Brooke sighed as she turned the corner. There he was, right where she knew he would be. Peering through the window, she couldn't help but smile. She figured he must have always been around but she had never taken much notice until after she started dating Lucas during junior year. Mouth, who she absent mindedly initially referred to as Lips, had been a major part of her boyfriend's River Court clique and the two of them had begun to develop rapport during the Classic that year when Mouth's surprise help with dance moves, choreography and overall spying on the main competition, had saved the day. But she had gotten to know the real person on the night of the Boy Draft. She had been late and he was the only slim pickings left. They were supposed to party and get wasted, Brooke Davis style but she ended up breaking down and pouring out her heart. And Mouth had been a shoulder to cry on along with a sympathetic ear. That night they became friend, real friends, a friendship enduring his unrequited crush among other instances, including an early morning rock bashing her car window. Although true she did not feel for him a romantic way, Brooke deeply cared for Mouth and the two had come to lean on each other. Then came Rachel. From the beginning Brooke Davis had been the most cynical, outspoken critic of the relationship that shocked Tree Hill High. She and Rachel had eventually become friends of sorts or at least something close to it but Brooke had always kept one eye open and apparently for good reason.

"Knock, knock", she smiled, standing at the head of the door that led to the entrance of the school's media center.

Mouth looked up, then ignored her before going back to his broadcasting equipment.

"What do you want, Brooke?" he finally asked after noticing that she wasn't going away.

"Gee, thanks for the warm welcome, Friend. Are you even gonna invite me in?"

Mouth looked right at her.

"Depends. Are you gonna stop attacking my girlfriend?"

Brooke bit her lip.

"About that…"

"Yeah, about that", Mouth rolled his eyes, motioning her in and closing the door.

"Look, Mouth, we've always been friends, right? I mean, good friends…"

"Brooke…"

"Before Rachel came along. Think about it."

"Fine. Yeah, we were really good friends. We are friends now. Everything would be great if you would just lay off Rachel."

"Mouth…"

"I thought you two were friends."

"Do you trust me?" she asked.

"Brooke…"

"Yes or no. Mouth, do you trust me?"

"Of course I trust you, Brooke."

"Good. Then you know I'd never do anything to intentionally hurt you?"

"I guess. Look, where are you going with all this?"

She took a deep breath.

"It's about Rachel."

"Let me guess, you're gonna tell me what a horrible person she is."

"Rachel is what she is. I know you love her so I won't stand here and call her names and talk trash about her."

"Good."

"But I will say that she isn't right for you."

"And who gets to determine that?"

"Mouth!"

"She makes me happy, Brooke. She, she's a good person on the inside. We talk and we hang out and she really is the warmest most sincere, funny human being I've ever met."

"Then you seriously need to get out more", Brooke rolled her eyes.

"This isn't a joke, Brooke. It's for real. Our relationship is and so are my feelings."

"I know that you really love her and I know you've put a lot into this relationship but Mouth sometimes the ones we love the most just don't love us back…"

"Are you talking about Rachel?"

"I…"

"Or Lucas?"

Brooke cringed. Score one for Mouth with the low blow.

"That's not fair", she said in a voice barely above a whisper.

"Damned right it isn't fair. Just like it's unfair for you to come in here with all this garbage. How dare you."

"I'm not doing this to hurt you, I'm trying to help you."

"By telling me my girlfriend doesn't really want me?"

"She's using you, Mouth. I'm sorry but that is the truth."

Mouth shook his head.

"You don't know her, Brooke. You don't know the real Rachel. Not too many people do and she likes to keep it the way. You see the pretty, cocky, brass, smart mouth cheer captain with the world at her feet and a smirk on her face. That's a façade. That's not her. Beneath that tough interior is something so fragile and soft. I mean, she's like a little Twinkie inside. There's emotion and vulnerabilities and insecurities. She lets me in, Brooke. Rachel shares all that with me. We talk to each other and more importantly we listen to each other. We're friends and we're lovers and we just get each other. We connect. No, she might not be the girl you wanted for me but she is the woman of my dreams and I am deliriously happy about that. Please, please tell me what is so wrong with that."

She could see tears welling up in her friends eyes and it made her want to cry as well. And kill Rachel.

"It's wrong when you feel that way and you put in 100 percent and maybe the other person's head or heart isn't in it", she swallowed hard.

Mouth laughed at her in spite of the situation.

"Is it really that hard to believe, Brooke?"

"What?"

"That a girl like her, the pretty, popular girl, the princess, could really fall in love with the ugly, dorky frog?"

Brooke closed her eyes.

"That's not what I meant. You're not ugly, Mouth. You're beautiful. And you're not a dork and if anyone is the frog, it's Rachel."

"So you're saying she's not good enough for me?"

"That's exactly what I'm saying."

"Then who is, Brooke? Who is good enough for me?"

Brooke sighed.

"Someone as beautiful on the inside as she is on the outside. Someone smart and loyal and sincere. Someone who will love you and in turn be worthy of your love."

"Someone like you?" he asked quietly.

"What?"

"Or did you forget, Brooke? Isn't this conversation a tad redundant? Because I recall somewhat of the same speech when you told me it was you and not me and that I was the little brother you never had."

"Mouth…"

"So you didn't want me. It hurt like hell but I got over it. But does it bother you that much, does it bewilder you that much that someone else in your league doesn't think of me as a kid brother? Is it so unbelievable to think that someone like Rachel finds me appealing and attractive?"

Brooke was at a loss for words.

"No, I…"

"You hurt me once Brooke but you can't do it again. I won't let you. The old saying goes, 'One man's trash is another man's treasure'."

"You were never my trash", she whispered almost tearfully.

"But I am Rachel's treasure just like she's mine."

"Why wouldn't I want that to be true? Whatever beef Rachel and I have is not nearly as important as my friendship with you. Personal feelings aside, I wish to God that I was wrong…"

"You are."

"No, I'm not. Mouth, I'm sorry."

"You're jealous. You're jealous of Rachel and of us and…"

"I don't want to see you hurt. You think that's fun, Mouth? Well, I have news for you, it isn't. So you had a little crush on me and I didn't feel the same way and your feelings got hurt. I'm sorry. But at least I was honest and believe me, that honesty spared you a lot less pain. But Rachel isn't being honest with you."

"Like Lucas wasn't honest with you?"

"No. No, he wasn't. And in the end I got hurt…bad. It sucks. I wouldn't wish that kind of pain on my worst enemy. Why would I wish it for one of my best friends?"

Mouth sighed.

"I'll be okay, Brooke. Look, I appreciate the concern, if that's what this really is and not just a way to dig at Rachel but I can take care of myself."

Brooke nodded and turned to leave. She had come to say her peace and that was all she could do really.

"One more thing", she called out from the doorway.

"What?"

"Just…just ask Rachel about Cooper Lee, Nathan's uncle."

Mouth looked right at her.

"I already did."

Her eyes grew round.

"You did? What, what did she say?"

He shrugged.

"You told her to stay away from him so I asked her what it was about."

"And what did she say?"

"She said she had seen him hanging around the gym after school waiting for Nathan and Lucas. She was practicing and they talked and he said something about chaperoning the formal and since it's this weekend and all he wanted to brush up on his dance moves and they were just joking around when you walked in."

"And you believe her?"

"I asked her to explain herself and she did. And that's enough for me."

"Okay", Brooke nodded.

"She told me you were pissed off because you have a thing for Cooper."

"What?"

"Brooke, it's okay…"

"That little red headed she devil said that about me?"

"Look, if you like Cooper Lee and you two have a thing going on, then that's your business but just be careful."

"Careful?"

"Yeah. He is an older guy and he has more experience and stuff and you got your heart broken with Lucas. Just don't go rushing into things. I don't want to see you get hurt again…and neither does Rachel."

Brooke shook her head. Unbelievable.

"I have to go, Mouth. I guess I'll see you around."

"Yeah. See you at Formal."

Formal. The long awaited Formal that would take place in just two days. The Formal where the shit would or would not hit the fan.

"Yeah", she sighed. "See you at Formal."