A/N: Sorry for the bit of a wait. Christmas is a busy time. I'll be honest, I'm a little discouraged at the moment. Thus far, I've received exactly two reviews, a fact which is making me a little doubtful about this. I know the story starts off a little slow, but I promise, even without the straight sap of "Tell Me", it's going to get better, and there's going to be more of Lily and Oliver. But what fun is the romance if there isn't a little struggle leading up to it. Anyway, this chapter: Homecoming. Are you pumped? I am. Enjoy!

Disclaimer: Oh my gosh. Can you believe I forgot it again? It's clearly been a while since I've been posting on fanfiction. Anyway, you'll notice that neither Miley Stewart nor Hannah Montana exist in this fic, and so while it's fairly unnecessary, I renounce all claim to the characters and references you recognize. Because, you know, I owned them previous to this.

Chapter 4: Vulnerable

"I can't believe you, Maya," Lily stared in anguish at the friend beaming back at her.

"Lily," she sighed, shaking her head, "It looks fantastic!" She pulled a mirror off the counter and held it up for Lily to examine more closely the curls that covered her head.

"It looks like you, May." While grasping the mirror with one hand, her other found it's way to the heaped up-do, gently tapping at the pile with her fingernail. "Hard as a rock," she threw Maya a suspicious and teasing glance.

"Oh it is not," she pulled the mirror from Lily's hand, making better use of the time to pull her fingers through a few strands and adjust a few bobby pins. "It would take someone without my expertise way more hairspray to pull this look off," she laughed.

"Oh thank God," Lily rolled her eyes and stood. "Where's the suicide request of a dress you picked out for me?"

"Cut it out, Lils," she reached for a clear plastic garment bag at the front of Lily's closet. "You know it makes you look hot." Lily tossed her a knowing smile over her shoulder As uncomfortable as her dress made her feel, she positively loved the way it made her look. With a gracious smile she pulled the hanger form the garment bag as Maya pushed it in her direction. "Yikes. Someone's excited."

The sweatpants and the T-shirts fell to the floor as the pair changed quickly into their dresses. Lily felt warm air hit her body as her clothes fell away. It was uncharacteristically warm out; probably to make up for the frigid weather at recent soccer games. Maya, too, had brought her dress over to Lily's house so that they could get ready together. High School tradition; they'd been doing this since freshman year.

Lily fumbled a bit with the tie on the neck of her dress before glancing up at Maya, who was the epitome of senior homecoming queen. They should have handed her the crown right there she looked so…so…cliché. But it was fabulous nonetheless. Her dress was strapless and white with bright flowery swirls across the bust, around the hem, and down the pleat in the front. It was empire wasted with a thick pink ribbon folded into a double bow that met in the middle with a sparkling broach. It fell a little above her knee, and she had little white bow heels to top it off.

Somewhere between admiring her friend's natural ability when it came to dressing up and pulling the zipper on the back of her dress (a difficult feat), Maya exclaimed, "Lily, you look fantastic!" In an instant she was pulling Lily in front of the full-length mirror that hung on the inside of her bedroom door.

Lily smiled no so subtly, secretly very pleased that her skateboard-natured self could clean up so well. Her dress was pale yellow, a halter with thick straps that tied into a large bow (that she simply could not get to lie flat) on the back of her neck. The bodice was made from horizontal, delicate folds of fabric all decorated in tiny silver beads that swirled their way up onto the bust. The skirt puffed outward and fell to her knee in an almost period style, and the too-high-to-be-healthboard-approved silver beaded heels she wore made her legs look much longer than her 5' 4" stature usually did.

"I can't believe you're letting me dress you up like this," Maya laughed, pushing into the mirror to look at herself along with Lily, making little posing faces and turning every direction to get a better view of herself.

"I can't believe I'm liking it," Lily joined her, not quite sure what she was looking to see with each turn.

"Just a few little things," Maya reached towards Lily and began fussing.

"Such a control freak," Lily elbowed her friend jokingly as she got nearer. Maya's quick fingers untied to bow on the back of her neck and, as Lily watched in the mirror nervously, retied it much straighter. Lily felt the back of her dress move down a bit when fingers came dangerously close to something she really did not want her best friend touching.

"Maya!" she squealed as her bra came unhooked and was dragged down her shoulders, causing a very uncomfortable sensation. She scrambled to smack at her friend, who was giggling.

"Well you can't wear it under that," she pointed, "It's going to show."

"But what am I supposed to wear then?" Lily looked at her suspiciously, taking control and removing the bra completely on her own.

"Nothing, Lils," Lily's mouth opened widely but Maya jumped in again before she could say anything more, "Oh calm down. Your dress is padded."

"Fine," she grumbled a little, wishing now she'd picked a dress with a more modest neckline.

"I think my work here is done," she stood proudly clapping her hands back and forth. She grabbed her curling iron and stuffed it precariously into the colorful tote she'd used to bring all of her supplies over. Reaching for the door, she turned and smiled, "You're going to blow Will's mind," then hurried down the stairs.

Lily's eyes mentally popped. She imagined her jaw dropping. She'd almost forgotten whom she was getting all dressed up for. But she didn't move, just stared at herself in the mirror. Maybe, looking like this, she could actually make this relationship work out.

It seemed like just seconds had passed since Maya's car drove out of her driveway that a new one pulled in.

'Oh God,' Lily felt a little nauseated, 'He's here.' Where was the corsage? Her purse? Wasn't she supposed to find that lip gloss earlier today? Why was she only thinking of this now? Then she vaguely remembered already having this panic attack and glanced over at her desk where sitting was a little silver clutch and the oversized plastic grocery store box that held the deliacte yellow flower she'd picked out that morning. She took a moment to send thanks to the heavens for the organizational expertise of Maya.

The doorbell rang.

Blood rushed through her veins with excitement. She ran down the stairs to meet her parents, ecstatic with that "Our little baby's growing up" kind of face. She glared at them for a moment, "Oh stop."

Lily's mother only smiled bigger, "I've got the camera."

'Awkward.' Lily remembered that this was the first time she'd ever have to take pictures for homecoming. She'd always gone with Oliver. It was the default setting when it came to dances. She didn't know if she could handle just standing with Will's arm around her waist and smiling naturally for a camera for a solid ten minutes.

She reached for the door tentatively, not sure if she was ready to submit herself to the frivolity of the evening. Without another second to spare, she turned the knob and pulled.

"Lily," Will breathed in that oh-so-heart-crushing way, "you look stunning."

She opened the door a little wider, stepping aside to let him inside as she nodded a gracious thanks in his direction. "You too," she grinned. She wished she could be a little more flirtatious with him (that skill she's recently realized she had), but her parents standing all but three feet from her did not present itself as the most appropriate situation for such things.

"Hello Mr. and Mrs. Truscott," he shook hands with ease. The boy knew exactly what he was doing, Lily noted. And thank goodness, because she hadn't a clue.

Xxx…xxX

The gym was beautiful. Pictures were bearable and dinner had been fine; she'd actually made it through the small talk pretty well, but this moment took the cake. It was utterly sappy-teen-chick-flick approved. The lights were low and warm and streamers fell tastefully from the walls. It didn't look at all like that place she'd run circles around hundreds of times before, and the fact that Will's hand rested firmly on the small of her back, quite near to where the fabric of her dress stopped in a deeply-cut back Lily noted, as he lead her towards the masses certainly did not tone down the romantic mood of the moment.

Lily wondered for a fleeting moment if a guy had ever made her happier.

"Punch?" he questioned affectionately.

"No thanks," she shook her head gingerly, her cheeks already red. They only turned brighter as Will hands reached her shoulders from behind, making her shudder involuntarily as he pulled the shall from her arms and held a hand out for her purse, which she handed him gladly. He disappeared for a moment, just long enough for Lily to catch sight of an Oliver-like character near the far end of the gym with a girl Lily couldn't quite make out from where she stood.

"Looking for someone?" Will was back and seductively close to her. Didn't he know she wouldn't make it through the night if he kept this up?

"Oh, no," she giggled. Giggling, great. How nervous could she be? "I was just looking at the gym. They really made something of it, huh?"

Will looked away from her for the first time that evening to see the gym. "They did." He glanced back to her and caught her eyes, not dropping her gaze for a moment. Lily felt something move in the bottom of her stomach. He was driving her crazy.

"Let's dance," he told her, and she nodded enthusiastically, grasping the hand he'd held out to her and willingly being led out to the center of the now-carpeted floor.

It was as if Will knew that one of her favorite songs, a slow one nonetheless, would come on at just that moment. God, this boy was a god. He watched her intently and waited for her to move.He was waiting for her to start dancing. 'Damnit,' Lily suddenly regretted so arrogantly refusing those ballroom dance lessons her mother had suggested so many years ago, 'What am I supposed to do now?'

She settled on hands. She'd do something with those first. She moved them tentatively to the back of his neck, brushing it lightly and letting them fall gently apart on his shoulders (which looked fantastic in that sports jacket). Boldly, she took an obvious step forward.

She looked up at him sheepishly, noticing he was chuckling a bit about her forward movement, but he mimicked her all the same, moving his body quite close to hers as he placed both of his hands strongly in the center of her bare back. They were hot.

The music played familiarly in the background, and he swayed her a bit back and forth, turning on occasion, but barely moving really, holding her glance heatedly for a bit without ever wiping that confident grin off his face. After a few moments, Lily, unable to resist but wondering if she were really allowed to take advantage of him like this, pulled much closer so that her body was flush against his, her head turned to the side on his firm chest, her arms wrapped tighter than before.

And he let her do it.

"May I cut in?" a familiar voice sounded somewhere near her, but Lily couldn't make sense of where it was coming from. She suddenly realized that the song had ended, and here she was, still pressed tightly to the boy she'd been talking to for only two weeks now. Her arms dropped suddenly and she backed away. He was smiling at her, clearly amused.

"I'm so sorry," she mumbled, looking away.

"Don't be." She had to really look away now. She knew he was watching her turn quickly pink in the face. She decided to look occupied and glanced towards the DJ.

But Oliver Oken was in the way. Blinking suddenly and losing her fuchsia coloring, she remembered vaguely the voice that had pulled her date and herself apart. "Hi Oliver," she almost questioned him.

Oliver smiled warmly at her, then turned to Will, asking politely, "Could I have her for a dance?" Lily knew she should be offended that she was being passed around between men. Couldn't she say for herself who she would dance with? But feminism forgotten, it sure felt good to be so wanted, so protected, so vulnerable.

"Absolutely," he nodded. The chivalry was almost sickening, but perfect all the same. Oliver held out his hand to her and she took it slowly, glancing once back at Will in reluctance to leave him. As Oliver lead her away, she noticed the girl he had held on his arm earlier, Michelle Baum, nodding to Will, accepting what must have been his invitation to dance.

"Will Giordano?" Oliver looked calmly down at her in question.

"Mmhm," she told him, not sure what she was supposed to be doing. The music was playing, now quickly, but Oliver made no move to dance.

He sighed. He sighed. Plain "I-wish-it-weren't-so" reluctance. "He's a good guy." The corner of his mouth curved up a bit as it he were going to smile, but it was only a very matter-of-fact look that met her.

"What's wrong, Oliver," Lily chided in a hope to lighten the mood. She needed to get out of the teenage drama for a moment to clear her head, "Jealous?" She raised an eyebrow jokingly at him.

He stared back at her intently, "Yes."

Lily was caught. Her plan backfired. Now what? She was face-to-face with Oliver, who was making no move to dance, get punch, say anything more than what he just had. Why did he think she was clever enough to talk her way around that one?

So she stood there watching him for a moment, waiting for a new idea to come to mind. "Michelle Baum?" She nodded towards Will and the pretty girl he danced with. She had long thick auburn hair that fell to the beginning of the turquoise dress on her back. "How'd that happen?"

Oliver relaxed, letting Lily worry a little less. "It's a long story," he laughed a little. "Actually, she kind of asked me. But what choice did I have? You ditched me on our three-year-strong tradition." He tried to laugh it off, unconvincingly, Lily noted.

Oh. Oops. "I'm sorry Oliver," she told him honestly, "But I was asked to homecoming. I've been waiting for this since sophomore year." Her eyes met his in question. "And what do you mean kind of asked you?"

He shrugged boyishly, "Like I said, long story." The song was over before Lily had quite finished talking to him, but Will was quick to be back at her side, and Michelle had done the same to Oliver, who grinned back at her. They looked sweet together.

"Ready to get back on the dance floor?"

Enthusiastically, she nodded.

Xxx…xxX

Lily was happy to find that Will was not into grinding, something she really could not bring herself to do. No, they'd spent the whole night happily swaying and twisting about, laughing a bit at the fact that neither of them was a particularly good dancer. But even so, he made butterflies in her stomach and pinkness on her cheeks a permanent factor as long as he was with her.

He pulled into her driveway long after it had gotten dark. For a fleeting moment, Lily wondered what time it might be, and glanced down at the little digital clock above the radio of his (lovely) car. The green light flashed 11:11 at her. Hoping he wouldn't look over just then, she closed her eyes as the engine shut off and wished.

When she blinked them open again, he was at her door, pulling it open and holding out a hand to help her. She took it gladly and pulled herself out of the car. Still facing her, Will took one hand and pushed the door closed, skillfully placing Lily between him and it as he worked, causing her to back up against the red-painted metal. He'd very knowingly cornered her, and she'd very knowingly let him.

"Did you have a good time tonight?" His words were honest and passionate, and his eyes were still glaring intently into hers. Lily knew she would never get over that. Besides, his arm was still holding the door closed, ensuring that she wouldn't be able to move from him.

"I had a great time, Will," she looked up at him longingly, "Thank you so much," she tried not to sound mushy, but she knew better than to think she could pull that off.

"Lily?" He looked away, as if nervous for the first time since she'd met him.

She opened her mouth to respond, but he'd spared her the burden, dipping in and catching her lips on his for a brief and powerful moment. She was still, taking it, and after a moment he pulled away.

She was beaming, and she knew it. And when Will opened his eyes and looked down at her, he laughed, moving his hand to her back and leading her up the driveway. He stopped at her doorway, and she turned to watch him. "Goodnight, Lily."

She watched him walk away, turning back to catch her glance once before she shut the door. Peering out the little window cut from it's top, she saw him pull away, still looking for her, so she smiled approvingly. She saw him smile back.

When the car was out of sight, she finally turned to face her living room, leaning against the door, grinning like a mad woman and trying to catch her breath.

It was the soft buzz of a cell phone against her leg that brought her back to reality, and she pulled it form her purse. The front screen read "Oliver", so she flipped it open and held it up to her ear.

"Hello?" She let herself slide down the back of her door slowly until she was resting on the floor, not able to take the happiness and the burden of standing all at once.

"Hey Lily. How was your night?" The voice was deep and caring and warmed Lily just a little more.

"Oh Oliver," she started, knowing it would be hours before she cold ever run out of things to tell him about her evening, "It was fantastic."

Shut up alone in his bedroom, Oliver sighed.

A/N: Yes, yes, I know, not quite the shipping you were hoping for. But getting Oliver all down about it is part of my master plan. It's going somewhere, I swear. Besides, you'll notice that we couldn't let Lily just go to bed happy, eh? The chapter ends with Oliver, of course. Anyway, hope you enjoyed it. Please review, and happy holidays!