AN: Thanks again for all the awesome reviews… this is for you!! _______________________________________________________________________

Meanwhile, Theodore is purposefully making his way down the hall, until he reaches a deserted stairwell in the corner. Running up three floors, he's panting by the time he reaches his destination – the roof. All the doors to the roof are usually locked, except for this one; it's out of the way location ensured that most of the students didn't use it anyway. With the small exception two chubby chipmunks at the beginning of freshman year.

His hand on the doorknob, Theodore says a silent prayer before opening; sighing with relief as he catches sight of a blonde ponytailed chipette standing aside, looking down. As he approaches her, a sense of déjà vu hits him, hard.

Flashback:

"Theodore? What're you doing here… you MISSED Home Ec…"

'Oh… hey Ellie…'

"Is Nathan bullying you again… because you KNOW…"

'No…Nathan STILL won't show his face in school after Alvin got through with him…' despite the fact that there was obviously something on his mind, Theodore had smiled slightly at the memory.

"Leave it to Alvin… he couldn't stick with the whole 'you mess with my brother, you mess with me threat'."

'Tripping him up, causing him to fall on a skeleton stolen from the science lab, videotaping him scream like a girl and playing the tape at assembly with the captions THIS IS WHAT YOU GET WHEN YOU MESS WITH A SEVILLE is more his style, Ellie…'

"Theodore… I don't know what's wrong, and I promise I won't ask until you're ready to tell me yourself… but just know… you'll always have me…" Theodore had looked up, his heart lifting slightly at the sight of her earnest, concerned face. Instinctively, he had reached out and pulled her into a tight hug. Their last hug.

Quietly, Theodore approaches the brooding chipette , tapping her on the shoulder lightly. Whirling around, Eleanor catches sight of her former best friend, instinctively throwing herself into his arms, sobbing into his shirt. Silently, they stand, Theodore gently stroking her back as she cries, burying his face in her hair so that she won't look up and notice the few stray tears that are threatening to spill onto his own cheeks.

They stand for quite awhile, silent, somehow drawing strength just from being in each other's arms. After some time, Eleanor has calmed down enough to look up at her best friend with a watery smile, as he gently wipes her tears with his thumb.

"I guess… you still know where to find me after all these years…"

'I guess so…'

They are silent for a moment, both not quite sure what to say.

'This was the first place I looked, Ellie…'

"I guess you still know me better than anyone… even my sisters…" Eleanor's tone is uncharacteristically bitter, causing Theodore to wince and just hold her tighter, instinctively aware that she needs comforting right now… that's she's probably needed it for quite awhile now.

'Your sisters love you, Ellie… even though they probably don't show it, they do… it's like me, Alvin and Simon… we fight, we have barely anything in common, but I know I'd do anything for them… and they feel the same way…'

"Alvin DID risk his life facing that eagle for you…and the snake…"

'I really should stay away from zoos, shouldn't I?' Theodore smiles briefly as the girl in his arms looks up at him.

"I know Brittany and Jeanette do love me… but these few years… they've both been so wrapped up in everything else, you know? It was almost like I didn't exist…"

'Ellie…'

"When you and your brothers suddenly left… we were just devastated… and we went months without a text, a phone call… it was like we'd never mattered to you guys…" Eleanor's voice is soft, and Theodore's voice contorts with pain at her words.

"Brittany probably took it the hardest at first. She alternated between crying in her room, and cursing everyday… vowing to forget that 'no good, heartless ball of fur'… she even started dating someone else after a few months. Although she'd spend practically every minute talking about how her new boyfriend was 'so much better for her than that rat Alvin would have been' and that 'she'd show him she didn't need him'.. We knew how much she still missed him. She broke up with Reuben the minute she knew Alvin was back in town… but then banned Jeanette and me from ever talking to you, saying that we needed to 'teach you guys a lesson… " Eleanor speaks softly, tears starting to stream down her cheeks again, "I didn't want to teach you a lesson…"

Theodore is still silent, knowing his best friend still has quite a bit of pent up emotion to let out.

"And Jeanette… she threw herself into school… became insanely competitive… she actually nearly had a breakdown when she got 99 ½ for a math quiz… I was so worried… and… I'd lost… someone I cared about…" Eleanor blushes slightly as she continues talking, "I couldn't turn to either of my sisters because they were both going crazy in their own ways… and I never really bothered to make other friends… it was always just the two of us, since elementary school.. remember?"

Theodore nods slightly, smiling down at her tenderly.

"And… and… I was all alone… and then you came back… and I was so happy… I didn't care that you'd been gone awhile, and that I'd never heard from you. I know you, Theodore. You had a good reason for that. But my sisters wouldn't believe me. Brittany called me a traitor… and said no sister of hers was going to be friends with one of those lousy chipmunks…"

'Wasn't she being a little hard on you…'

"She couldn't help it… I think she never quite realized how much your brother meant to her until he left… even when she was with Reuben, she used to cry herself to sleep every night… she thinks no one heard her, but I did…and I didn't have the heart to upset her again by not listening to her… and Jeanette was no help. She was just quiet…" Eleanor breaks into fresh sobs, as Theodore rubs her back soothingly.

'Listen Ellie… family is important… and no matter how they act sometimes, they do love you… they were just hurting too… and you had to be the strong one for them… you have no idea how much I respect you for that…'

"The strong one…" Eleanor lets out a hollow laugh, earning a curious look from Theodore.

"Theo… I was so alone… I had to be there for anyone, but I felt like I had no one to help me through what I was feeling… I was just… forgettable…"

'Eleanor…' Theodore whispers fiercely, looking her straight in the eye, 'You'll never be forgettable…'

Leaning forward, Theodore crashes his lips to hers, in a kiss that is fierce, protective and… reassuring all at the same time.