Lilly was lying on her bed, clutching on to her tiny bear, thinking. Just thinking. She couldn't sleep. Her eyes were stuck open and all she could do was think. Thinking about what she thought Miley was thinking and maybe that thinking was right. Did that even make any sense? She eventually came up with a thought. Not really a thought more a realization. She had realized she had fallen for her long time best friend. Sure at first he was just her goofy naive friend and nothing more. But lately she got a tingly feeling every time she was around him. She knew she liked him more than just a friend now. But how did he feel? Should she tell him? Was this really love or just a stupid crush that will fade? What about Miley? These questions rushed around her head like a merry-go-round causing a bad headache. She got up for a glass of water and then tried to get some sleep.

Miley was sleeping sound until she heard a loud bang. She nearly fell out of her bed. She decided to head downstairs to see what the sound was coming from. She needed a weapon and spotted a broom. Close enough she thought and she grabbed the broom. She wasn't expecting a burglar; it was probably just Jackson eating a midnight snack. She went downstairs and heard knocking on the door. She slowly approached the door. Who would be at the door at this hour? She opened it and no one was there. Then someone tapped her.

"Ahh!" Miley screamed as she aimlessly swung her broom. Lilly covered her mouth before she woke up the whole house.

"Lilly?" Miley muffled.

"Hey Miley," Lilly said nonchalantly taking her hand away from her mouth.

"I was just wondering but what are you doing here!" Miley exclaimed swaying the broom in the process.

"First put down that broom, then I'll tell you," Lilly said as she nervously watch her swing it.

Miley dropped the broom and awaited Lilly's alibi.

"Look I couldn't sleep so I snuck out and came here," said Lilly.

"Usually when I can't sleep I get a snack or watch TV. Going over my best friend's house at 2 am to freak her out isn't one of the first ideas that come to mind," Miley replied angrily.

"Sorry, but there's more," Lilly said.

"The reason I couldn't sleep was I think what I thought you were thinking is true," Lilly said.

"What are you talking about?" Miley asked totally confused.

"I think I love Oliver," Lilly announced loudly.

Miley just stood there. Was this a dream or did Lilly just say she loved Oliver. Lilly pinched Miley.

"Ouch!" Miley yelped. "What was that for?"

"Well you weren't reacting," Lilly said. "So, what should I do?"

Miley felt bad for her confused friend. But it was too late and she was too tired to deal with Lilly now.

"Look Lilly I'd love to talk about this but it's late and I'm really tired from the concert," Miley replied tiredly.

Lilly frowned and started to feel completely embarrassed.

"I'm sorry Miley, I'll go," Lilly said sadly as she headed toward the door.

"Wait Lilly," Miley called after. She ran over and gave her friend a hug.

"I don't know about what I feel about you and Oliver but I'm here for you," Miley said.

Lilly smiled. "Thanks Miley."

Lilly headed home and Miley finally got her well earned sleep.

Jackson meanwhile was eating a sandwich behind the counter in their kitchen. He had heard their whole conversation.

"So Lilly's got a crush on Oaken, this should be interesting," Jackson said to himself coming up from behind the counter. Then he took a large bite out of his turkey sandwich.