A/N hey guys! Thanks for the reviews! Sorry I didn't really get to update sooner, I have lots of homework / .. anyway, this chapter is probably better than the last two because its longer ..lol so yeah enjoy!

"I feel like I'm losing you as a friend," Keely said to Phil the next day in school.

"Keely, don't ever think that, I never want you to feel that way around me." Phil replied in a caring tone.

"Crap, I'm being affectionate towards her! God, I'm so obvious. Okay, act normal, stay cool." Phil thought.

"Thanks, Phil, you're a great friend."

"Umm.. yeah thanks so uh, what – do – you- wanna do- um today?" Phil said

"Phil, are you feeling alright?" Keely asked, "You seem kinda tense.."

"Uh .. yeah I'm fine .."

"Stop acting so nervous around her!" Phil thought to himself.

"Um .. I'll be right back .. I gotta go to the bathroom.." Keely said getting up quickly and running away.

She made sure that no one was in the bathroom at the time and sat down in a stall. "Why is he acting weird around me? .."

"Maybe his feelings for me are the same that I feel for him …" Keely wondered aloud.

"Keely, is that you?" said a voice outside the stall.

"Yeah," said Keely getting out of the stall, "Hey Via, sorry I thought I was alone in here."

"Sorry, I didn't mean to interrupt anything," said Via, laughing, "I should've known that you like to talk to yourself since I caught you in your bedroom talking to yourself about dreams of you and Mr. Potatohead to last year."

"Ha-ha very funny," Keely said sarcastically, "No, it's okay I guess I'll just come out and tell you about it anyway.."

"Okay, go ahead."

"Well, about like, 5 minutes ago, I was sitting eating lunch with Phil, and he got all like, nervous and was acting strange around me, sounding all affectionate..and I was going to tell you this another time, but I think I have feelings for Phil, but I wasn't sure if he has them for me, but now I think he's being pretty obvious.."

"Woah, slow down, Keely," said Via, "you like Phil?"

"I think I do.." said Keely, "except I don't know .. I think I'm scared that if we dated and then broke up, we wouldn't be best friends anymore.."

"Well, all I can really say is that you should follow your heart, and this may seem shocking to you, but even though Owen can be really dumb sometimes, I still like him.. I look right past that stupidity and I see a sweet guy, so just do what you think is right with Phil..think about what a nice person he is and what he would do if you guys went out and broke up but still wanted to be friends .." Via said.

"Aww that's so sweet, you like Owen for who he is! ..But anyway, yeah I think you're right, I'm just gonna follow my heart and let it take me where it wants." Keely said.

Later after school, Phil and Keely drove to the mall (Keely's choice) .,

"So..where do you wanna go, Keels?

"Umm, anywhere really, to tell you the truth, I really don't even feel like shopping right now.."

"Woah, you not shopping? Something's up that I don't know about .. what's wrong, Keels?" Phil said.

"Nothing, I guess I'm just tired from a long day of school.."

"I can't stop thinking about him .. ooh his hair I wanna just run my fingers through it .. STOP .. okay I gotta get my mind off of him .. " Keely thought.

"Really? Oh, well do you wanna do something else then, Keels?" Phil asked.

"Nah, I just wish we could hang out at our houses like we used to be able to .. its really sad that we have to secretly hang out as friends now .." Keely said.

Yeah I know .." said Phil glancing behind Keely's shoulder, "hold that thought Keely .." Phil said grabbing her arm and pulling her through the mall at the speed of lightning.

"What's going on, Phil and why are we running?.." Keely asked.

"Keely, questions later, not now! .. Phil said.

"WHAT ARE YOU TWO DOING?" said Barbara Diffy.

"Oh..hey mom! .. what are you doing here?" Phil asked like he didn't know what she was talking about.

"What are you doing here? With Keely? .. I thought you discussed this with her already, Phil."

"Yeah, but ..um can I talk to you about this later, mom?" Phil asked

"Yes, but right now, the both of you .. go home, and drop Keely off on the way, Phil .." Barbara replied.

"Okay bye, mom .." Phil said while pulling Keely away from his mother and whispered in her ear, "That's why we were running."

Did you guys like it? Better than the last one, right? lol i hope so.. please r&r .. thanks