Ok Phil fans. Chapter 8. wow. It was so hard to write. I hope y'all like it. And people, this is rated T. this chapter has been in the works for a while. one thing I never said: I don't own phil of the future. Enjoy.

Chapter 8

"An Almost Sleepless Night"

Part 1

"So what do girls do at slumber parties, anyway?" Phil asked, taking a bite of pizza. He and Keely were sitting on the couch shoulder-to-shoulder with their feet propped on the coffee table. Movie night had been a Phil-and-Keely Saturday-night tradition almost every week over the last four years. Freaky Friday was on.

"You consider this a slumber party?" Keely asked, pulling another slice out of the box.

"Well, yeah, right?" Phil said. "We got pizza. We got movies. We got a cute girl in cute little kitten pj's. We got a couch. For slumbering. Sounds like a slumber party to me."

"Well, normally there are lots more people. Like in fifth grade I had all the girls from my class over for one. So there were like twenty of us. And we put out sleeping bags and everything. But no one actually slumbered," Keely explained.

"I think I got you," Phil said. "Silly little girls squealing and talking about boys all night, I bet." He grinned and wiped a glob of tomato sauce off the corner of Keely's mouth with his index finger. "So who was your big crush way back in fifth grade, Keels?"

"You'd never believe me," Keely said, smiling.

"Hmmm. Let me guess," Phil said. He pretended to think really hard, swallowing the last chunk of pizza crust. "I think Keely's big crush was—drum roll please—the one and only Seth Wosmer."

"How did you know that?" Keely asked.

"I'm a pretty perceptive guy," Phil said. He reached over and tickled her side.

"Stop it, Phil!" Keely yelped. "Pizza will come out my nose!" Phil stopped tickling Keely, but he didn't take his hand off of her. Instead there was a still moment where Phil and Keely just gazed at one another. Phil finally broke the stare and gave her ribs one last tickle. "Really, Phil," Keely said, out of breath, after the moment passed, "How did you know that I had a crush on Seth in fifth grade?"

"I have a house full of future devices, Keels," Phil said, "Remember that whole being from 2121 deal?"

"You Giggled me?" Keely asked, brushed crumbs off her lap. She was really curious. She'd always been tempted to Giggle Phil's futuristic past, but it never occurred to her that he might have looked up her. "What for?"

"I had to," Phil cleared his throat, "so I could see who the competition was." He fiddled with the hem of his t-shirt awkwardly.

"Oh, I see," Keely said sarcastically. "Sounds like Phil of the Future was a little bit jealous, huh?" Keely grinned, relishing the thought of Phil being perhaps as lovesick for her as she was for him back in the early days of their friendship.

"It wasn't that I was jealous, really," Phil said, turning to Keely. "I just, you know, wondered if you had a boyfriend or not."

"Why didn't you just ask me?" Keely said.

"I don't know," Phil said, shrugging. "Too shy, I guess."

"Did you ever look up anything from my future?" Keely asked.

"No," Phil said. "Well, nothing other than what you saw that time with the Lady X concert and Messerschmitt's history test."

"When we saw the ring," Keely said, remembering. "My wedding ring."

"Yeah, that time," Phil said. As much as he had wondered about that ring, Phil had never peeked into Keely's future. He was afraid to know the eventual truth. He had been worried that his family would leave or that Keely would fall for someone else. It was better not knowing.

"I guess we'll just have to wait and see, huh?" Keely said, grinning up at Phil. She wrapped her arms around Phil's waist and pressed her ear to his chest. "Your heart is really loud, Phil Diffy."

Phil kissed the top of Keely's head. He had a sudden vision of the two of them sitting there, just like this, five years later, ten, twenty. "Keely?" Phil asked.

"Mm, hmm," Keely said.

"Whatever happens, promise me that we'll never give up movie night," Phil said.

"I promise," Keely said.

"Good," Phil said. He smiled. "So, about the sleeping arrangements…"

"What, are you tired already?" Keely asked. She had wondered when they'd get around to deciding what to do about the sleeping part of this sleepover.

"No, not really, I was just curious," Phil said. He had wanted to say, "Why don't we go get in that big pink fluffy bed," but he didn't. How would that sound, Diffy? he thought.

Keely wasn't sure how to address the issue. She just thought maybe it would happen at some unspoken perfect moment. "You told your dad you'd sack out on the couch," she said.

"Yeah, and I also told my dad that your mom was gonna be home tonight," Phil said. He kissed the top of Keely's head again. It was all he could manage at this angle. Maybe if she'd lift her head up, I could go in for the kill, he thought.

"Well, we'll just see, huh?" Keely said. She was glad he couldn't see her face because she afraid of meeting his eyes. That if she did, Phil would somehow realize how badly she wanted to go to her room right now and make out for the rest of the night.

"Yeah, we'll see how it goes," Phil said. I've got to get her to look at me, Phil thought, or I'll never kiss her and we'll never move on. "Hey, Keel, can you look at me for a second?" Phil asked. As if that's not obvious or anything…

"Look at you?" Keel asked. He'll be able to read my mind, she thought. I think he's got gadgets for that… He could be using one on me right now. "How come?"

"Nothing, I just want to see something," he said. "Come on."

"Your heart's getting loud again," Keely said.

Phil knew he'd lost that battle. She'd never turn around now. Keely was stubborn. Phil laughed. "Yeah, and it's your fault, Keels," he said.

"How's it my fault?" she asked.

"You won't look at me so my heart got mad," Phil said.

After an hour of watching the movie, Keely unwrapped herself from Phil. He was snoring slightly. He's so sweet when he's sleeping, she thought. She stood and moved his legs onto the couch. Phil whimpered something about not leaving him, but she doubted he'd remember. She took him by the shoulders and lowered his head onto a pillow. His eyes never opened, but he snuggled down and let out a deep breath. Keely knelt down beside him on the couch and kissed his cheek very softly. She didn't want to wake him. Then she turned the TV off and the lights, and walked to her bedroom. "Goodnight, Phil," she whispered.

Part 2

Phil woke up. The clock on the stereo said 2:27 a.m. When did I fall asleep? he wondered. The last thing he remembered was trying to get Keely to look at him so he could kiss her. He was on the couch, still in his jeans and shoes. Keely was gone and the TV was black. His body ached from being cramped up on the couch. His foot felt better, though, remarkably.

Phil made his way down the hall toward Keely's bedroom. He stopped at the hall bathroom and turned on the light. Phil didn't have a toothbrush, but there was a bottle of green mouthwash on the sink. He swished some around in his mouth for a minute. "I guess that will have to do," he told his reflection in the mirror.

Back in the hall, Keely's door was open and the light was out. He peered around the doorway and squinted into the dark. There she was sound asleep. He could see a bit of her blond head on the pillow.

Will this freak her out? If I climb into the bed with her? Phil wondered. It's what every ounce of his body wanted to do. Climb in and snuggle up with Keely. Phil limped over to the bed and knelt down so his face was even with hers.

"Keels?" Phil whispered. She opened her eyes. She looked confused.

"Hey," she said. Phil saw her eyes glance around the room.

"I, um, was wondering…" Phil said.

"What time is it?" Keely whispered.

"It's late. Or early, I guess. 2:30ish," Phil said.

"Are you okay?" Keely said.

"I'm fine. Um, I just, was, you know, thinking of, um, coming in here…" Phil said. How am I supposed to say it? he thought.

Keely smiled and folded back the covers. She slid over a bit, toward the wall. Phil sat on the space Keely left for him. It was still warm. His heart was thumping like a rabbit's.

"You can get under the covers," Keely said.

"Yeah, I will. I mean, I was going to…" Phil said.

Phil didn't know if he should take off his jeans. He decided to leave them on. He kicked off his shoes then slid his legs underneath the covers. His sock-covered feet bumped into Keely's bare ones.

"You sleep in your jeans?" she asked.

"Yeah. No. Well, not normally, but this is fine," Phil said. He knew he'd never actually fall asleep, and he was positive Keely could hear his jackhammer heart.

He lay on his back with his arms crossed behind his head, wide awake. Keely lay on her side, facing him.

"What are you thinking about?" she asked. Keely asked Phil this question nearly every hour. Most times he had a stock answer, something clever, to give her. But tonight he thought he might tell her something real. Tell her exactly what he was almost always thinking.

"I'm thinking about you," he said, staring at the ceiling.

"Really?" Keely asked.

"Yep," Phil said. He rolled his head on the pillow to look at her. "I think about you pretty much nonstop."

"Ask me what I'm thinking about," she said.

"What are you thinking about, Keels?" Phil asked. He unfolded his arms and propped himself on an elbow.

"You," she said. "I always am." Phil smiled.

"Well, that settles it," Phil said.

"Settles what?" Keely asked.

"This thing between us. You and me," Phil said.

"What are you saying?" Keel asked.

"Well, the, you know, feelings are mutual. Right?" Phil said.

"Um. Right. Yeah," Keely said. She was getting nervous.

"Yeah, so. Glad that's out there. Okay," Phil said. He was really hot under those covers in his jeans. "Are you hot? Is it warm in here?"

"I'm fine," Keely said. "You should be, you know, comfortable, though… You want to change?"

"I don't have pajamas," Phil said.

"Wizard some," Keely said.

"Well, what I mean is, I don't sleep in pajamas. Just my boxers, you know, and a shirt," Phil said.

"Look, Phil, I think we are adult enough to handle it. Take your pants off," Keely demanded.

"I thought you'd never say it, Keels," Phil said, grinning. "Shut your eyes." Phil got up, slid out of his jeans, and threw them across the back of a chair, then he sat back on the bed. "Okay, done." Out of the blue, Phil's confidence was soaring. He knew they would get together tonight, and he knew that Keely wanted to. For the first time in a while, Phil felt in control of his feelings; it was as though his mind was on autopilot. He didn't have to worry. It was going to happen.

"So?" Keely said, sitting up. She was wide awake now. She didn't know how this was supposed to go. She suddenly felt shy, but Phil seemed to have a plan. She got the feeling he did anyway, the way he smiled at her knowingly, like he knew something she didn't. She decided then to follow his lead.

"Do you have a flashlight?" Phil asked.

"Yeah. Bedside table. Why?" Keely said. A flashlight? This is more complicated than I thought.

"Well," Phil said, reaching over to the table and grabbing the flashlight (pink, of course). "When Pim and I were little kids and we couldn't sleep, or we were scared, Pim would climb up on my bed and we'd make a tent out of the covers, like this." Phil moved around so he was facing Keely, their knees touching. Then he pulled the sheets over both their heads and turned on the flashlight.

"This is cozy," Keely said. The glow from the flashlight illuminated Phil's face. His eyes sparkled. He couldn't stop grinning if he'd wanted to. Keely felt a surge of excitement in her stomach. It was similar to the Christmas Day feeling she had as a little kid, but a hundred times more intense.

"We'd tell each other stories or we'd mimic our teachers from school. Pim was especially good at this one robot that taught kindergarten calculus. Or we'd take turns trying to make each other laugh. It was good. We were pretty tight back then," Phil said.

"Well what happened?" Keely asked.

"Well, you know Pim. We grew up and she decided to pursue a world takeover. Eventually the Diffys landed in 2004. And I met you," Phil said. He took Keely's hands in his. Keely's heartbeat echoed in her ears. Slowly, Phil seemed to be moving closer and closer toward her, just like in her dream. "And you and I got to be best friends. But I thought about you a lot more than I ever did my other friends." Phil clicked off the flashlight. Their heads were touching. "And I was like, but there's so much history with us. What if it's too awkward, you know, Keely and me being together, together?" Phil was whispering now.

Phil realized that Keely may be more timid that he was. He took her hands and placed them around his waist. Phil noticed Keely's quickening breath and well as his own. At last their faces were inches apart. He's going to kiss me, Keely thought. Phil took a deep breath. Keely smelled sweet and flowery. Phil closed his eyes and kissed the corner of Keely's mouth softly. He gave his mind over to instinct, and kissed her parted lips. Their tongues touched lightly. She leaned back into her pillows, pulling him down on top of her, pulling the covers off of their heads, and Phil kissed her chin, her neck, her ears. He even kissed the lids of her closed eyes.

Keely couldn't work out exactly how this all felt. It was more than the physical pleasure of kissing Phil. It was Phil. The closeness of him. And the kisses just made her love him even more. She couldn't remember ever feeling this way before. She opened her eyes because he had stopped and she felt him looking at her face.

"Hey," Phil whispered when their eyes met. It was dark, but he could still tell her eyes were green. He smiled, but it was a no-teeth smile. A serious smile.

"I can tell you love me," was all Keely said.

"How?" Phil asked.

" Just from how you look at me," Keely said.

"Well, I do," Phil whispered. "I love you, Keels."

"I love you, Phil," Keely said.

Phil's mouth was on Keely's again, tenderly at first, but the kiss changed from warm and soft to wet and desperate. Phil tried to fight off the urgency he felt, but his hands and mouth ran ahead of his mind. Keely's hands slipped up the back of Phil's t-shirt onto his bare skin, sending waves of heat all over him. He kept kissing, and Keely kissed him back hard. She felt a twinge, like a spark, of excitement deep inside her abdomen that sent her heart racing, a sensation she had never felt before. At last Phil's quivering hand left Keely's shoulder and ventured to the top button of her pajama shirt. Carefully he loosened every smooth button blindly, amazed he was able to do it without looking. He knew Keely trusted him, and so very slowly he touched her and waited for a response. Her hands on his back grew still and he didn't know what that meant, exactly.

"Is this okay?" he whispered into her ear.

Keely didn't say anything, but she nodded and sat up, working her arms out of the shirtsleeves. His eyes locked with Keely's and she lay back down. He straddled her on his knees, his heart earthquaking. His fingers lightly moved over her chest, and down her sides to the waistband of her pajamas. Keely was still. He considered sliding the pink cotton over her narrow hips, and a flash in his mind of what was underneath nearly made him do it, but he resisted. His forehead glistened with sweat, and his t-shirt stuck to his body. He pulled it over his head, and tossed it on the floor beside the bed. Keely slid her fingers down his front, hesitating at the elastic band of his boxer shorts. He wanted her to keep going, but he made himself resist the urge. He stopped her hand with his and lay down, resting his head on her chest, the skin there softer and warmer than he ever could have imagined. As enticing as the thought of making love to Keely was, it was something Phil could wait for.

"We'll have time to do that," Keely whispered.

"We have our whole lives," Phil whispered back.

Keely's bedside clock blinked 4:37. They had been too thrilled to even speak for nearly an hour. Keely's head was swimming with happiness. Phil was amazed at his self-control. It had kicked in. He showed Keely she could trust him.

"You know, I used to think I had wasted all that time by not kissing you," Phil said. "But I think maybe I wasn't ready to until now. Like I would have probably gotten too carried away if this had happened years ago…"

"I think all the anticipation made it better," Keely said. She rubbed Phil's back and kissed the top of his head and they both shut their eyes, sleep falling on them like a heavy blanket.

AUTHOR'S NOTE

Hey again phil fans. This story's not over yet. Yay! That make-out scene was tough. Very hard to write. Took me like over a week just for that part. For inspiration I looked at The Dangerous Lives of Altar Boys, which is a very good book. MUCH better than the movie version. I recommend it. The make-out scene in that one is WAY more intense than anything I could ever write, but it helped me think of some phrasing… I tried to make it in good taste… Anyway. Thanks for reading.