Lucas and Rachel spent the night dancing and chatting at Tric. He was still convinced she was different but he couldn't figure out how. Lucas didn't consider tonight or the other night, for that matter, a date yet he and Rachel were all about each other. To Lucas it seemed a little odd that Rachel wasn't flirting or chatting with any other guys. At the end of the night he decided to call her on her un-Rachel-like behavior. "Hey Rach," he said, "you wanna go for a walk before we call it a night?"

"Sure," she answered.

They headed down toward the pier. Both didn't say a word until they were under the lights on the pier. Lucas had his hands interlocked across his stomach so his elbows winged out to his side. Rachel interlocked her arm with his. Lucas spoke first, "can I ask you something?"

"Sure, shoot," she responded.

"Well don't take offense," he paused, she stopped and looked at him, "but you're not acting like yourself. What's up?"

She gave him a confused look, "what do you mean?"

"Well the old Rachel would have been at Tric tonight with me and knowing it wasn't a date she would have tried to pick up a guy or two," he paused, "you didn't though you hung out with me all night. Not that I'm complaining," he laughed.

"Well I like spending time with you and you're the only person in Tree Hill that will hang out with me so I don't wanna blow it," she said.

"No, no. That's not it," he said, "something seems different, something's changed you, what?"

"Look Luke maybe I've changed," she paused, "maybe I realized something I should have already known. Treating people the way I used to treat people doesn't make me happy and it sure doesn't make them happy."

"Well yeah," Lucas said sounding confused, "but what brought about this change?"

"Do you remember back in high school when Brooke really wanted to get something on me and then shortly after we went to my cabin those posters of that fat girl surfaced but we never found out who she was? Well that was a sign then that I should stop being a bitch but I didn't?" Lucas just looked at her confused and waited for her to continue. "That fat girl was me. People used to treat me like dirt. So when I wasn't fat anymore I acted the same. It felt good for a while until my looks didn't matter and someone treated me like dirt anyway," she paused again hesitating unsure if she was going to continue, "I was dating a guy. We weren't exclusive but I fell for him anyway. He was the first guy I ever really felt that way about. Well he was the male version of me. He was leading me on and sleeping around and although we weren't exclusive I expected to be treated better. It made me realize how Mouth felt when I was with Cooper and it made me realize how people felt when I treated them poorly. It made me feel like that fat girl again and no one should feel the way she felt. So I've been trying real hard to be a better person."

"Wow," was all Lucas could muster he didn't know what to say.

"I really just need to learn how to be a good friend," she said, "if I can manage that I'll be a better person for it. And like I said before you're the only person in Tree Hill who will talk to me and you're a good friend to you're friends especially Haley."

"So basically you're just using me to help change you," he laughed, "because using someone will make you a better person."

"That's not it," she said defending herself, "sure I could benefit from you, learn from you, but that's not all, I like you, I like spending time with you. I feel like you bring out the best in people you did it for Brooke all those years ago. I just feel like we could be really good friends, we could be good for each other and we both need that right now."

They walked, still are in arm, in silence for a few moments then Lucas put his arm around her, "you better not be jerking my chain," he said to her with a grin.