Authors note: Disclaimer, I do not own the characters from Once and Again I'm just borrowing them.

This is my first fic, please be gentle…

5 years before…

Turn it inside out so I can see
The part of you that's drifting over me
And when I wake you're never there
But when I sleep you're everywhere
You're everywhere

Just tell me how I got this far
Just tell me why you're here and who you are
'Cause every time I look
you're never there
And every time I sleep
you're always there

'Cause you're everywhere to me
And when I close my eyes it's you I see
You're everything I know
that makes me believe
I'm not alone
I'm not alone

I recognize the way you make me feel
It's hard to think that
you might not be real
I sense it now, the water's getting deep
I try to wash the pain away from me
Away from me

'Cause you're everywhere to me
And when I close my eyes it's you I see
You're everything I know
that makes me believe
I'm not alone
I'm not alone

I am not alone
Whoa, oh, oooh, oh

And when I touch your hand
It's then I understand
The beauty that's within
It's now that we begin
You always light my way
I hope there never comes a day
No matter where I go
I always feel you so

'Cause you're everywhere to me
And when I close my eyes it's you I see
You're everything I know
that makes me believe
I'm not alone
'Cause you're everywhere to me
And when I catch my breath
it's you I breathe
You're everything I know
that makes me believe
I'm not alone

You're in everyone I see
So tell me
Do you see me?

Michelle Branch (Everywhere)

Prologue

Grace lay in her bed reminiscing the past months. Mr. Dimitri was asked to leave the school and that should have broken her heart but it didn't. What did break her heart were the broken promises and the lies always given to her by him. Yet, it was hard not to feel something for Eli, there was something about him that allowed for him to stay in her heart for so long.

Aggregated by the fact that she kept thinking about Eli she decided to go down to the kitchen for a snack. Grace groans and gets of the bed. She doesn't bother to put on a robe or slippers once she is out of her room she uses any stealth she might posses to head down. It is 1:30 in the morning and everyone is asleep, she does not want any unwanted attention.

Once Grace makes it downstairs she has the dilemma on what to snack on. She glances around the kitchen waiting for inspiration. Grace heads to the pantry and the refrigerator to grab the milk and cereal. With the items in hand she heads to the island and grabs a banana and starts to cut it into pieces while humming and swaying her hips.

Eli was a little drunk when he made his way to the kitchen through the back and tried to keep his balance to prevent knocking things around. As he came near the door he heard slight singing and looks through the small widow on the door. No artificial light was needed the moon provides enough illumination to make everything clear.

Eli spots Grace singing a tune while swaying her hips slightly and watches as Grace holds a spoon with cereal and munches down on it, he smiles to himself as he realizes that cereal is always her favorite snack. Eli shakes his head and brings his hand up to it realizing that it was a movement that he rather not make again. He comes out of it and care fully opens the door and sneaks in with out her realizing it.

Eli really thought she was beautiful when she was carefree and without worry. There had been gradual changes to her appearance, her hair is longer and her body took on softer curves and she had become leaner, she really looks good now. This had to be my drunken mind admitting all these changes he thought.

"A little late for a snack, don't you think" Eli asks in a whisper as he nears towards her.

Grace rapidly turns around scared out of her wits still chewing on the cereal. Grace gathers her bearings and swallows, and glares at Eli.

"Drunk are we?" Grace responds in annoyed tone.

"Hey no need for that just asking a simple question" Eli pauses and checks her out and smirks. "Plus, I can hold my alcohol, a little chilly in here don't you think Grace?" and smirks again much to Graces dismay. The buzz that Eli felt was now gone and replaced by a warm feeling in the pit of his stomach.

Grace shifts from foot to foot, ready to cross her arms around her chest, she was wearing a light blue thank and thin blue flannel pajama pants.

But she wont back down and strengthens her self and raises and eyebrow at him.

"What are you doing in here Eli?" Grace asks ignoring his last comment.

"Nothing just thought that I could get a snack or something after the party I came from and look at my surprise to find my favorite step sister in here too".

While talking to Grace he had already moved closer to her and trapped her between the island and himself bringing his arms to the counter to prevent her from escaping. He truly had no idea what he was doing but he was going on instinct.

Grace saw his approach and did nothing. She hated herself for it but she knew Eli broke her resolve, Eli that made her loose all equilibrium. She took in a deep breath and looked him straight in the eyes, his beautiful hazel orbs made her shiver.

The closer Eli got his senses got distorted, the sight of her the smell of her was intoxicating. She was a sight with supple lips and smooth skin and those eyes those chocolate orbs that said so much always filled with so much emotion. The sent of her lavender hair and slight vanilla skin was his undoing and he leaned in and smelled her near the crook of her neck where he was rewarded with a bit of her hair and skin.

Grace just stood there shock, she didn't know what to do but keep still afraid to move.

"Eli!" she whispers harshly "what do you think you are doing"?

"Why have you been indifferent towards me?" Eli retorts with a question of his own.

"I do not know what you are talking about, I'm treating you exactly the same"

"No Grace, don't lie to me, you have always told me the truth"

"Truth, ha, that's rich coming from you."

Then Grace asked sounding defeated "do you even know what telling the truth entails?"

Eli sighs "Grace is this still about the play, I already apologize and told you what happen and I really wanted to be there but…" Eli is interrupted.

"Do it for me, can you do it for me" Grace tries to imitate Eli from the night when they got high together

"Damn it Eli, you hurt me, and no it is not about the play, it is about… never mind"

Eli really wanted to ask what she meant by being more than the play, but he also knew that it was something he was not ready to hear out loud. He knew that he had disappointed her more than once but he rather not bring that up because saying it out loud would mean he really was a failure.

"Grace I'm sorry. I know I have never been the friend you deserve but please let me try again".

Still slouching over Grace something changed in his demeanor and his stand wasn't as confident as he was when he came in. His eyes focused on Graces eyes and she saw longing and sadness and anger and something else that she couldn't place.

"I don't like it when you are mad at me Grace, I miss you, and I need you".

How dare he say that after all he has done? After all those let downs, she was angry and sad. And yet she knew he was her weak point. With that thought Grace shakes her head.

Grace leans forward closing the distance between them. She doesn't know what has gotten into her but she needed something more from him to let her know he cared. She hears Eli intake his breath and give a slight shiver.

Her breath caressed his face as his chest rose and fell in rapid sequence; Eli's hands move from the counter to her hips and made contact with her skin. They are both leaning against each other with their foreheads touching.

She felt his hand grasp her hips and he pulled her hard against him; rubbing himself against her instinctively. She couldn't help but release a tiny whimper. Her body was in sensory overload. Something had started to build, an indescribable sensation that caused her stomach to flip.

"This was inedible right, bound to happen don't you think Eli?" she says in a husky tone, she wasn't aware it was in her to make. Grace is feeling confident and she likes it.

"Hmm…"

The shift of their bodies had brought them closer together and there are both amaze how well they both fit into each other. Grace arms have found their way to his shoulders and link them around his neck and her leg has risen slightly to his thigh while Eli has gathered one hand on the small of her back while the other rest on her hip. Eli slightly pulls back and stares down at her at her chocolate eyes and there is anticipation there.

Eli had lost all reason all he wants is contact and he knows that he shouldn't because it was wrong, right? But she was so, so Grace. Yes, this was bound to happen he knew the tension was there with the flirting and the stares. He had always wanted this on some level. But he was not ready to have her because if this thing continued with Grace he had to make changes that he was not ready for. Grace was different from all the other girls he ever dated and she deserve better someone who was stable and ready to offer her the world.

Grace feels Eli pull back a little so she looks up at him and sees that there is recognition in his beautiful eyes. She doesn't quite understand what he could be thinking. Then he leans down and she gasps, this is what she has been waiting for since she developed a crush on Eli when she tutored him.

Eli hears her gasp as he leans down and sees her close her eyes. He knows what she is expecting but he is not ready to do that with her no matter how much he and another part of his male anatomy wants to.

This is it Grace can hardly believe it. And then she feels lips on her forehead and Eli's hands change from her hips to her waist. And she understands he doesn't want what she wants. He wants a platonic relationship. But he felt Him and now she is confuse and tries to make sense of it. Eli tries to hug her, and she puts her hands on his chest to slightly push him away. Grace feels worst now than she did when he let her down all those other times because she knows that what ever they could have had besides this abnormal step-sibling/friendship was now gone. And now she feels the need to ask.

"That barrette it wasn't Jessie's" it came as a statement rather than a question.

Eli sighs and responds, "I know" might as well start to change now he thought to himself.

"Oh" umm I have to go to bed its late".

She turns around and tries to clean up the mess she made with her late night snack.

"Grace, I want to make our friendship work", Eli takes a huge breath in and then exhales. "The thing is, that you have become real important in my life and I need to know that you will be there" Eli finishes in a rush as he sees Grace scurries around trying to clean after herself.

Grace briskly turns her head towards him surprised by his omission. She is not sure she is ready to be "just friends" with Eli, Grace guesses is better than nothing but she also knows she needs time to heal the wounds caused by him.

"Eli, I…Look, I… I'm hurt right now and I know it's not your fault but I need time okay"

"I understand Grace; I just hope you know that you are important to me and that I want a friendship from you"

"I know" and tucks a strand of her hair behind her ear.

Grace leaves the kitchen fighting with the tears that are treating to fall out. She left with out realizing that she had left a very sullen Eli behind.

But now he feels hollow, he questions his decision.

"It is for the best, it has to be" he breaths and heads back to the garage.