Note: Sorry it's kind of long, and it's all in Neil's POV, it doesn't switch to Jillian. There's probably a lot of unnecessary details but that's just my writing style. Be sure to read to the end – stuff actually starts to happen! :D I'm working on a new chapter so be ready for that – I just wanted to get this in beforehand!

It was midnight. I lay awake, listening to the ticks of my clock that I knew no one else heard except a select few – the Dead Poets Society. I was comforted knowing that Nolan was asleep, that the other boys were asleep, even that Jillian was asleep. It was this nice time when there was nothing but silence, nothing but the irregular breathing of Todd next to me that let me know that he was awake as well. But neither of us said anything. That's why I liked having Todd as a roommate. The silence. There wasn't a need to talk pointlessly. I think all of us – the Society – understood that words were sacred, that they were meant to communicate elegantly and – as Mr. Keating put it – to woo women (I wouldn't mind trying it on Jillian).

I felt the door open – the soft creaking of the door that my ears weren't tuned enough to hear, but that my nerves could somehow feel through the vibrations through the floor. I felt Charlie's footsteps and made out his dark shape. "Neil," he whispered. "Neil, come on."

I got up and tiptoed to the door. Todd was getting up as well and we met the rest of the Society in the hall.

"We thought you guys were sleeping in there," Knox smiled.

"No," I answered as we quietly slipped down the stairs. "Just thinking."

No one asked me about what, which I appreciated but was also suspicious about.

We reached the cave in about a half hour, Knox lightly touching his head against the rock ceiling as we walked in.

"I hereby call this meeting of the Dead Poets Society to order," I said, opening the large leathery book gingerly to make sure it didn't fall open. I read the opening passage for the hundredth time, and yet it still sent shivers up my spine. "I went to the woods because I wanted to live deliberately," I said, my voice soft and yet you could hear it perfectly in the silent cave. "I wanted to live deep and suck all the marrow of life." You could drop a pin on the ground. "To put to rout all that was not life; and not, when I had come to die, discover that I had not lived." My voice cracked and fell to a whisper with the last few words, like it always did.

"Here, here," Charlie said quietly, the way he always did when he was thinking. You could tell that he was thinking about something important, too, the way his bushy eyebrows, usually raised and carefree, were furrowed in thought and confusion.

The rest of the night passed in silence. Well, it wasn't total silence, exactly, but there were long pauses where nothing was said. Then someone would recite a poem he had written, and it would make my hands feel tingly with the passion of his words and emotion.

"Did you bring anything to share, Neil?" Charlie asked me. His words weren't harsh at all, the same way that we weren't harsh when he recited a poem about a naked woman on the inside of a magazine. Okay, maybe we laughed, a little, but it was our first meeting and a lot had changed since then.

"No, not this week," I answered.

"No inspiration?" Meeks muttered bitterly. That's what Mr. Keating had told him about his poem. To be fair, Mr. Keating was not wrong and he wasn't mean about it – "It just lacked that fiery passion that marks the difference between a poet and a… lawyer, for example." Meeks balled his fists and tried not to point out the obvious detail that he would become a lawyer no matter how much passion ran through his veins. Mr. Keating's class didn't work that way.

"No," I said. "Plenty of inspiration. It's just… it never came out right, you know? Nothing seemed good enough."

I looked at the faces of my friends, who nodded along with me – not in pity, but in agreement. We all agreed that Mr. Keating's class was the most difficult because he was the teacher who we cared about impressing the most. We all agreed that writing poems was harder than taking tests or writing papers. We all agreed that we had to do something with our lives, something that Mr. Keating had told us, something to release our passion. But we also all agreed that we didn't know how to do that just yet.

Someone checked his watch and we hazily determined that it was time to go. The cave made our thoughts all warbled and we weren't thinking straight. We blew out the pipes that we had lit but smoked about one time each, each boy too distracted by his own thoughts. The walk to school was shorter than the walk to the cave and it seemed like only five minutes later I was lying in bed, ready for sleep yet afraid to close my eyes, afraid my moment would slip away…

I awoke to daylight streaming through the window that Todd had had time to open. I looked around. I must have overslept or something. Flashbacks of last night's dreams flooded my vision but I pushed them out, focused on getting dressed and making it to breakfast before all the food was gone, in about three minutes.

I slipped into the hall just as Jillian came out of her room. She looked even more frazzled than usual, her book bag slung awkwardly over her shoulders and landing somewhere by her back, a pencil tucked behind one ear, papers about to fly out of her hands. It was a miracle that we didn't collide, as I was so hurried as well.

"Hey," she said. I blushed, but she wasn't looking at me – she was preoccupied with stuffing her loose papers into her bag.

"Hey," I answered, and she looked up and met my eyes.

"Sleep in late?" she asked, breaking the somewhat uncomfortable silence. We stood like statues facing each other, the issue of breakfast temporarily forgotten.

"I must've," I said. "I woke up and Todd was gone… I wish he had woken me up or something."

"Yeah," she agreed absentmindedly. A memory of a dream from last night came to me – Jillian, sitting propped up on the pillows of my bed. She was wearing her school uniform, but her skirt was pulled up even higher than when we had our tutoring session and her tights ended right above the knee. It was an outfit I knew she would never wear, but I didn't mind it. Her messy hair got in front of her face and she shook it away, exposing those eyes that I couldn't stop staring at…

"Do you want to head down to breakfast with me?" she asked.

"Sounds great," I replied. "I'm starving."

The weeks went by like this – Jillian and I met each morning and headed to breakfast together. We went to classes, we studied together, I tutored her in Latin (though she was becoming so good I feared she wouldn't need my help in a few weeks), then we ate dinner. This routine, this friendship, this undeniable bond that was forming between us, lasted about four weeks. As our friendship strengthened, so did the possibility of her actually liking me – and so I held on to the hope that this could become something more.

Then, five weeks into me knowing Jillian, two things happened.

One, Charlie showed how great a friend he was. And two, so did Jillian.

"Neil," Charlie whispered to me at lunch, motioning towards the bathroom. I followed him to the men's room (they were all men's rooms, I supposed, except for a few private bathrooms for Jillian) and quietly closed the door.

"Why are we talking in the bathroom?" I asked Charlie, my voice echoing. "I thought only girls did that."

"Like you would know," he couldn't help but add, and I smiled at him.

"Listen," he told me. "I just wanted to tell you something, but you're always hanging out with Jillian and I thought…"

"Something about Jillian?" I cut him off. "Like what? You're not…?"

"No, no," he said, and some part of me breathed a sigh of relief at the fact that Charlie wasn't interested in Jillian. We made fun of him for failing often when trying to "woo women", as Mr. Keating would call it, but the truth was, he hit the mark just as often. Charlie had irresistible charm and charisma – I had a dream of becoming an actor and a father who wanted me to be a doctor. That's all I classified my life as – as far as I knew, I could have zero personality.

"So what?" I asked.

"Listen, Neil, I just wanted to tell you that… I think she might like you… as, like, more than a friend."

I'll admit, I was a bit confused. Excited, suspicious, but mostly confused.

"Jillian? Really?"

"I've seen the way she looks at you. For a couple of weeks now – well, really since she started here."

"But… how?" I don't think I was even speaking in complete sentences.

"Just the way she laughs when you tell a joke, and the way she nudges your shoulder, and the way she blushes when you come into a room… I don't know," he concluded. "It just seems… I would, you know, give it a shot."

"Thanks, Charlie," I said. "Thanks."

We rejoined our friends at lunch, and while I acted the same as before, as if I'd never left the table, my eyes flitted occasionally to Jillian, and whenever we made eye contact, all kinds of butterflies would fill my stomach.

That night we sat in my room reviewing Latin for a test tomorrow. There was a lapse in the conversation as Jillian silently reviewed some notes I made her.

"Jillian," I said.

She looked up. "Yes?"

"How…" I think I may have been about to ask "How would you like to go out with me sometime?" but who knows what I was thinking? All I ended up asking was "How exactly did you end up here at Welton?"

She looked surprised, as if it was weird that I was asking her now of all time, but almost as if she never expected anyone to ask her at all.

"My mom died last year," she said, with a calm face that I thought she was struggling to keep. "And my dad… well, I never really had a great relationship with him anyways." She laughed. "He taught me to smoke, you know that? Cigars. Age sixteen, right after Mom died. He always wanted a boy. I guess smoking was kind of a manly thing to do. I never liked it. You'd think after my mom… well, it doesn't matter. It's not like I ever took it up." I felt ashamed for a second, thinking of how we smoked pipes in the caves like pretend-men. "Then he got an offer from this charity organization that he's been a part of for a while now… to go halfway around the world to volunteer in some third world country or whatever. I don't know the details."

She looked like she was about to cry so I put her head on my shoulder. "Sorry about asking," I whispered, but she just shook her head.

"No," she said, wiping her tears and lifting her head from my shoulder. "I haven't told anyone yet… it feels good to get it out."

I nodded weakly, wondering if me being the first person to whom she was divulging these secrets had something to do with Charlie's theory.

"I mean, it's a great opportunity," she said. "But… I don't know. I hate him for leaving me right after my mom died, you know? Couldn't he have just stuck around for a little while longer while I adjusted? It's bad enough leaving me without any parents, but having just experienced a death? I don't know, it just didn't seem right."

I nodded in agreement.

"So I told this to him, and he was like, 'You're absolutely right. You need family around you, to get you through this.' So he sends me to my uncle, my only living relative. That's why I couldn't go to a girl's school or anything. I hate to live with my uncle to help me cope."

"I'm sorry," I said.

"Don't be," she said. "It's not your fault is it? It's not anyone's fault."

"How did she die?"

Jillian hesitated for a second, then simply said, "Car accident."

I didn't say anything to that.

"So do you think you understand this chapter pretty well?" I asked after an uncomfortably long silence.

She didn't answer. She seemed to be contemplating something. Then, without warning, she sat up taller and touched her lips to mine. Then she sat back down again.

I was speechless. I couldn't say anything. I couldn't feel my hands or feet. I heard a faint hum in my ears. I looked at her, unsure of what to do, but she was already packing up.

She gave me a small, sad smile as she exited, as if to say, "Sorry about that. I guess I misread the signs." I wanted to call after her but I was glued to my bed.

As the door gently closed shut, I touched my fingers to my lips and smiled.