hi everyone. another chappie. this story feels like it's gonna be pretty intense. hope that's okay. but they are 18 now and things happen when you're 18. so this story is rated T. enjoy, phil fans.

Chapter 3

"Do you know how much I love you?"

After splashing around in the lake for an hour, Keely and Phil were drying off in the sun on their towels, sharing the second bottle of champagne. Via and Owen had left to "take a walk" down one of the paths around the lake, leaving the two alone for what would probably be a while.

"Phil?" Keely said. Phil hadn't spoken in a couple minutes, and she thought he might have dozed off.

"Sum sup?" Phil mumbled. He opened his eyes and grinned at her drunkenly. "Hey Keels," he whispered. "Come see Phil." Keely scooted next to him and Phil made some attempt to put his arm around her shoulders. "Arm's not working, Keels," he said. A hiccup. Silence.

"Phil?" Keely whispered. "Are you asleep?" She rolled over on her side to look at him.

"Mmhmm, hot dogs," Phil said and then hiccupped again. One arm was folded behind his head and the other was flopped over Keely's stomach.

"You getting hungry, Philly Willy?" Keely asked, grinning. She laid her hand on his chest. Keely liked looking at Phil when he didn't have a shirt on, which hardly ever happened—he was too modest. Once, Lloyd had made Phil mow the grass "the old-fashioned way" at the Diffys' house, and Keely had secretly watched him from the front porch. He thought she was reading a magazine, but when Phil took his shirt off, Keely definitely noticed. Over the past year, Phil had changed. In a very good way. He was finally taller than she was, even in heels—six inches taller—and he had grown his hair longer. While Keely had always been attracted to sweet Phil Diffy, lately this attraction was full-blown lust. All of a sudden, cute Phil was hands down hot.

"I don't know how you can stand it," Via had said to Keely earlier while they changed at the lake. Phil and Owen were outside unloading the truck.

"Stand what?" Keely said.

"Stand not being with Phil," Via said. Keely gave her a blank expression. "You are his girlfriend, in all practical terms. You guys do everything together. You walk around here like you're a couple, I mean, you are always holding hands. Or touching. You always have your arms all wrapped around each other…"

"We do?" said Keely.

"Uh-huh. And the after-prom party? What was all that?" Via asked

"Bruno's party?" Keely asked.

"Keely. You know what I'm talking about," Via said.

"We were only sleeping together," Keel said. Via's eyes got as big as Frisbees.

"What?" She yelled. "Why didn't you tell me?"

"Not like that, Via," Keel said, trying to calm her down. "We slept. In the same bed. Nothing else."

"You swear?" Via said.

"I swear," Keely said. "I wish something else had happened, but it didn't. Lately I can't stop like thinking about Phil with his shirt off… It's probably my fault. I was trying to give him the message, you know, but it just didn't work. Or maybe he didn't want to… I don't know," Keely said.

"No, he wanted to. I know he wanted to," Via said. "Phil adores you, Keely. I think he's just not confident when it comes to anything sex-related, you know… I mean, he's Phil. He's very innocent. And so are you."

"Hey, I'm not that innocent," Keely said.

"Okay, Britney, you're not that innocent," Via said, rolling her eyes.

"What?" said Keely. "Like you have room to talk."

"Well… I think I know slightly more than you do, Keely," Via said.

"Like what?" Keely asked.

"Like I know about it,"said Via, blushing.

"Oh my god, you and Owen?" Keely asked. Via nodded. "You did? Are you okay?"

"Am I okay?" Via asked. "Why wouldn't I be okay?"

"I mean, you seem the same," said Keely. "Wow, Via, this is really major. You're like the only one I know who's done it."

"Well, Keely, I love Owen. He loves me. We were ready for the next step, case closed. But you're, you know, starting from scratch…" Via said.

"I'm pretty sure he kissed my neck in the truck, though. That's something, right?" Keely said. Via nodded. "Why won't he kiss me, kiss me? Why?"

"I'm telling you he's just afraid of… something. Maybe Owen can try and find out what his deal is. But kissing your neck's much more than Phil's ever tried before…" Via said, nodding. "It's just funny that something hasn't happened between you and Phil by now, is all. I mean you're in love with each other and it's never been more obvious."

"Maybe that's the problem," Keely said. "We've hit a plateau. It's not headed anywhere…"

"Keely, where you and Phil are 'headed' just needs to be defined. Maybe you need to talk to him," Via said.

"But I hate those kinds of conversations, Via. I want the fairy tale. I can't help it," Keely said. "It's just so frustrating. I want us to be for real. Now."

"I know you do," Via said. "But wait for him, Keely. He's worth it."

Keely had agreed. But now Phil was asleep.

Great. The minute we have alone and he goes to sleep on me... Keely thought. "Phil?" she said. Phil didn't stir. Keely took a long pull of the champagne and lay on her back. She wished he'd wake up. She finally had the words to say and the courage to say them and he was passed out. "Phil," Keely said quietly. "Have you ever wondered where we'll be in four years? After college? Is it just me? 'Cause whenever I think about my future, you're there. It's not like with the Giggle. It's not something I can see. It's something I can feel." Keely looked over at Phil. His chest rose and fell steadily, with deep breaths. "Phil, do you know how much I love you?" she whispered.

Keely stopped talking, and shut her eyes. The alcohol and the heat had made her dizzy. She imagined Phil with his shirt off, moving toward her, but not walking. It was like he was floating or flying. There was light all around his head and he was smiling at her, almost laughing. His face came closer and closer. She thought he was going to kiss her. His eyes were so close that she could almost feel his lashes brush her own. Then suddenly his face was gone. Just when he was about to kiss her. She was sure of that. "Phil?" she called out. "Where are you?"

"Keely?" Phil said. "I'm right here. You okay? Keely?" Phil leaned over Keely and put his hands on her cheeks. "Keels, I'm here. Keels, wake up, you're dreaming." He hiccupped again.

Keely opened her eyes and Phil's face was very close. For a couple of seconds neither of them moved. Phil's face turned from drunken smile to contemplation. Keely followed his eyes as they flitted around her face to her mouth, her chin, her forehead, her nose, back to her eyes. Keely put her hands behind his head into his hair and gently pulled him toward her. Slowly Phil leaned and kissed Keely just below the ear, like he had in the truck earlier. Keely tilted her head back in the sand. His hands moved the hair off of her neck. Phil kissed along her jaw line, her chin, and then he moved down to her collarbone, following it with his lips to the soft indentation at the nape of her neck. His right hand moved to her shoulder. He paused at the strap of her bathing suit and slipped his fingers underneath it. After a split second of hesitation, he gently slid it off, exposing the white top of Keely's breast. He grazed it with his thumb, then his lips. His hand was shaking. He was suddenly covered in sweat. Phil looked back up at Keely, her eyes closed, her lips slightly parted.

"I don't know what I'm doing, Keely," he whispered. His breathing was heavy and jagged. She opened her eyes and saw how scared he was. Phil's head was spinning. He wanted to do this and so much more. His body ached with impulses. But this was Keely. The girl he loved. He felt so selfish. "I'm sorry," he said.

"Don't be," Keely said. She touched his hand.

"I can't help it," Phil said, not meeting her eyes. "You're too good for me."

"Phil, you're perfect for me," Keely said.

"I'm not, Keely," Phil said, shaking his head. Then he stood. "I'm just not." His eyes were full of tears. Keely had never seen Phil cry.

"Phil, it's okay. We'll be okay," she said, sitting up. He looked at her briefly and then rubbed his eyes with a fist.

"I think I'll just take a swim," Phil said, looking out at the lake. "Okay?" he turned back to Keely. His eyes darted to the bathing suit strap, dangling at her shoulder, then he turned and walked toward the blue water.

Keely watched him go. A voice told her to follow him. It shouldn't be this difficult, she thought. We are meant to be together. Owen and Via don't have these sorts of issues. It's supposed to be fun. Keely didn't want to have to talk it out with Phil. She wanted it to fall into place. To just happen. She wanted the romance. The fireworks. The perfect timing. But more than that, she was worried about Phil. Worried about what made him so afraid.

Keely stood up. Phil was standing at the edge of the lake, the waves lapping at his bare feet. His hands were shoved into his pockets. She walked up to him and looked up into his eyes. Then she wrapped her arms around him and pressed one side of her face to his chest and hugged him as tight as she could.