(A/N: I know the last chapter was a bit short, so I'm updating this chapter really fast to make up for it;)

Disclaimer: I do not own Zoey 101)
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Chase was woken up by the sound of computer keys clacking. He looked around the room to see that Zoey wasn't in her bed, but sitting at her laptop typing away.

"Zoey?" She turned around in her swivel chair. "What are you doing up? It's..." He gave a glance to his digital watch. "3:34 in the morning."

"Did I wake you? Sorry, Chase. I just couldn't sleep." He was about to ask why not, when he heard a clap of thunder outside, followed by a flash of lightning.

Flashback

It was the second month at PCA for Zoey. She and Chase were walking to the cafeteria to grab lunch, and somehow they ended up talking about the things they were scared of.

"Well, I'm scared of raccoons...and Quinn. You?"

"Thunder storms. When I was little, when there was a storm, I'd just crawl into bed with my mom, or my dad, or my sister...but now I just stay up until it's over." She laughed. "And I guess I'm a little afraid of Quinn, too."

End Flashback

"Oh right...thunder storm..." He mumbled.

"What?"

"Nothing...Turn off your laptop and come here." He ordered. She looked confused but did it anyways. Chase lifted up the sheets and patted the spot next to him. "We can't have you up all night. We have lots of stuff to do tomorrow." Zoey smiled and lied down into the spot beside Chase.

"Oh yea? Like what?"

"Umm...you know...like lunch...and stuff."

"Riiigghht..." Just then, (what seemed like) the loudest clap of thunder ever, was heard. Zoey gave a small scream and buried her face in Chase's shirt. When the thunder stopped...clapping...Zoey looked up to see Chase smiling at her.

"That was a loud one, huh?"

"Yea...Sorry." Zoey smiled sheepishly, and good thing it was pretty dark otherwise Chase would've seen her blushing.

"It's alright." He assured her as he put a protective arm around his 'friend'. There was silence for a couple of seconds before Zoey spoke up.

"You know, I used to do this when I was little. When there was a thunder storm, I'd crawl into bed with my mom, or dad...someone in my family...just someone I felt safe with." She smiled.

"I know. You told me."

"I did?"

"Yea, during your first few months at PCA. Remember? The day we both confessed our fear of Quinn?" Chase grinned. Zoey laughed.

"Oh yea..." She said as she recalled that day. "See, that's what I love about you, Chase. You remember things about me that nobody else does. Sometimes not even me." She gave a small laugh.

"I could never forget anything about you." He thought he thought. But really, he said it out loud. Well, actually a quiet-ish loud...But loud enough for Zoey to hear.

"Really?" She asked him quietly.

'Come on, now's the perfect time. Don't mess this up.' Chase told himself in his head. Without giving it another thought, he cupped her face in his hand and kissed her. It was a light, short kiss, but they could both feel it. Each of them could feel that 'friends' was not all the other wanted to be.
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(A/N: I know, the ending's kinda corny, but that's just the direction the story went in, ok? So, hoped you liked the chapter, and review! PLEEEEAAASE?)