As Miley reminisced about that day in the desert, Lilly became lost in a memory closer to home.

Lilly sat at her desk biting her nails down to the bone. She was waiting for Miley to come over. Lilly had been a nervous wreck because she would be going on her first date with her best friend, Oliver Oken. Lilly's nerves made it so that she could barely function that day.

Oliver wasn't doing much to help either, he wouldn't tell Lilly anything about the date except that he was picking her up at six o'clock. He just didn't realize the planning that goes into a date on the girl's behalf. Lilly needed to know what activity they would be doing so she could dress right. Lilly was agonizing over what to wear for an hour before she phone Miley, freaking out.

"Do I dress casual and risk looking like I'm not taking it seriously, or do I go all out and be embarrassed when he shows up in jeans and a t shirt! Miley what do I do?!" Lilly cried into the phone.

Miley then immediately hung up and headed to Lilly's house. In five minutes flat an out of breath Miley barged into the Truscott household and walked with a purpose up the staircase to Lilly's bedroom. She opened the door to find an explosion of Lilly's clothes everywhere and a frantic Lilly flinging more clothes she deemed unsuitable onto the floor behind her.

Miley upon seeing Lilly's state of panic grabbed the blond by the hand and led her out the door. She took Lilly's keys and guided her to the passenger seat of the white Camry. Lilly sat there and waited until Miley began driving to her destination. Once Miley pulled into the crowded mall parking lot she thanked Miley for saving her butt.

The girls calmly walked through the entrance and made their way to one of the many department stores.

"ok so the problem is that you don't know if you should go formal or casual, so easy solution is to do both," Miley stated matter of factly.

"Huh," Lilly answered.

"We just need to find you a dress that's casual, something simple that you could wear on a regular basis, and out on a date. Kind of like a party dress," Miley explained.

The duo headed to the juniors' department and began their search. Very quickly they found the perfect dress and quickly paid for it. Heading home; Lilly was calm enough to drive her own car, so with Miley in the passenger's seat they discussed their ideas on what they thought Oliver's surprise was.

It was around four o'clock when they made it back to the Truscott residence. Lilly hurried into the shower while blasting Metro Station songs. Miley meanwhile gathered accessories to pull the dress together.

Twenty minutes later, Lilly calls out for Miley to hand her the dress. Miley hangs the dress over Lilly's outstretched arm. After another five minutes Lilly emerges, hair damp and dress on. She twirls around to show off. Miley laughs as she directs Lilly toward her vanity. Blow dryer in hand Miley set to work on Lilly's blond tresses.

After an hour, Lilly proclaims she is ready and squeals in anticipation. A few moments after that outburst, the doorbell rings, Lilly lets loose one last 'eep!' before running out the door. She reaches her living room to see her parents grilling Oliver on his intentions. Lilly's cheeks began to flare red before she hears loud laughter. Relieved that her parents approved, she made her presence known. Oliver glanced at her from his position on the couch. Oliver's jaw dropped upon seeing Lilly.

The dress that she had bought was soft and feminine. The dress was short and had a strapless bodice and hand painted designs in aqua, yellow, and orange. She also decided to wear her hair down and curly. Oliver quickly stood up and walked to meet her in the middle. He nervously grasped her hand; Lilly looked down at their intertwined hands and blushed. Her parents said goodbye to the young couple as Oliver led Lilly towards the door.

Once out the door, Oliver walked Lilly over to his blue pickup. He opened the door for her and helped to boost her up. Lilly was just itching to ask what he planned for the evening so as soon as he got himself settled she unleashed.

"So…what did you have in mind?"

Silence came from Oliver. This didn't deter Lilly as she kept asking. Finally Oliver gave her a response, albeit she didn't like what he said but it was a response none the less.

"You'll see" He answered her teasingly. Lilly just glared at him, he then responded with a light chuckle.

After a comfortable silence Oliver reached their destination. He hopped out of the driver's seat and headed over to Lilly's side to help her out. Oliver opened the door and extended his hand like a gentleman. Lilly turned to look at him with a worried expression on her face. They were at Oliver's house and millions of thoughts ran through her head including: Does he think he's funny; does he not want to be seen with me in public, why here?

Oliver, sick of waiting, literally lifted her out of the car ignoring her squeals of protest. He kicked the door closed and continued to carry her bridal style up his driveway, and as if to confuse her more he bypassed the door to his house but opted for the gate that led to his backyard. Lilly had quit the protesting as soon as he opened the gate. The Oken backyard had turned into a mini restaurant for two. Twinkling lights were strung everywhere, while a small table with two chairs were moved from the patio to the middle of the lawn, a small radio was playing softly.

Oliver still didn't put Lilly down until he reached the table. He managed to pull out her chair with his foot and gently placed her in the chair. He took his own seat at the table uncovering the silver platter to reveal Lilly's favorite food — pizza. Lilly giggled as she picked up a slice of the pepperoni pizza, she couldn't help it; she was giddy.

The remainder of the meal was enjoyed with conversation and comfortable silences. After a couple of slices of pizza, Lilly was full; Oliver on the other hand continued to eat the remainder of the pie. Once both were done Oliver excused himself to bring their dirty dishes inside. On his way through the sliding doors he turned up the radio to keep Lilly occupied in his absence.

After a few minutes Oliver reappeared in the doorway. He made his way back to the radio to change the song. He immediately found what he was looking for on his IPOD and pressed play. Lilly looked at him curiously before recognizing the song that had just begun to play.

Because you live, and breathe
Because you make me believe in myself when nobody else can help
Because you live girl, my world has twice as many stars in the sky

Oliver extended his hand and bowed. Lilly laughed lightly taking his hand and together they begun slow dancing. Lilly continued to giggle quietly; she never could imagine that Oliver would ever be that romantic towards her. Lilly's nerves concerning this date were not only about wardrobe but also comfort. She knew they had fun when they were hanging out as friends, but going out on a date was risky, but staring into Oliver's eyes during their dance solidified Lilly's choice in taking that risk.

The second verse begun and Lilly laid her head on Oliver's chest, in response Oliver hugged her tighter. As the two latched on to one another, Lilly felt drops of moisture on her bare back. She immediately stopped and looked up to the sky.

"What the—"Lilly began but was cut off by Oliver restarting their dance. Lilly looked down and spotted something shiny in the grass a few feet from them. Immediately knowing what it was she looked up at Oliver and laughed.

"You're so corny Oliver!" Lilly exclaimed

"It always looked like fun in the movies," Oliver said with his famous lopsided grin on his face.

Lilly laughed some more before answering his playful tone.

"I always did want to dance in the rain,"

They continued their dance in silence. The song ended and was then promptly replaced by another Jesse McCartney song; this time Jesse's voice urged himself to kiss "the girl

Why don't you kiss her
Why don't you tell her
Why don't you let her see
The feelings that you hide
Cause she'll never know
If you never show
The way you feel inside

Lilly looked straight into Oliver's eyes, as if giving him permission to take Jesse's advice. Oliver obliged and bent forward towards Lilly's lips. Lilly let out a mental 'EEP!' and kissed the boy back.

"I always did want to kiss in the rain," Oliver said mimicking Lilly's previous statement. Lilly glared at him, smacked his arm and then proceeded to stand on the tips of her toes to kiss him again.


AN: Next chapter will be titled "Fifteen" and it will all be about miley and lilly's first day of high school, its going to be a combined memory so there will be no individual chapter for Miley and Lilly.

Thanks for reading, please review!!

And a thanks to those who reviewed already!! IheartORANGE, adryrules99, and AHigherOctave