworks? Come on. That's the best part."

"Okay."

She followed him over to bleachers that set on an asphalt court.

"Here we are."

"Ah, the infamous River Court, I suppose?"

"The one and only. Best place in the county to watch the fireworks."

They sat and sipped their lemonade and Lucas couldn't help but stare as she ate the candy. It was everywhere and she blushed and let out a little giggle when she saw him watching her.

"Don't look", she wiped her mouth. "This stuff is so messy. Good but messy. It's like all over my chin. I am a total slob."

He shrugged.

"I think it's kind of cute. Now do I get to have some?"

"Why not? You paid for it", she put some into his mouth.

"Mmmm, you're right. This is good stuff."

There was a loud popping sound and Brooke jumped right into Luke's waiting arms.

"Sorry", she laughed. "I forgot how loud they can be."

The star speckled sky was covered in bursts of purple, green and pink.

"Fireworks are awesome!"

"It's beautiful", she commented.

He looked over. No, she was beautiful. Always but especially at that one moment. Lucas couldn't control himself any longer. He leaned in and kissed her softly on the lips. Brooke was captured off guard. She hadn't been kissed in quite a while. She had forgotten what it felt like. It was nice. Too nice almost. Snapping back into reality, she opened her eyes and pulled away.

"Brooke…"

"Lucas", she cleared her throat with a confused chortle. "Um, what was that?"

He looked right in her eyes.

"I don't know but I liked it."

He leaned in for a repeat.

"Lucas, wait", she stopped him with her hand.

"I don't get it", he said as the fireworks continued above them. "I thought you were into me."

"I'm not."

Lucas bit his lip. Talk about being blunt. He chuckled an embarrassed laugh.

"So much for beating around the bush…"

Brooke hid her reddened face.

"I so didn't mean it like that. God, I am such an idiot."

"It's cool. I guess I just misunderstood. Brooke, you don't have to…"

"No, it's not that I'm not into you. Actually, I think you're pretty cool. You are when you aren't being a major pain in my ass."

"Thanks."

"You're pretty cute, too and the kiss was, uh…nice. Totally unexpected but still nice. Hanging out with you this last month or so has been really cool and I did have a good time tonight."

"I don't get it. What's the problem?"

Brooke sighed.

"Me."

Lucas made a face.

"Now, you're losing me."

"Listen, Luke, this thing between us, whatever the hell it is, well it's sort of nice. Yeah, I do feel something too and maybe in another time and place things could be so different but for now I just can't. It's hard for me to explain stuff to you right now but that's just the way it is. There are things I have to deal with and it's going to take some time. I just can't handle having a guy in my life right now. I'm really sorry."

Lucas nodded.

"Okay."

"That seemed like a lame speech. Are you pissed?"

"I'm not mad, Brooke. Disappointed, yeah but I do like you."

"I like you, too but I just can't. Not now, not with you or anyone for that matter. Do you understand?"

"Yeah. Yeah, I guess I do."

She smiled at him and squeezed his hand.

"You know, maybe I don't need a boy toy just yet but I sure could use a good friend. What do you say, Luke? Are you up for that?"

He wasn't completely defeated and the situation wasn't hopeless. She hadn't rejected him, per se, she just carefully explained that she wasn't ready at the moment. There was always the future. He really did like her and she was so pretty to look at and so cool to hang out with. He wasn't ready to lose all that. And a little patience never hurt anyone.

"You bet", he winked as he hugged her close.

She smiled and relaxed in his arms, a place where she surprisingly felt safe. It was a perfect end to the night, the fireworks and full moon keeping two new friends company.