Disclaimer: my owning South of Nowhere and characters= unfortunately nonexistent.

A/N: Alrighty! Love to hear from you! Keep up the reviews? And a huuuuge thank you to everyone who'd reading this!

"Chels!" My sudden exclamation makes her jump.

"What?"

"I know how I can talk to her!" She looks expectantly to me to continue, "well I could film her for my project!"

She considers my words before speaking. "One problem:" she starts slowly, "you've gotta actually find something to make your film about. You can't just make it about Ashley Davies; that's kinda creepy."

She has me there. That would be ridiculously creepy, not to mention stalkerish. I wrack my mind for ideas faster than I ever have before.

"Well," I start, gears churning in my head, "it could be about people getting a start in the music industry. Like young people trying to break into it. I could talk to other people who play at bars and cafes and stuff," I say hopefully.

Chelsea smiles, "that's a good idea," she points towards Ashley, "now go talk to her!" She gives me a little push in her direction when I stand up.

Nerves bubble up inside me as I make my way through the bar towards her. When I get close, I glance back at Chelsea. I don't know if I can go through with this. She flashes me a reassuring smile, and it gives me the tiny bit of confidence I need. I feel a rush of gratitude for her. I'm glad I know Chelsea; I don't know what I'd do without her.

Ashley's facing away from me, closing her guitar case. "Hey," I say, tentatively. She straightens up, turning to look at me. "My name's Spencer," I offer.

"Ashley," she responds. Her voice when she's talking is every bit as beautiful as it is when she's singing. A small smile plays on her lips, and there she goes, giving me butterflies again.

"I'm a film student at UCLA, and I'm doing a short film about people trying to break into the music industry for one of my projects. Would you be interested in being in it?" The words tumble out of my mouth, maybe slightly too fast.

"Really?" Her eyes light up, and her face is incredulous as she asks "you want me?" I nod in confirmation. "Wow. Well…wow. Thank you! I'd love to be in it!"

Her smile is infectious, and I find I'm grinning too. "Alright! Well I don't have my camera with me right now, so when's a good time for you?"

"Uhm," she looks adorable when she's thinking. "I'm free tomorrow. Does that work for you? "

"Tomorrow?" I mentally rearrange my schedule before replying, "Sure! Tomorrow sounds great! Call me with the time?"

Another smile, "sure," she pauses, "I need your number though."

"Oh, right! Sorry!" I rummage around in my purse until I find a pen. She holds her hand out. I take it gingerly, and try not to press too hard with the pen as I write. I scribble my name down, and my number underneath it. I cap the pen and am about to throw it in back in my purse when she gestures for it. I hand it to her, and she reaches out to take my hand.

"I get your number, it's only fair you get mine too," she says slightly flirtatiously, coupled with a winning smile. It's a wonder I can control myself around her. She only takes a minute to write down her information on my hand. Too soon she's let go, and is handing me my pen back. I toss it in my purse.

She looks at her palm briefly before her eyes flit back to my face. "Spencer," I don't think my name's ever sounded so good. ""Your name's beautiful. I love it."

A shy smile pulls at my lips. I'm about to say something, when she beats me to it. "I've gotta go now, but I'll see you tomorrow, Spence."

I don't know why I do it, but as she's turning away, I say "can't wait," flirtatiously. I'm absolutely mortified. One, I don't flirt with strangers. Two, she's probably straight. Three, even if she wasn't, she probably wouldn't be interested in me. I think it was the use of the nickname that made me do it.

She laughs and walks away. Just before she reaches the door, she throws a "neither," and a wink over her shoulder. I feel my face heat up as I try not to stare after her. Finally, I regain my composure and make my way back to where Chelsea's sitting, looking amused.

When I reach the table, my friend's opening her mouth to tease me. Before she can even say anything though, I grumble "shut up," and try to contain my blush. I train my gaze on my still half-full cup. Half-full? Not half-empty? Huh. That's weird. I think, a slight smile on my face.

"Sooooo, Spencer," this was inevitable. I knew sooner or later, I wouldn't be able to escape Chelsea. "You really like that girl, huh?"

I blush, which gives me away, but say "I can't really like her; I just met her," nonetheless.

She laughs, knowing I'm lying. She doesn't push it though, which I'm grateful for. I look up and give her a smile to show my gratitude. When I do, I notice that her eyes light up suddenly, and I know I'm about to get pulled out of this bar. I groan inwardly as she leaps up animatedly.

"Spence! I was just struck by inspiration! I have to paint! Now!" I gulp the last bit of my drink, wincing at the slight burn. We pay, and she grabs my hand and literally drags me all the way home. When Chelsea gets struck by an idea, she becomes Super-Psycho Woman on a Mission.

Our tiny apartment has basically been turned into an art studio. All the artwork hanging up is hers –at my request, not hers- and canvases are stacked everywhere. An easel is set up by the huge window. The window is really the reason we went for this apartment. It's huge, and has the most gorgeous view of both the ocean and the city.

Right now, Chelsea's flitting around like a bird. She's mumbling to herself, and I think she's trying to figure out what kind of a painting she's doing. She grabs a huge canvas and sets it up on the easel before practically sprinting off towards her paints. She grabs her acrylics and only settles down once she's sitting with her paintbrush in hand.

"Spence…" She looks expectantly at me.

"I know, I know," I say as I walk away. "I'm leaving." For some reason, Chelsea needs to be alone when she's working. I respect that. I head to my room, where I flop on the bed. Images of Ashley fill my mind when I close my eyes.

"Damn it." I whisper to no one in particular.

A/N: Tada! Whatcha think?