Up All Night

Summary: AU. Characters are OOC. Sure, Neji's cute, but he's also obnoxious! So try telling that to Tenten's mom. She thinks that Neji is the perfect guy for Tenten. So when Neji surprised Tenten by asking her to the prom, she had to say yes for her sick mom whom she didn't want to let down, even if it meant spending the most romantic night of her life with him. Neji. The guy she can't stand. On the other hand, Sakura isn't interested in love. Her parents are divorced and Sakura is pretty down on couple hood. The last thing on her mind is jumping into a relationship, that is, until Sasuke comes along. Will these 2 girls have their perfect prom night? Pairings: Neji/Tenten, Sasuke/Sakura.

Disclaimer: I don't own Naruto!

Rated: PG

Chapter 4

Tenten held her pillow over her head, trying in vain to block out the sounds coming from her parents' room. It was almost two o'clock in the morning and she couldn't sleep. She had woken up from a deep sleep almost an hour ago to the sound of her mom whimpering in pain in her bedroom. Her soft, muffled crying made Tenten's heart feel like it had been shattered into a million shards of glass. She knew it was equally painful for her father. She could hear his gentle, murmuring voice as he spoke. He was probably rubbing her shoulders and whispering to her that everything was going to be all right.

But it wasn't. Tenten was starting to know in her heart that nothing was ever going to be all right again. The feeling had started the moment she arrived home. Her dad had been sitting on the sofa in the living room, just sort of staring at the wall. He hadn't even noticed that she had come inside. She had walked over to him and tapped him on the shoulder asking him if everything was all right.

He didn't nod or shake his head or say anything at all. He just blinked, as if Tenten had woken him from a deep sleep. She had never seen him look so defeated.

"Dad?" she asked, louder this time. "Is mom okay?"

Finally, he reached up and took Tenten's hand. "She had to increase her pain medication, hon."

Tenten hadn't asked him any more questions. She didn't want to. She was too afraid of what the answers might be. She had simply gone upstairs, kissed her mom as she lay sleeping and locked herself in her bedroom. Then she had buried herself in homework, resolutely pushing away the image of her dad's forlorn face.

But now that it was the middle of the night and the house was dark and quiet, except for the soft sounds coming from her parents' bedroom, she couldn't stop the thoughts that were whirling through her brain. Her mom was sick. She had cancer. Unless a miracle happened, she was going to die.

"She's going to die." Tenten had never said the words aloud before. She wasn't sure if she had even thought the words. They were the worst, most devastating, most terrifying words in the universe. Save her, Tenten thought. If there's anyone out there, please save my mom, I'm begging you…

And Tenten herself was exhausted. She was tired of being strong. She was tired of holding in her emotions so that nobody would know that she felt like she was slipping into a black hole. She felt like she was about to burst.

Suddenly, the house was completely silent. Both her parents were probably asleep. But she was wide-awake. She felt like she would never sleep again. She had to talk to somebody, she realized. She couldn't go another minute without telling someone about what she was going through. If she didn't, she was going to lose her mind.

She switched on the light next to her bed and picked up the receiver of her Minnie Mouse phone. She would call Sakura. She had her own telephone line and she knew that Sakura wouldn't mind if she woke her up in the middle of the night.

Then she set the phone down again. She knew that Sakura would be more than happy to listen to her vent. But where was she going to start? It had been her decision not to talk to Sakura much about her mom's illness. As a result, Sakura didn't know a lot about it. Tenten wanted to speak to someone who understood. Or came as close to understanding as someone who wasn't going through this could.

Neji. She didn't know what made her think of him, of all people. Maybe it was the fact that he had known her mom practically since the day he was born. Maybe it was because he had just seen her. Or because his mother was her mom's best friend. Or because he was the only on who had asked her about her mom's condition lately.

Maybe it's because he's been there for her before. She would never forget the day they had put their dog, Snoopy, to sleep. She had been in the sixth grade and when she got home from school, her mom told her that Snoopy had been hit by a car. The vet had done everything he could but if Snoopy lived, he would be in pain for the rest of her life. Up to that point, it had been the worst day of her life. What if they discovered a cure for whatever was wrong with Snoopy? What if he had wanted to live despite the pain?

That night she hadn't been able to sleep. Once she cried all of her tears, she realized that she had to speak to someone, and that person was Neji. He had been there when she taught Snoopy to fetch and sit. He had helped her dress Snoopy up as Yoda one Halloween night. He loved her just like she did.

Tenten had sneaked out of the house, terrified that her parents would wake up and ground her for a lifetime. Then she had sprinted to Neji's house and thrown pebbles at the window that used to be his bedroom. He had woken up and let her inside, no questions asked. She had stayed for two hours and when she left, she knew that she would be able to sleep.

Snapping back to the present, Tenten got out of her bed, feeling like she was running on an autopilot. She picked up the pink scrunchie sitting on her nightstand and pulled her hair back into a loose ponytail. Then she slipped into the jeans she had left lying next to her bed and pulled a T-shirt out of her drawer. There was only one person in the world she wanted to talk to right now. And it was the very last person she would have ever expected it to be…

Outside, the air was cool. Tenten jogged down the block, living completely in the moment. If she had stopped to think about what she was doing, she knew that she would turn around and go back to her house, where she would sit up all night, chewing on her fingernails.

Tenten slowed to a walk as she approached the Hyuga's house. She knew that Neji had moved down to the basement. She had heard her mom and his mom talking about it last year – something about Neji needing more privacy now that his hormones are raging.

Tenten crept to the side of the house. There it was. The front basement window. Was she really going to do this? But she had to. She needed to talk, and Neji was the only person who would be real with her. He wouldn't go overboard with condolences or try to pretend that he knew what she was going through. He would just be…him. Like he had been the night Snoopy died.

Tenten rapped on the small basement window three times. Then she waited. And waited. She knocked again. Finally, she decided to go back since he's probably sound asleep. And this was a totally insane idea anyway. By tomorrow, she would be fine. She would build back up her defenses overnight and she would cope.

Tenten started to turn away from the window,

"Tenten, is that you?" she heard Neji's voice behind her, coming from inside the house.

She turned around. Neji had opened the window and he was staring straight at her.

"Uh…yeah," she whispered. "I just…never mind. Go back to bed."

Neji shook his head. "No. Go around back. I'll let you through the basement door."

"Thanks." As Tenten headed toward the back of the house, she hoped she was doing the right thing.

Neji was her arch foe, her sparring partner, her surly, spur-galled-foot-licker. But was he her friend? She reached the door, her heart pounding. She was about to find out.

"Come inside," Neji said as soon as he opened the basement door that led to his bedroom.

Tenten walked into the house and followed Neji down a small, narrow hallway. At the end of the hallway was the door that opened into Neji's bedroom. Actually, it was more like an apartment, complete with a sitting area, a Ping-pong table, and a mini fridge at a corner.

"Is everything okay?" Neji asked anxiously. He was wearing his pajama and his hair looked like it had been through a tornado. "Is it your mom?" he added quietly.

Tenten flopped onto an old, half-stuffed beanbag chair. "She's fine. I mean, no, she's not fine. She hasn't been fine for a long, long time. But for some crazy reason I've been going around telling anyone who asks that she is. And now I cant do that anymore…" Tenten sighed deeply, sinking further into the giant beanbag. "Oh man…, I don't even know why I'm here…"

"Tenten…"

"I'm going to leave, this was a stupid idea," Tenten interrupted.

What was she thinking? She had woken Neji up in the middle of the night so that he could sit there and listen to her, his least favorite person in the world, moan and groan about her problems. This was ridiculous. Tenten pushed herself up off the beanbag and started towards the door.

However, Neji stood up at grabbed her hand. "Tenten, listen to me for one second."

"What?"

"I think you should stay for a while. I mean, you obviously came here for a reason. And now you're up, and I'm up…and well, we might as well talk."

Tenten sort of fell onto the sofa. Her legs just king of gave way. She didn't say anything at first. Tenten gazed around Neji's room, looking at his trophies, sports posters and CDs everywhere. A miniature basketball hoop was attached to one of the walls. It was all so typically male that she realized suddenly that this was the first time since sixth grade that she had been alone with a guy in his room. Of course since that guy was Neji, it didn't count. Her gaze fell on the swimming trophy he had won in fifth grade. She had been on the other end of the lane, cheering him to victory. After the meet, both of them had gone to celebrate.

"Everything used to be so simple…" Tenten said finally.

Neji sat down beside her. "Yeah, sometimes I wish I didn't have to grow up. I miss the time that I could fix any problem with a hot fudge sundae."

"Remember the time we ran away from home together?" Tenten asked.

Neji laughed. "I don't know how fat we thought we were going with two ham sandwiches, a package of oreo cookies and ten dollars."

"Hey, we made it to McDonalds. I think that was the best happy meal I ever had." Tenten pointed out.

"And then you mom showed up with a suitcase. She said she was going to come with us as long as we're running away." Neji added.

Tenten giggled.

"It actually worked. You were so worried that your dad was going to be lonely all by himself that you insisted we abandon our plan to move to Disneyland." Neji said.

"My mom was really something. Wasn't she?" Tenten sighed.

"She still is." Neji replied as he scooped up a basketball and tossed it in the direction of the hoop. It hit the rim, fell onto the floor and rolled in their direction.

"I don't know what we're going to do without her. I'm so scared, Neji. If I even think of the worst case scenario, I feel like I'm going to completely fall apart." Whispered Tenten.

"Its ok if you fall apart Tenten, you're entitled.

Tenten took the ball from Neji and threw it. It swished through the hoop. "Two points," she declared.

"Really, Tenten, you don't have to pretend that everything is okay. There are a lot of people around who would love a chance to lend you a shoulder."

"I have to be strong, I don't want my parents to know how terrified I am." Tenten paused and thought of her dad's expression earlier that day. "They need me to have a smile on my face, Neji. It's all they've got right now."

"It's at times like these that it's rough to be an only child. If you had a sister or brother, maybe you wouldn't be so compelled to keep a stiff upper lip, as they say." Commented Neji.

Tenten laughed softly. "You know what's weird? You're probably the closest thing I have to a sibling. Maybe that's why I'm here."

"We were sort of like a brother and a sister when we were little. We used to squabble like two kids stuck in the backseat of a car during a long road trip."

Tenten nodded. "I loved all that bickering when I was young. It made me feel…I don't know…safe somehow."

Neji threw the ball and it went through the hoop. "Two points, tied! We're still pretty fantastic in the bickering department."

"True," said Tenten as she took her turn in throwing the ball. It didn't land anywhere near the hoop this time. "But it feels different now."

"I guessed hormones got in the way. We hit puberty and everything changed." Replied Neji.

Tenten grinned. "You know, we shouldn't have gone on that stupid date. It was the beginning of the end of a beautiful friendship."

Tenten's heart skipped a beat. She couldn't believe she just mentioned that taboo subject. She must have been so caught up in their conversation that she slipped up.

"Man…that was a disaster. I was so nervous that my palm produced a liter of sweat that night."

"Same here," said Tenten.

"Really? You seemed so calm, cool and collected. I never would have guessed you were nervous."

"Are you kidding? That was like the biggest night of my life and it was the first time I ever wore lip gloss."

"Lip gloss? Wow I never knew!" Neji teased.

"Well, if you hadn't been so busy antagonizing the waiter, maybe you would have noticed that my lips were incredibly red and sensuous for a thirteen year old."

"I noticed…trust me, I noticed." Neji said.

Tenten shifted so that she was facing Neji. And she looked at him. He appeared to be the same boy she had built forts with in his backyard. But he was also someone totally different. He had broad shoulders and she could see the muscles in his chest lurking somewhere under his T-shirt. Funny she had never noticed what a square jaw he had…or the way his hair brushed his ears in just the right way.

Tenten became acutely aware of two facts. The first was that she hadn't felt this close to another person in ages – not since her mom had received her initial diagnosis and she had started to pull away from Sakura. Just being able to talk to someone made her feel like she could start cracking away at the wall she had built around her heart.

The second fact was even more mind blowing. Out of nowhere, she had become aware of Neji's presence in an entirely different way. She was conscious of his body, his arms, his strong hands resting lightly on the ball. And she couldn't take her eyes off his lips. They were full and red and exactly the kind of lips that girls dreamt of kissing. She felt thirteen all over again…only now. Now she was seventeen and kissing wasn't just something she had read about in books. She had done it and she could imagine what it would be like with Neji.

"Are you wearing lip gloss right now?" Neji asked, his voice so husky that it sent chills down Tenten's spine. He was staring into her eyes and her body felt like it was turning to liquid as she nodded.

"Um…a little, it's left over from this afternoon."

Neji reached out and brushed her hair away from her face. "It looks nice." A vein in his forehead throbbed as if it had a life of its own.

"Thanks…"Tenten whispered.

Neji leaned closer to her, and Tenten found herself responding to him like a magnet. She moved closer to him, her eyes falling again to his lips.

Time seemed to stand still and Tenten realized that at this moment, she wanted to kiss Hyuga Neji more than she ever could have dreamed possible.

All the blood in Neji's body had rushed to his head, and he felt like he was about to faint. At the same time,every one of his five senses was hyper aleart as he continued to stare into Tenten's eyes. His mouth was so close to her lips that he could practically taste them. He could detect the slight scent of strawberry from the shampoo Tenten used on her shiny dark hair. It was intoxicating.

He was about to kiss Tenten. For the first time ever, Neji was aware that this was something he had wanted to for a long, long time. He closedhis eyes and leaned even closer, closing the tiny amount of space that was still between them. But he didn't find her lips with his. There was an empty space where her mouth had been.

Neji popped open his eyes. Tentne was on the other side of the couch, as far away as she could get from him. She had jerked away at the last possible second. And she was still staring at him but now her eyes were flashing with anger.

"Tenten, what's the matter?"

She scowled. "I don't need your pity kiss Neji." She stood up and crossed her arms protectively over her chest. "I should never have come here."

"What are you talking about?" Neji yelled as loudly as he could without waking his parents up.

"I'm out of here." Tenten said as she spun around and strode towards the door without giving Neji a chance to say anything.

"Just wait…" Neji trailed.

But it was too late. Tenten had started running. By the time Neji reached the door, she had already fled. He had to let her go. He couldn't exactly chase a girl down the block in the middle of the night.

Instead, he ran back to his room and stood by the window, where he had a view of the street. He watched as Tenten sprinted down the block and slipped safely back into her house.

"What just happened?" Neji asked himself.

He was confused, frustrated, and annoyed. Tenten had wanted him to kiss her. He was sure of it. What was her deal? He had never met someone who ran so hot and cold. Neji bent over and reached for his basketball and threw it as hard as he could against the wall, trying to vent his pent up emotions.

Had Tenten intentionally come over to get him all riled up so that she could throw it back in his face? It didn't seem possible…Then again, two hours ago he wouldn't have thought it was possible that he would be woken up in the middle of the night by his sparring partner either.

"Nothing makes sense anymore…"Neji moaned, flopping onto his bed.

He felt terrible that Tenten's mom was sick but he also resented the way Tenten was treating him. Just because she was going through a traumatic time didn't mean that she could use him as an emotional punching bag. He was a human being with feelings! Not that Tenten had the power to hurt him. He didn't even like her. He didn't! The non-kiss had been…what?

A mistake. A moment of weakness. A severe error in judgement. He was glad Tenten had pulled away. He would have regretted the kiss the second that it ended, if not sooner. He should consider himself lucky that it never happened.

Neji reached out and flipped off the switch of the overhead light. Unfortunately, he was going to have to wake up in a few short hours. Tomorrow was going to be a complete wash. But it wasn't going to be anywhere near as miserable as prom night. If the way tonight had gone was any indication, the dance was going to be nothing short of a nightmare.

"Neji! Are you awake down there?" Mrs Hyuga's voice combined with the buzz of the alarm clock jolted him out of a deep sleep.

Neji turned over and banged his fist on the alarm clock. "I'm up!" he yelled back.

Groggily, he slid out of bed and headed directly for a hot shower. Had he been dreaming or did Tenten rally shown up at his door in the middle of the night? Then he noticed a pink ponytail holder lying on the floor next to the sofa. Oh yeah. She had been here. So it was all real after all. Her showing up. Their conversation. The kiss. The kiss that never happened, he amended to himself.

As he mulled over the events last night under a hot shower, he thought that maybe he over reacted when he had been so angry that she bolted without a word of explanation. If his mom were as sick as her mom was…he didn't even want to think about what he might do.

As he stepped out of the shower, he couldn't help but feel guilty. He had been the one who was wrong last night, not Tenten. She had been totally vulnerable, and she had trusted him. She had shared her fears with him. And he was sure that she hadn't told anyone else about her need to be strong on the outside no matter what happened.

"You're a jerk," he told himself as he wiped at his foggy reflection on the mirror.

Rule number one in the code of chivalry was not to take advantage of a girl when she was feeling vulnerable. He hadn't intended to take advantage Tenten but maybe it was wrong for him to kiss her under such circumstances.

True, she had seemed as ready for the kiss as he had been. But at the last second she must have come to her senses and remembered that she didn't even like him. He'll apologize, he decided. Tenten needed friends right now and he wanted to be in that category. He wanted to be there for Tenten…for old time's sake, if nothing else.

Neji spent most of his lunch period searching for Tenten so that he could give her a timely apology. Finally, ten minutes before the bell rang, he found her sitting at corner table in the library.

"Hey." Neji stood in front of her table and waited for her to look up.

"Neji, what are you doing here?" she asked sounding extremely suspicious.

So much for crying on my shoulder. "I…um…wanted to talk about last night." Neji explained. Ok, go to the point, just tell her you're sorry, he thought.

Tenten laughed. "Forget about last night."

"What?" Neji had been ready for anything. But laughter?

"Listen, Neji, last night I had a bad case of temporary insanity."

"You did." Neji wasn't sure if he was making a statement or posing a question. Tenten always had the effect of throwing him completely off balace.

"It was late, I couldn't sleep." She gave him a tight smile. "Consider it an insomia-provoked dementia."

"Well, whatever it was, I just wanted to let you know that I…"

"Save it," Tenten interrupted. "Whatever you're about to say is totally irrelevant. Because we're just going to pretend it never happened. End of story." Tenten raised her eyebrows and gave him a challenging stare.

So she wasn't looking for an apology. Okay. Fine. Neji was still going to give the friend thing one more shot. For her mom. For Tenten.

"End of story. I understand. But I wanted you to know that I'm here for you. That's all." Said Neji.

"Thank you." But Tenten's voice conveyed anything but gratitude. "I'll keep that in mind. Now do you mind? I have to get back to my homework."

Nice, Neji thought. He turned his back on Tenten and strode across the library. Their conversation certainly hadn't been worth giving up his lunch for. In fact, it was a complete waste of time.

From now on, he was going to stay as far away from Tenten as he could. That was obviously what she wanted – and that's what she was going to get. End of story.

Author's Notes: Sorry for taking such a looong time to update… Hope you like this chapter. It's all Neji/Ten and Tenten's acting like a brat, poor Neji! So I'll dedicate the next chapter to Sasu/Saku since they are not in this chapter. Thanks so much to everyone who read and reviewed! Love ya guys!