A/N: Hey everyone. I'm sorry to make Lilly seem like such a bitch but this is how pictured Lilly reacting to Veronica if they had never been friends before. And LoVe fans, don't be disappointed, I'll ease this into a LoVe story eventually...I think. I updated this chapter after I realized that Veronica and Duncan's relationship was going way to fast, so I slowed it down. The beginning part is partially the same but the edning is totally different. Please read and review. Constructive critisism is always appreciated. after all, thats why I updated this chapter!

Veronica and Duncan were driving on the Pacific Coast Highway in silence. Duncan, feeling a bit uncomfortable said,

"Where are we going?"

Veronica shrugged and said "I was hoping you had a good idea. After all, I've only been here a week."

Duncan sighed and saw a sign saying "DOG BEACH EXIT 6". "Go there." he said pointing to the sign. When exit 6 came up, Veronica eased onto the exit until they ended up at a parking lot overlooking the ocean. Duncan opened the door and got out. Veronica climbed out of the Le Baron and followed Duncan until he plopped down onto the sand and stared into the ocean.

"I like it here. Its peaceful." Duncan sighed and just stared. Then he added, "I'm sorry what Lilly said to you. She didn't mean it, honestly. She just doesn't want to see me get her you know."

Veronica stared and asked "What's an 02-er?" And Duncan began explaining about Neptune and the zip codes.

When he finished, Veronica let out a big understanding "Oh." They sat and waited to watch the sunset until Duncan declared, "I'm hungry. Lets go grab a bite to eat." He took Veronica's hand and they headed to Veronica's Le Baron. Veronica drove to a place she remembered seeing called "Cho's Pizza". They got a medium cheese pizza and headed to Veronica's apartment.

"Welcome to Casa de Mars." she exclaimed opening the door. She set the pizza on the coffee table in the joint kitchen / parlor and turned the TV on. Duncan looked around and pointed to the door of her bedroom. "My room." she told him. He peaked inside and smiled. It was a jumble, filled with empty boxes and clothes askew on the floor. 'Classic teenage room' he thought with a chuckle.

He headed back to the parlor where Veronica was eating pizza and watching Cellular on TV. Duncan sat down next to her and grabbed his own slice. When the movie ended, Duncan noticed it was 10:00 pm. "Where's your parents?" Duncan asked inquisitively. Veronica got a lump in her throat. A tear started rolling down her cheek. "They're dead." she whispered so quietly Duncan could barely hear her, but he heard her just the same. "They're dead? I'm so sorry Veronica, I had no idea.." She wiped the tears that had rolled down her cheeks. "Its ok. You didn't know." she told him. "Well, I'm bushed. I'm gonna go to sleep. I'll see you tomorrow." she said. Duncan stood up from the couch. "Ok then. I'll see you tomorrow." He started walking towards the door. "Duncan?" Veronica called out. Duncan looked over his shoulder. "I had a good time with you today." Duncan smiled and said "Me too." and with that he left the apartment.

The next morning...

"Hey!" Duncan ran up to Veronica while walking to third period Bio. "Hey." she replied back.

"So I was wondering if..." Duncan started to say but was cut off by Lilly running up to him.

"Hey Donut!" she said cheerfully until she saw he was talking to Veronica. "If she's asking you out, just let her down easy. You wouldn't want to hurt her feelings." Lilly whispered into his ear.

"Lilly! Stop this, Ok? You don't even know her for Christ sakes. Give her a chance." Duncan yelled.

"I may not know her, but I do know you can do better." she said pointing to a blonde 09-er girl in a cheerleading uniform who was talking to her fellow cheerleaders. "Thats Meg Manning. Shes sophomore like us and currently in single." Duncan had now had enough.

"Lilly! Stop this NOW! For your information, I was asking Veronica out, not vice versa. So get out of my face so I can ask her." Duncan's face was now tense and a bright tomato red. He turned to Veronica and his face loosened up.

"So like I was saying, I was wondering if you would go out with me tomorrow night? Maybe dinner and a movie? Cause I really had a great time with you last night."

Veronica stared at him a moment then smiled. "Of course I'll go out will you again. See you tomorrow night around 7-ish?" Duncan smiled and again Veronica felt weak in her knees. RING! The bell signaled that it was time to go to class and Veronica and Duncan walked their separate ways to their classrooms a smile on each of their faces, leaving Lilly staring in shock and disbelief.