A/N: Thanks again to everyone who read the first chapter; it really means a lot to me! Hope you like this one!

...

Don feels like an idiot, standing in the doorway, staring at her, which will definitely come off as being creepy.

But honestly, he doesn't have a clue on what to say.

Mr. Reddington, his calculus teacher, gives him a suspicious look but doesn't say anything as he passes by him with an armful of textbooks.

"Um, Mr. Reddington, I-I came in early today to catch up on my homework." he says, clearly unconvincingly as his teacher watches him with narrowed eyes.

Mr. Reddington shrugs as he sits down at his desk in the front, but still glances up at him skeptically. "That's a surprise. You're never this early."

"Yeah, well, I want to bump up my marks." Don says louder, so maybe Lizzie could see what a 'studious person' he is.

(And to be honest, he really does need help in calculus. His average is a sixty-nine percent. When he signed up for AP calculus last year, he was doing well but now he feels like he's slacking.)

He walks into the classroom, hoping that Lizzie would look up, but to his dismay she doesn't, just keeps on working on whatever she's working on.

He chooses to sit in the seat to her left where nobody ever sits, mostly because nobody likes to be in the front row besides Lizzie.

He clears his throat awkwardly. She doesn't even look up from her papers.

Shoot. This is going to be harder than he thought.

Do you want to claim that one hundred dollars that is rightfully yours and the respect of the entire school? Don thinks to himself. Just talk to her.

"Um, excuse me?" his voice comes out coarser than he wanted it to. "You're Lizzie Scott, right?"

Finally she looks up, and he notices she's been wearing earbuds.

"Sorry, what was that?" Lizzie quickly takes them off apologetically. "Sometimes I get so plugged in I become oblivious to everyone else around me."

"Oh." Don laughs uncomfortably. "I was just making sure you were Lizzie Scott. I was told you're awesome at calculus stuff and I'm not, so I was wondering if you could help me."

At first she frowns, eyeing him carefully from behind her glasses. Then her face brightens up. "That's no problem. I could totally help you with that. What are you struggling with?"

"Well, um, this here," Don says as he scrambles to get his notebook out of his bag, immensely relieved that Lizzie Scott will actually talk to him. "The theorems, I don't get it." He points to one of the notes they took a few weeks ago.

Lizzie moves closer to his desk, her face etched in concentration.

In that moment, Don remarked that Lizzie was actually quite pretty. She certainly wasn't in everyone's faces about it like the cheerleaders are; she's more of a subtle beauty. Maybe he never noticed her before or maybe he was too caught up in Audrey to even care, but Lizzie Scott was an attractive girl, and those glasses made her look dorkily sweet.

Audrey. Damn it, he really needs to stop thinking about her.

"Well, from what I can tell from your notes, you seem to understand the concept, you just don't know how to apply it." Lizzie says suddenly, jolting Don out of his reverie. "I can help you with understanding the theorems better if you want. Maybe at break tomorrow? I've got a meeting with the academic decathlon team today."

"Break, yeah, that would be perfect." Don says, grinning. Things were definitely working out for him.

Lizzie smiles back as she goes back to her desk as more people file into the classroom.

"I'm Don, by the way. Don Ressler." Don says, extending his hand.

She shakes it, blushing a bit. "Yeah, I know who you are. Everyone knows the quarterback. I'm Lizzie Scott. Nice to actually get to meet you, Don."

Don flashes a brief smile to her as Mr. Reddington shuts the door and demands that everyone take out their textbooks.

He's glad she doesn't mention Audrey like most people would.

During the whole class, Don catches himself sneaking glances at Lizzie, who doesn't seem to notice as she keenly pays attention to whatever Mr. Reddington is droning on about.

He thinks that this bet might actually be worth doing after all.

...

Don walks into the cafeteria the next day with his calculus books, looking around the crowded room for Lizzie.

He finally spots her sitting with another boy at a lone table by the corner, and she waves him over.

After he pays for his lunch, he walks past the table where he usually sits with Pete and the others, and makes a beeline for Lizzie's table.

"Hey man, you're not going to come sit with us?" Pete asks, catching up to him.

"Nah, not today." Don says, smirking. "I have a girl to meet."

He walks over to Lizzie and the other boy, leaving Pete standing back at their table with a puzzled expression.

"Hey." Don greets, sitting across from Lizzie.

Several people stare at them, finding it unusual that the most popular guy in school is sitting with the most unpopular girl in school.

"Hi." Lizzie says quietly. Then she glances around. "Everybody's looking at us."

Don glances around, and the onlookers quickly turn away. "Don't worry about it. They're probably still laughing about the incident three weeks ago."

It isn't completely false, but he still feels bad about half-lying to her.

"Oh yeah, I saw that. Audrey, that girl's something." the dark-haired boy sitting next to Lizzie finally speaks up. He wears a knitted navy blue sweater with the sleeves rolled up, and looks arguably geekier than Lizzie. "Sorry that had to happen."

"Yeah well, it's okay. Don't worry about it. Audrey and I, um, we're done now." Don quickly diverts his eyes to the ground.

"Lizzie, why is Don Ressler sitting with us?" he hears the boy whisper to Lizzie.

"Oh, yeah, Don, this is Aram." Lizzie says quickly, motioning to the awkward boy. "Aram, this is Don. I'm going to help him with his homework."

Aram watches Don nervously. "You're not going to shove me into a locker later, will you?"

"What? No."

"Oh. Okay. Good, I'm gonna, um, I'm gonna go now, AV club meeting." Aram awkwardly gets up and scurries out of the room.

Lizzie laughs uncomfortably. "Aram can be quite scatterbrained sometimes. But it isn't easy for him. He's intimidated by everyone on the football team. He's a good friend though."

Don shrugs it off, feeling a bit guilty after knowing that his friends have that kind of an effect on some people.

"So, um, where are your calculus notes? We can get started if you want." Lizzie says pushing her unfinished lunch to the side."

"Oh, yeah." Don takes them out of his bag.

They work for the better half of their lunch period, Lizzie explaining the concepts carefully and descriptively.

By the end of the hour, Don has a better understanding of calculus than he ever had before.

"Thank you." he says as they pack up their stuff.

"Oh don't mention it." Lizzie says, fixing her glasses which were sliding off her nose.

Time to make a bigger move, Ressler, he tells himself. You only have six weeks.

"Hey, do you want to go see a movie together?" he asks her just before she leaves.

"Um, well, I, um, I like you, Don. You're nice." Lizzie stammers nervously. "But these social events aren't really my thing. I don't like being in crowded places, that's why I don't go to malls."

"Oh, it'll be fine, it'll just be us and a few friends-"

"No, I-I'd rather not, thank you though." she says quickly and with that, she disappears past the doors of the hallway, leaving him sitting alone in a near-empty cafeteria just as the bell rings.

Getting her to like him back is going to be harder than he thought.

...