TITLE: The Upper School

AUTHOR: Danielle

SUMMARY: AU. Buffy's POV throughout middle and high school, dealing with normal teen things… and Angel.

DISCLAIMER: All the characters are Joss Whedon's, the school and teachers own themselves, (will the schools is … but) but all names are changed for privacy.

RATING: PG- 15, depends what you are aloud. This fic is going to be graphic and not only six wise, but pain wise. Also, as to prove my innocence and no one gets mad at me, if I offend anyone with comments in this fic, I am already sorry, but it's thoughts of Buffy not me, I don't think that way and I add this offensive for the thought of the story and not to offend anyone.

DEDICATION: To my Willow and Xander, and to MY Angel.

FEEDBACK: Would love some!

AN: This is my disclaimer. This is not my life, please do not think that one teenager went through all this. There are some serious issues going to happen in this fic and if you need clearing up on certain things, feel free to email me or IM me at MooShee16.

9th Grade- Trimester Three- April, 2000

That feels so good. I mean really good. I really hope he doesn't stop doing whatever he is doing to my neck. I moan loudly and I feel Angel hold onto me tighter.

"Angel," I sigh when he lets go for a second. He looks down at me devilishly before he starts to kiss me again. I kiss back happily and God I don't think I've ever been this happy before. I start to reach my hands down his stomach towards his cock. I touch it through his pants and I hear the sharp moan that vibrates through his body. I look up at him and he has this look of ecstasy as I rub it gently, still through his pants.

I get up slowly, remove my shirt, and turn Angel over so now he is lying on his back. I unhook my bra and now I am only in my boy shorts. I pull at Angel's jeans and until they are all the way down and slowly pull down at his boxers until he is totally bare to my gaze. I look up at him for a second before he takes my hand. I lower my mouth to his dick and suck slowly.

I hear him moan loudly, and I thank God again that his parents are out of town and the only person home is his brother. I suck harder, and slowly I start to feel him coming, I feel him want to pull me up but I stay were I am suck him as hard as I can. Once I feel the stickiness I let go and watch as he come all over my stomach and his own.

I laugh happily and lie on top of him as pulls me closer and cups my breast all the while panting deeply. "That… was so good."

I smile happily up at him. "Really?"

He kisses me and I happily return it. I've been so happy I think I will burst. Ever since homecoming everything has been amazing. Me and Angel have been together ever since. And he has been so amazing, he even holds my books! And my hand, and my waist and my boobs… He is just so perfect.

Yeah, we've gotten pretty far, like 3rd base! Expect I won't let him give me oral sex down there just because I don't want him to. But I've made it pretty clear that I don't want to have sex anytime soon.

"Why do I hear the theme of Dawson's Creek?" I ponder as I lie on Angel.

"Maybe cause your cell phone is ringing?" Angel answers.

"Shit," I say quickly as I get up and run around the room to find it. I see it piled under some of my clothes. I grab it quickly and breathlessly into it I say: "Hi!"

"Hi, Buffy?"

"Fred, hey watsup?" Angel looks up from where he is laying on his bed. His penis sticking up at me. He is such a pervert. I smile lovingly at him

"Um, something happened and… over the summer, I had an eating disorder."

My heart stops and my thoughts fall away. What is she talking about? I knew that, she told me that already but why is she telling me again, why is she speaking so formally… "Okay… Fred what's going on?"

"I lost a pound, and now the doctor I'm seeing is forcing me to go to a clinic, a rehab."

I think my throat stops and I can barely breathe let alone say anything. "What?" and to my horror a tear wells in my eyes. "When?"

"Tomorrow, I think."

I feel my voice clenching and I don't know what to do! What to say. Angel already has his pants on, looking confused. What do I say? What do I do? "Wh – Where?" But all I want to know is why? Why?

"Some place in San Francisco," she replies.

How can she be so calm! I don't understand. "I'll uh try to come and visit you? You do want me to come and visit right?"

"Of course!" She paused for a moment before continuing. "Buffy, I don't want you to worry."

"Fred… I- are you okay?" How can she be okay, she is going away. Forced from school. Oh God, what is everyone at school going to think? What are they going to say? Fred, little poor Fred, what are the going to say about her?

"I don't know, but I don't want you to worry, okay?" Fred whispered.

"Fred…" How can't I worry?

"I gotta go, but we'll talk, I promise."

My heart is pounding in my head and I feel like I am in going in circles. "Fred, if you need anything…"

"I know." And she hangs up.

I look up at Angel and I see the question in his eyes, but the cell phone is still in my hand and I just don't know what to do. He gently takes my hand in his twines are fingers together. With his other hand he smoothes his hair, and with that one touch my heart sort of calms, but barely. The cell phone drops from my hand and I look up at Angel and I can tell he is panicked but trying not to show it cause his hands are shaking.

"What's going on?" he whispers into my hair. Both are hands are touching each other at our hearts.

I look up at him and I laugh harshly. "Fred. She has an eating disorder, she's going away." And I say it so blankly it sort of freaks me out. Almost like it is an everyday occurrence.

Angel pulls away from me and I see the shock that is written all over his face. He didn't see it coming. Guys don't notice things like that, like girls being way to skinny. But me, me a girl, should have noticed that, I did notice it, and I did nothing about it. She told me not to worry, so I didn't think twice about it, and now she is going away because she had friends like me who didn't think about it, would could't read goddamn signals. Terror clutches at my heart as it dawns on me that being Fred's friend, one of her best friends, I should have done something. Said something!

My body is shaking and I hear Angel telling me is everything is going to be okay but nothing is okay. Fred is leaving and it's all my fault because I didn't do anything. Oh God, omigod. I pull away from him and look at him for a second. I was making out with my boyfriend while my friend had an eating disorder.

"I uh need to go," I say as quickly as possible. I slip back into my jeans and pick up my jacket. But before I could even get two steps away Angel pulls me back to him, boxer clad and all. He could at least have the decency to get dressed.

"Buffy, you don't need to hide from me," he says gently as he cups my cheek.

I pull away roughly from him and glare at him. "I'm not hiding from you! Now let go, I have things to do."

"Buffy!" Angel said as he started to walk after me.

I turn around so fast he falls trips over himself. "Angel, just leave me alone!"

And I walk away, happy he finally doesn't follow.

---

A week, one whole week since Fred has been gone, and people are starting to notice. Starting to ask me where she is. I keep saying she went to Florida, but then Willow told someone she was in New York. And Amy told someone she went to the Bahamas. They are such idiots, I told them Florida!

Sitting in History, the only class I have with Fred, had with Fred, all I can do is look at the seat next to me and wish she was here and not these stupid girls, these annoying girls who are trying to talk to me. We are reviewing for a test on some weird thing, like Japan and Africa. Our teacher, who is a real cool teacher made this really cool Jeopardy game on Power Point to help us review. And I've even known a few answers.

A slump into my chair when the other team gets the right answer. "Damnit!" I whisper harshly to myself. Why the fuck did that fucking team have to get the answer right!

"Hey!" My History teacher yelled. "Don't curse."

I stare at him blankly and I already feel the tears welling up in my eyes. If Fred were here I wouldn't have cried, if she were here I would be talking to her and not being yelled at. Nobody would be mean to me if she was here. I curse my teacher as I get up stiffly and walk slowly towards the bathroom, trying my hardest not to drop to the floor and cry myself into unconsciousness in the middle of the hallways. And if I did that the school would probably remember me as just another rich girl.

I open one of the stalls and stand awkwardly on the wall as I force the tears to hold. I take deep breathes as I hear girls washing there hands and pissing. I hear two girls talking about how Gwen and Darla had made out at a party. I ignore all the sounds and I whisper to myself that everything is going to be alright, it has to be alright. I take a deep breath and open my stall, walk right past the girls and into the classroom were people are almost jumping off the walls they are having so much fun. I swall the lump in my throat and look around me.

How are they having so much fun! Fred is gone, can't they see that. Can't they see I am in pain? Why is everyone so obvilous to everything, everyone. When the bell rings and signals that school is over, I don't even wait to hear what Mr. Ronan has to say, I run out of the classroom, the tears welling up in my eyes already. I see Angel coming out of his English class and he looks towards my class like he always does waiting for me so we can walk back to our lockers together. But when I see his face all I can do is have the tears start coming out of my eyes.

I run towards Angel and he takes hold of me and pulls my into his empty English classroom, and holds me as I cry. "Why Fred! Why Fred!" I sob into his arms. And all I can do is cry and let Angel hold me because for the first time all the control I ever felt was taken from me. .

TBC