Kelly place the phone back on the receiver before turning towards Brandon and giving him that look that told him he was in trouble. Really all she wanted to know was why he was so afraid to say those three little words. Finally Brandon got the courage to look her in the eyes. He took a deep breath before saying what he knew needed to be said... I have to say it now... she's expecting me too... I don't want to disapoint her but I don't want to tell her this way and not here... This was suppose to happen on the... Kelly was staring at him again.

"Kel, I really do want to tell you something... but not right now... I hope your not mad." Brandon said bracing himself for a verbal ping pong match.

"Mad? How could I be mad at the one person I love more than anything in the world?" She asked sarcastically.

"Kelly I want to say this so bad I just can't... not until Tonight!" Brandon stressed that he was going to tell her that night.

"Brandon... you have told everyone else you love me, and can't live without me, except Me!" Kelly said near tears.

"Kelly I do I just have something very special planned tonight..." Brandon hated to see her like this and moved closer to put his arms around her.

"No!" Kelly snapped and pushed his arms away. "If you can't tell me you love me right now then I don't want to see you..."

"Kelly... please!" Brandon begged her to change her mind.

"I can't..." Kelly was in tears now. "Just go!" She said opening the front door.

Kelly watched as Brandon left the apartment and headed back to his car. She was fighting back the urge to call out his name and beg him to come back. She didn't want him to leave she just wanted him to tell her what she wanted to hear... was that so bad? As he pulled away she closed the door and leaned up behind it and cried. She wasn't sure how long she had been crunched up on the floor behind the door but when she heard Donna's voice she knew it had been a long time.

"I'll be right out just let me grab a few things..." She called to someone on the beach as she tried to open the door. "Kelly you in there... I can't get the door open..." She called knocking on the door.

"Just a second..." Kelly said as she wiped the tears from her swollen eyes and stood up.

"Thanks... Kel what's wrong?" Donna asked looking at her best friend.

"Brandon..." Was all Kelly got out before Donna turned around to tell the group on the beach.

"Guys go ahead without me I will meet you there!" She called to them before turning and closing the door.

Donna lead Kelly over to the couch and they both sat down. Donna was looking at Kelly's face and knew that whatever had happened was bad. Kelly just stared off into space, silently wishing that she could take back the whole day. It wasn't until Donna hugged her that she realized she was even there.

"Kel, what happened?" Donna asked pulling back from the hug.

"We got into a fight and I told him to leave..." Kelly began as the tears started up again.

"Oh... Sweetie I'm sorry..."

"He couldn't say it Donna... he couldn't say I love you... I know he wants too!" She said with her head in her hands.

"I know... it's going to be okay... you'll see..." Donna said as she rubbed her friends back trying to calm her down.

Casa Walsh Living Room

Steve decided that before he was going to hit the club he was going to clean up, so he headed up the steps and into the house. He didn't get far when he noticed Brandon sitting on the couch in the living room sulking. Steve looked over at his friend and realized that the gang was just going to have to wait for him to show up later. He sighed and walked over to the couch.

"Hey Brando why so glum?" He asked taking a seat next to his buddy.

"I couldn't do it... I couldn't tell her I love her..." Brandon said as he looked over at Steve.

"Man, I'm sorry... Did you break up?" Steve asked.

"I don't know... God I really screwed up this time!" Brandon said getting up off the couch. "I wanted to say it so bad, but everytime I tried, I saw her lying in my arms in the parking lot, blood all over..." Brandon was now pacing back and forth.

"Okay... here is what we're going to do... I'm calling David and the rest of the gang and we are going to help you... What did you have planned for tonight?" Steve asked getting serious... something that rarely ever happened.

"I was going to take her on a walk along the beach... then we were going to lay under the stars and I was going to tell her everything... I was even thinking about asking her to marry me... again!" Brandon explained sitting back down.

"Well then that is what we are going to do... say around eight." Steve suggested.

P "It's six thirty now do you think we can pull it off?" Brandon asked.

"Brando it's me here... Of course we'll pull it off!" Steve said. "Lets get started!" He said grabing his keys.

"Where are we going?" Brandon asked as Steve grabbed his arm and pulled him out the door.

"The After Dark to get the gang!" Steve said matter of factly.

The Peach Pit After Dark

Brandon and Steve walked into the club and went straight over to their reserved table where they both knew the rest of the gang would be. It was time to implement project 'I love you Kelly' as Steve had called it on the way over to the club. As they walked up to the group they realized that their key player was missing in action. Where was Donna? She's probably with Kelly at the beach apartment... man I reallly screwed things up! Brandon thought to himselef.

"Hey Brandon I thought you were staying with Kelly today?" David said as they walked up to the table.

"Yeah that's me Brandon Walsh the man that can't tell his girlfriend I love you... that's right I am a loser!" Brandon said feeling horrible already.

"Guys can't you see he already feels bad enough? I mean Kelly and I don't get along but Brandon is a great friend and I for one don't want to see him get hurt... What can I do?" Valerie said as she smiled over at him.

"Well someone needs to call Donna because we really need her for this plan to work." Steve began.

"I'll do that!" David said as he walked over to the phone at the bar.

"Then we need a few people to get a romantic dinner together... make sure that it can be eaten on a blanket on the beach." Steve continued.

"Noah and I are all over that one!" Valerie said as she grabbed him by the arm.

"Thanks now all we need to do is get you and Kelly on that beach..." Steve said to Brandon as David walked back up to the table.

"Donna said she would be right over... and Kelly is asleap in her old room." David replied.

"Okay Brandon and I are going to go back to the house and get him ready... when Donna gets here you two go to the Beach Apartment and get Kelly up and dressed. It doesn't have to be anything fancy just don't let her know what is going on!" Steve said as they started to walk out the door.

David nodded as Brandon and Steve left the club. Steve was confident that this plan was going to work, were as Brandon was still a little unsure. After all Kelly was really mad at him at the moment... and nothing anyone said was going to change that. Kelly was set in her ways... she knew what she wanted and she never let anyone stand in her way. She takes what she believes and makes it a reality... the saying aim for the moon and shoot for the stars comes to mind... Brandon thought as he sat in the car.

Casa Walsh

Brandon was being ushered into the house by Steve and before he knew it he was pushed into his room and told to get ready. He went to the bathroom that he shared with Kelly and saw her toothbrush sitting on the counter... soon his mind began to wonder... How could one person make that big of a fuss over a toothbrush... he thought as he recalled the conversation they had when ever she stayed the night. Finally, he had broken down and bought her a toothbrush and some other things that just stayed at his place and she had done the same for her place. It worked out great for both of them! Brandon placed the toothbrush back down on the counter and turned on the shower. With any luck tonight would go smoothly and he would have her back in his arms by midnight.

About ten minutes later he was standing in front of the closet trying to find the shirt that Kelly had picked out for him last week. She had loved that shirt and he wanted her to know that he loved it too. Trying to hide on me I see... he thought to himself as he pulled it out from behind some of her clothes. He pulled it on and took one last look in the mirror before heading downstairs.

"Not bad Walsh... Not bad at all..." He said in front of the mirror. "Kelly I'm sorry... no that won't work... Kelly I love you more than anything in the world... that's it!" He said walking out the door.

"That was fast..." Steve said as he watched Brandon walk down the stairs.

"Eh... Let's just say I now know what I want." Brandon said as he continued out the front door.

"So you know what you're gonna say to her?" Steve questioned following him to the car.

"Yes... yes I do!" Brandon said confidently.