Lily woke up to blinding lights attached to a pale ceiling. Her eyes felt bruised and heavy while her head pulsated with pain. There was thin white sheet over her body which she quickly pushed aside as she sat up.

"Wow, don't try to sit up to fast." Ulrich said, slowly pushing her back down.

"What...happened?" She asked, her mouth and throat terrifyingly dry.

"I'll explain later, you should try to rest though." Ulrich said, a warm smile on his face.

"No I'll be fine if I move around." Lily tried to sit herself up again but Ulrich insisted she rest.

"No you should rest."

"No I want to walk around."

"But bed rest is good for you!"

"Ulrich, what is going on?" Lily's voice just below a yell and she stared in Ulrich's brown eyes as he tried to look away.

"Nothing..."

"No, something's up. You are never this insistent on bed rest."

"How do you know? We've only known each other a couple weeks!" Lily's face slouched at his comment and an embarrassed blush appeared on his tan cheeks.

"I'm telling you nothing is going on." the boy said, coughing away his nervousness. Lily let out an amused hum before a wicked smile appeared on her lips. Quickly she flung the white sheet over Ulrich; while he struggled with the obstacle Lily bolted for the door. Ulrich called after her as she ran down the hallway, her breath heavy as she grew tired. Her body still wasn't at 100 percent but Ulrich was hiding something and she had to find out what. She raced past her fellow classmates towards the dormitory. Once inside she climbed up the stairs towards her room.

Lily bursted through the door and quickly closed it behind her just as Ulrich made it to the top of the stairs. Relief filled her veins but was filled with shock when she opened her eyes and saw Yumi and Aelita. Both of their faces were shocked and they were trying to hide something behind their backs.

"What are you doing here Lily?" Yumi stuttered out.

"Yeah I thought you were still asleep in the infirmary?" Aelita questioned, still trying to hide whatever was behind her back.

"I was feeling better so the nurse let me return to my room. What do you have behind your back?" Lily said, taking a step towards them.

"Oh, um, just some fabric." Yumi said stuffing whatever it was she was holding into her backpack. Aelita followed her lead and began to stuff the same thing in Yumi's backpack.

"What's fabric?"

"Oh it's just material that we can manipulate so it created other things." Aelita explained, zipping the pack shut.

"So what were you two making?" Lily asked, trying to grab the bag from Yumi. The tall girl lifted it above her head, making it barely out of Lily's reach.

"Nothing important but I got to go, my mom is taking me shopping for prom." Yumi said, opening the door to reveal a sulking Ulrich. He weakly smiled up at the Asian as she closed the door. Lily pressed her ear against the cool metal and could faintly hear their conversation.

"I'm sorry Yumi." Ulrich apologized.

"You were suppose to keep her busy, we were almost done and now I have to finish it on my own." Yumi groaned.

"Yeah well I told you that Odd would be better off distracting her."

"No, I already told you Odd can't know either. It has to be a surprise." The two then began to walk away, their voices too far away for Lily to hear more.

"So how are you feeling?" Aelita asked, sitting on her bed and opening up her laptop.

"I'm sorry, what?" Lily asked, finally removing herself from the door. Aelita let out a laugh as her computer booted up.

"I asked how are you feeling?"

"Oh, better. What happened? Ulrich wouldn't tell me."

"Well of course not, the nurse was probably over hearing your conversation. Anyways after X.A.N.A attacked and possessed you he forced you to almost jump into the Digital Sea. You were able to fight him when I deactivated the tower after that you passed out. You were still unconscious when we materialized you so Odd carried you to the infirmary so you could rest."

"He...he carried me?" Lily asked, her face beginning to heat up.

"He sure did, he even sat with you for a night or two."

"A night or two? Wait, how long was I out?"

"For at least four days, we switched watches. Odd didn't really want to leave your side but when we caught him snoring beside your bed we knew he needed to rest." Aelita giggled out.

"Well let's go see Odd then." Lily said, a smile on her lips.

"Well dinner should start soon but before we leave I have to ask you something." Aelita turned off her computer and put her hand on the door knob, a mischievous look in her green eyes.

"Um, about what?"

"This has been bugging since Odd kissed your cheek. Do you like him?"

"Of course I like him, he is my friend."

"No not like that I mean romantically."

"Huh?" Confusion flickered in Lily's eyes as she stared at the pinkette.

"Um, how can I explain this." The girl pondered the question until something popped in her head. She quickly snapped her fingers with a smile on her face. "I mean do you want to kiss him back?" Lily's face grew bright red at Aelita's question.

"Um, I don't know. I mean I've read about kissing and stuff like that but...I don't know." Lily's face was almost as red as her eyes as Aelita opened the door and allowed them to leave the room. The two walked into the cafeteria and spotted the others in their usual spot.

"Hey we heard you woke up! I snagged you some dinner." Odd said, pointing to a full tray of food next to him.

"I'm shocked you didn't eat it." Aelita commented before heading off to get her own food. Lily sat down and began to nibble on her food as Aelita took her place next to Jeremie.

"So Lily why are you so red?" Yumi asked, her voice copied the smile on her face. Lily had forgotten that she was blushing and her face turned even redder.

"No...no reason." she said, looking at the table. Her gaze flicked over towards Odd as he stuffed a spoonful of peas in his mouth but then her eyes returned to the table.

"Mhm, sure." Yumi's eyes narrowed and her smile grew wider, it appeared everyone at the table was aware of Lily's blushing except Odd.

"So Yumi were you able to find a prom dress?" Aelita asked.

"Yeah I was."

"Prom? What's that?" Lily asked as her face began to cool down.

"Its just some lame dance the school throws every year for the upper-class men." Jeremie stated while adjusting his glasses.

"Why is it lame?"

"Because it takes Jeremie away from his computer." Ulrich teased, his plate already empty.

"Well hopefully I can steal you away from your laptop for at least one dance." Aelita said, causing a light blush on Jeremie's cheeks.

"Well the best part about prom is the music of course!" Odd exclaimed, a wide grin on his face. Lily returned his smile before pushing her plate aside.

"So tell me more about prom."

"Well normally a guy asks a girl as a date. The girl will get all pretty with make up and a fancy dress while the guy generally wears a tux." Jeremie said.

"What's a tux?"

"Its a suite."

"And what's that?"

"You'll see if you go to prom." Yumi interrupted.

"I'd really like to go, it sounds like a lot of fun."

"Maybe some one will ask you." Aelita said, her gaze fixed on Odd.

"Hopefully." Lily said, everyone turning their gaze on the blonde boy. His gaze looked solemn, his eyes fixed on something outside as he stared out the window.

"Odd are you alright?" Aelita asked, waving her hand in front of his face. The movement seemed to shock him back into the conversation but his voice said that he was still spacious.

"Um, yeah, well I have to go. I'll see you later." Odd excused himself from the table and walked out of the cafeteria, leaving everyone worried and confused.

The next morning Odd hadn't changed since dinner. He was spacious and solemn which worried Lily every time she talked to him. Slowly she felt him drift away from their conversations and he even stopped replying to her texts.

"Have any of you talked with Odd?" she asked as the group huddled near the vending machines.

"I tried but he keeps blowing me off. He won't answer my texts or calls." Ulrich said. Lily's eyes flicked around the small space, hoping to see his purple outfit walking towards them. He never showed and didn't sit next to them during lunch. Odd had completely shut them out.

Lily was walking back to her room, a towel wrapped around her hair as it dried from the shower she had just taken. She was still worrying about Odd when she opened the door and almost screamed in surprise. Hanging in the center of the room was a dress. It was dark blue and outlined with a glittery silver color. Lily walked over to the dress and rubbed the fabric against her fingers, it was soft and felt nice in hands.

"Do you like it?" Aelita asked, standing in the door way.

"Its so pretty."

"I'm glad, we made it for you." Lily whipped her head around to stare at her roommate in surprise.

"What do you mean?"

"Yumi and I made this dress for you so you could wear it to the prom with Odd."

"But Odd isn't talking to anyone."

"He's probably just going through some stuff he'll come around especially tomorrow night during the dance." The two girls stared at the beautiful fabric in front of them. Finally Lily took the dress and began to put it on. The straps hung around her arms instead of on her shoulders and the end of the dress was just below her knees, the top was cut in a v-neck style without showing too much of anything. Aelita brought out a black, see through sash that wrapped around Lily's shoulders, completing the look.

"I love it Aelita!"

"You do look beautiful. The dress was made just for you and it fits perfectly." Aelita marveled at the sight as Lily twirled around in the tiny space, making the dress lift and fall with her movements.

"I hope Odd likes it."

"He will love it, I'm sure." The two shared a smile and put the dress away, excited for tomorrow.

Lily was once again putting on her dress, with help of Aelita. Aelita wore a dark pink dress that was a bit longer than Lily's. The sleeves covered Aelita's shoulders and she wore off white elbow length gloves and pink heels. The two were trying to put on Lily's dark blue flats when there was a knock at the door. Aelita opened the door to reveal Ulrich, Yumi and Jeremie standing in the hallway. Yumi wore a black dress with red lilys around the hem, the neck was cut similar to Lily's and Yumi wore black half gloves that only covered her hands. Jeremie and Ulrich both wore black suits with a white under shirt and black ties.

"Wow Lily, you look incredible!" Yumi said, examining her work.

"I really like your dress Aelita," Jeremie said, taking her hand and blushing.

"So where's Odd?" Lily asked, looking down the hallway towards the stairs.

"He left early, saying something about wanting to surprise someone." Ulrich said winking at the blushing girl.

"Well we better not keep him waiting, the dance is about to start." Aelita said, leading them down the hallway towards the gymnasium. They walked into the dark room, it faintly lit with different colored lights that streaked through the sky. Everyone was dancing and talking, all enjoying themselves. The music blared loudly from two giant speakers near the stage and next to the drink station.

Lily looked around feverishly for Odd and finally spotted him getting two glasses of punch. She quickly walked towards him but stopped dead in her tracks. Odd handed a short girl with brown hair in a purple dress a glass of punch. She kindly accepted it and placed a kiss on his cheek. Odd blushed before turning his head and kissing the strange girl on the lips.

Lily watched with tears in her eyes as Odd guided the girl to the dance floor just a slow song began to play. He wrapped his arms around her waist as she wrapper hers around his neck. Slowly they rocked back and forth, smiling at each other in the dim room before sharing another kiss.

"Lily, did you find him..." Yumi's voice trailed off as she followed Lily's gaze. "Oh no, Lily are you alright?" Yumi turned towards her friend as the first tear fell from her ruby eyes. Lily's shoulders began to shake and she clutched her hands into fists, digging her painted nails into her pale skin.

"Yumi what's going on?" Ulrich said, standing beside his date.

"Odd's here with some other girl. Look." Yumi pointed towards the new couple as they separated their lips for some air.

"You have to be kidding. I'll find out what's wrong with him." Ulrich pushed up the sleeves of his jacket and began to walk towards Odd when a hand grabbed his arm. He looked over his shoulder and saw that Lily was stopping him.

"No its fine Ulrich. I'm going to go though, I don't feel so well." Lily said, trying to keep her voice from breaking.

"Do you want me to walk you back to the room?" Ulrich asked, engulfing the girl in a tight hug. Lily pushed the brunette away and denied his offer. She slowly turned and walked away, leaving her first prom.