(A/N: Oh, writers' block. How I hate you so. This one was inspired by the AGU episode "Trading Places." Enjoy!)

M- Makeover

Summary: When Shenzi's feeling mopey, Chuckie asks her what's wrong, yearning to make her happy. When she tells him, he tries his very best to solve her problem. What happens? Not to mention she makes a new friend out of an acquaintance. Who is it? You'll be very surprised!

11-year-old Chuckie Finster walked into Jim Jr. Junior High School on a nice day, feeling kind of... happy? Casual? Yeah, casual. His best friend, fellow 5th grader Shenzi Tuck, accidentally missed the bus, so he was looking forward to seeing her when she should arrive. His heart leaped when he saw her coming, but he then noticed that she looked kind of down. When she sat next to him in their history class, he saw that she seemed to be depressed... or conflicted. "Hey, Shen. What's wrong?"

"Huh?" She glanced at him. "Oh, um, n-nothing. I'm just tired; I didn't get a lot of sleep last night."

He had some doubts about that, considering she didn't have bags under her eyes or a look of fatigue, but he kept quiet. He didn't want to make her feel stressed out when the day was just getting started. Or at all in that matter. He hated seeing his best friend depressed, angry, or anything except happy and excited. Her smile was too pretty to not enrich her face constantly. Not that her face needed any enrichment anyway; She practically brought the definition of beautiful to life. She brightened up his day just by being in his peripherals, whether she knew it or not.

During lunch, she sat at a vacant table by herself, and ate her lunch despondently. When Chuckie saw her alone, he sat across from her with his lunch tray. "Shen?" She glanced at him. "Are you sure you're okay? Frankie told me that you go to bed earlier than everyone at your house, so you being tired isn't very likely. You can tell me."

Shenzi hesitated for a second. "Um, if I tell you, do you promise to not think differently of me?"

"I promise," He nodded, "You can trust me."

"Well... you see, I... I want to give my bedroom a makeover," She admitted, "It's a little juevenile for me now."

"O-oh," He stammered, "Okay. So uh, what's the problem then?"

"I can't ask my parents for something that big," She shrugged, "They already spent a buttload on a room makeover for Frankie; I can't ask them to spend another buttload."

"Well, if Frankie had her room made over, then it's only fair that you get that too, if you want it."

"Y-yeah, but I just feel uncomfortable asking my parents for something that big." After they finished their lunches, the bell rang. "We'd better get ready for math class." They stood up, threw out their trash, and headed for their lockers to grab their math books.

During the class, Chuckie made his decision: Enlist the help of his friends, and Shenzi's parents, to give her room a makeover. This will be the greatest surprise she would ever receive; He knew it! Kimi was staying with her father for Children's Day, thus was excused from school so long as she caught up on missed days, so they would need Angelica again. Oy. He decided to discuss it with their friends at his house after school should end for the day. He just prayed that Shenzi wouldn't try to come over on impulse, at least not too soon. Her visits always brightened his day. She always had something new to talk about with him, and enjoyed any fun times he had to offer, no matter what they were.

At his house, Chuckie sat with brothers Tommy and Dil Pickles, their cousin Angelica Pickles, twins Phil and DeVille, and Shenzi's stepsister Frankie Tuck in the living room. Kira was grocery shopping, while Chaz was at the Java Lava for his shift. "Okay guys, I asked her what was bringing her down, and she said that she wants a room makeover, but can't ask her parents. So, we'll be doing it ourselves!"

"We're re-doing a bedroom again?" Phil raised an eyebrow at him skeptically. "Need I remind you what happened last time we did? It turned into a disaster, Kimi hated the results, and your dad grounded you for a week for ruining his records."

"I-I know, but this is Shenzi Tuck we're talking about."

"That's what you said last time abou..."

"I know what I said!" Chuckie exclaimed. "But Shenzi's the most grateful girl that I know." He quickly turned to Lil, Frankie, and Angelica. "Uh, no offense, guys."

"None taken," Lil replied.

"Yeah, it's okay," Frankie added.

"Eh," Angelica shrugged.

"So, we'll start tomorrow. Good thing that's Saturday. Frankie, we can discuss the plan with your parents, and if they agree on it, they can help us. We can get authentic things instead of trying to make them ourselves, since obviously, that kind of flopped out last time."

"Angelica, can you keep Shenzi busy that day?" Tommy requested.

"I'm not allowed in the hospital again until I have a real emergency, or if I'm visiting someone! You know that!" She snapped.

Tommy rolled his eyes. "We didn't tell you to fake any injuries, and we're not now. Just take her to the mall, and keep her away from her house until we give you the signal. We'll call you."

"Fine," She reluctantly gave in, "But if I'm banned from the mall for good, it's on all of you."

Saturday came quickly for the group of friends. When Shenzi passed by her bedroom after refreshing herself, she sighed despondently, before she trudged in the living room, sat on the couch, and turned on the TV to watch an interior designing show. She sighed again as a little girl's bedroom was given a fabulous, Disney Princesses makeover. 'Why can't it be that easy for me?' She thought to herself.

"Hey, Shenzi!" Angelica's sudden entrance startled her. "I heard you've been feeling down, so I'm going to cheer you up with a shopping trip! It's all on me!"

She was legitimately surprised at that. This wasn't like her at all. "Y-you want to cheer me up?"

"Of course! You're my friend!"

"B-but we barely know each other."

"Oh, come on! We know each other!"

Shenzi was skeptical. "What's my favorite color to pair with black?"

Angelica had to think about it for a second. She wore black with a lot of colors; Although she wore one more than the others. "Uh, p-pink?"

Shenzi paused for a second. "Lucky guess. Okay, let's go. Perhaps it will cheer me up." She was surprised when Angelica suddenly grabbed her wrist, and practically dragged her out the door. They took a bus to the Big Mall, while unknowingly to her, the rest of the group were hiding out at her house.

"Okay guys, we're good to go," Tommy reported back after watching the two girls leave.

"Let's do this," Frankie nodded. Her parents, Felicia and Friar Tuck heard about Shenzi's dilemma, and agreed to help them.

"How do we start?" Chuckie wondered aloud.

"We'll paint the walls, and replace the carpet first," Felicia replied, "That way, we won't be moving stuff back and forth. We'll go to the paint store, then elsewhere for a new carpet. We'll store the old one in the attic, along with her old furniture."

"What about her plushes?" Frankie wondered aloud.

"Uh, we-we'll keep those intact!" Chuckie quickly said. "We didn't do that for Kimi's room makeover, and it didn't go well."

"Ohh, okay," Frankie understood.

"What happened with that?" Felicia asked him. "If you don't mind me asking."

"Well, we used the stuffing from her plushes for the makeover, and she was sad about that," Chuckie explained, "Although Mom fixed them up."

"Ah. Well, I think that Shenzi would be devastated if we did that, so we'll go with something else."

"Good call," Tommy nodded, "So... paint first."

"I'll take you girls to pick out a color for the walls," Felicia offered, "You boys stay here, and try to move the furniture and such out of the room."

"Aye aye, Captain," Phil did a salute. She and the girls then headed downstairs and outside to the family car as Friar Tuck and the boys started to do their tasks.

At The Big Mall, Shenzi was practically dragged into Juicy Couture, where Angelica was like a kid in a candy store. Or in her case, her 3-year-old self in a toy store. "Angelica, I can't afford this stuff! I was lucky to get a tracksuit, lounge shorts, and a short-sleeved hoodie! That's all I need from this brand!"

"Oh relax," Angelica looked through the jewelry that was guaranteed to make all of Shenzi's money disappear, "I said that it's on me. I don't care if you don't find anything you like here. I'm looking here for me."

Shenzi held back an eye roll, and let her browse. After all, the shopping spree wasn't all about her. It was only fair. "O-okay, but try not to take too long, okay?"

"Yeah, yeah."

This time, she did roll her eyes. As she waited, she gazed around the store. She felt out of place in the almost all pink store, while wearing almost all black. She was in a black cap-sleeve shirt with slashes on the sleeves and upper chest, a skulls and red roses printed vest top under it, a matching short skirt, black combat boots folded down so the lining, which had skulls and red roses, was showing, white skull earrings with black outlines, a red rose clip in her black hair, and a light green extension in her long bangs over her left eye, including her black cat-eye prescription glasses. She received a few stares from other patrons, but ignored them as she followed Angelica around the store. She did browse a little bit herself along the way.

After a while, Angelica was done, so after she paid for her purchases, they exited the store. "Can we go there?" Shenzi requested, pointing to Hot Topic close by. It was her favorite store out of them all.

"In there?" Angelica looked weirded out. "But that's full of Goth and geek at the same time."

She crossed her arms with half-shut eyes. "We went to the store you wanted to shop at; Isn't it only fair that we go to where I want to go? I can just head home if you don't want to..."

"No!" Angelica hastily cut her off, surprising her. "We-we'll go! Come on!" She grabbed her wrist and practically dragged her into the dark store, where loud music videos were playing on a TV. "Take your time! Pick anything you want! It's all on me!"

"You sure?"

"Absolutely! My parents will understand!"

"O-okay then." With that, Shenzi started browsing. Despite Angelica's surprisingly generous offer, she was trying to not pick anything too pricey. She hated for her to get in trouble with her parents. After a while, she came up to Angelica, who, to her surprise, was actually browsing the inventory. Shenzi had picked out an Alice in Wonderland themed bikini with a ruffle-strapped top and skirted bottoms, and two puff ball hair clips, one black and one light blue.

"You done? Okay, let's get these paid for." The two girls walked to the register, where Angelica paid for their purchases. "I bet that bikini will look great on you."

That surprised Shenzi more than anything. Did Angelica just give her a compliment? On her own? That was definitely new. "Th-thanks. I hope I do."

"You're welcome. Now, where to next?" She then spotted another store close by that caught her interest. "Ooh! Betsey Johnson! Let's go there!"

"Okay." Both girls ran to inside the store, and started browsing right away. As Shenzi looked at the swimwear, she wondered what was going on at home.

At the Tuck house, the girls arrived home a bit after the guys lugged out everything from Shenzi's room. "We're back, fellas!" Frankie called out.

Chuckie came running up to them. "Here, I'll help with that." He went to help Felicia with the new carpeting.

"Oh, no thanks, I'm alright," She kindly declined his offer.

"What color paint did you guys get?" He looked at the can in Frankie's hands, and saw that it was a dark pink-ish purple color. "That looks great! It just screams "Shenzi!" Let's get started!"

While the girls painted the walls, the guys went to Ikea for new furniture after a while of helping the girls.

Meanwhile at the Big Mall, Shenzi and Angelica were still shopping at Betsey Johnson. Here, the former was more eager to pick something out. How often did you get to wear something from Betsey Johnson?! Not very! So, no matter how wrong it felt, she was going to pick something, and not hold back... too much. She decided on a Swan Lake dress, a matching halter triangle bikini top, skirted bikini bottoms to go with it, and a black and purple strapless evening dress. When she held one in her size up to her body to see how it would look, a store employee said that it would look great on her, so she decided to go for it.

After leaving, they looked around to see where to go next. As they wandered the large mall, "Perfect Day" by Hoku from Legally Blonde started playing. "I love this song!" Angelica exclaimed.

"Me too!" Shenzi agreed. They started singing along as they practically danced along the mall, receiving stares but dismissing them. Small items had fallen out of their bags, but luckily, they noticed right away and grabbed them before anyone else could. "Ooh, there's the Disney Store!" She pointed out exactly after the song and their laughing fit was over. "Let's stop there!" This time, she was the one who was doing the dragging, as she and Angelica ran inside the store. The older girl didn't find anything, but Shenzi picked out a Jack Skellington Tsum Tsum crossbody bag.

"Y'know Shenzi, I'm getting kind of hungry," Angelica remarked as they walked out of the shoe store, "What do you say we get some lunch?"

"Okay," She nodded, "I'm hungry too. What do you like to eat?"

The girls decided on tacos from the Chipotle booth. Angelica didn't know what to get, since she never ate there, so Shenzi let her copy her order. They sat at a table with only two chairs, with their shopping bags at their feet where they could always see them. "Y-know Angelica, even though I'm still surprised that you took me here selflessly, I'm having a lot of fun."

"Well Tuck, I am too." Just then, something a distance away caught her eye. "Hey, after we're done, what do you say we try out that Mall Jump thing?"

Shenzi's eyes widened, before she swallowed her chicken/cheese-filled taco bite. "The what? Oh, I uh, I'm afraid of heights."

"Don't be a baby; They don't let anyone get hurt or killed on it. Come on."

Shenzi thought about it as she ate her last bite. "Well... alright, we'll try it. But after our food's fully digested." She sipped the last of her Pepsi.

After a few minutes, they headed for that area. As they walked, Shenzi wondered what her parents and sister were up to.

"That looks great!" Chuckie exclaimed after the makeover was officially done. "Shenzi will love it!"

"Now that we're finished, I'll give Angelica the signal." Tommy walked to the house phone, and dialed Angelica's number. "I hope they're not busy with anything important." After one ring, he hung up. "Okay, the signal's been sent." He took out his video camera. "Now, we wait."

"I'll keep watch," Lil volunteered; She stood at the staircase where she wouldn't be seen from downstairs.

"You sure about this place, Angelica?" Shenzi felt hesitant. They just exited the Mall Jump, where they had a blast. Now, they were heading for a certain store that if she shopped there, her parents would kill her.

"Positive! It's not like you're dumb enough to look at the adult junk, right?"

"Wel, n-no I'm not, but..."

"Then we're fine! It's like your favorite store." The two girls entered the store, where an employee was kind of surprised to see girls as young as them in a store like this.

"Welcome to Spencer's, ladies," He greeted them, hiding his puzzlement.

"H-hi," She greeted him back. Avoiding the adult section as much as possible, she simply looked at the necklaces, while Angelica looked at the non-adult skirts and the jackets. Shenzi finally found a silver cross necklace with a tiny, purple rose on it.

Just as they exited the store with their purchases, Angelica's phone suddenly rang. She looked at the Caller ID, and her eyes widened when she saw it was Tommy. They had to get back! "Who called?"

The blonde turned to the younger girl. "Uh, wr-wrong number. Okay, we need to get back to your house!" Before Shenzi could ask why, Angelica grabbed her wrist and practically dragged her out the front entrance, along the sidewalks and walkways, and up to her house. They hastily entered with their multiple shopping bags in hand, so they stood in the living room.

"So, why did we have to come here so urgently?"

"Never mind that, let's put your new clothes up in your room!" Angelica ran up the stairs, with the stumbling younger girl in tow as the rest of the gang prepared themselves. She then stopped at the edge of the staircase. "After you."

Feeling completely and utterly confused, Shenzi slowly walked to her room, not expecting what was about to happen. "Surprise!" The gang, plus her parents, yelled excitedly after the light was turned on.

Shenzi gasped in shock, dropping her bags on the floor as she stared. All of a sudden, instead of looking bright and princess-y, her bedroom was now a Goth's paradise! The walls were a dark pink-ish purple, a soft, black carpet covered the floor, her bed suddenly had a black lacey canopy over it, along with Gothic Alice in Wonderland sheets and pillowcases. Her closet, which had enough room for her new clothes, now had black lacey curtains that could be pulled back, along with a short dresser for her bottoms, hosiery, lingerie, and swimwear. A black nightstand featured a necklace display, a rack for her colorful hair extensions, another box for her hair accessories, and a Haunted Mansion-themed jewelry box. Black semi-cheer drapes lined her windows, which had black sills. Posters of her favorite celebrities and movies decorated the walls. A black full-body mirror stood by the closet, and a black chandelier was the new main source of light. "Wh...?!"

"Welcome to your new hip, dark, mysterious pad!" Chuckie came up in of her. "So, what do you think?"

She stayed quiet in shock as she looked around again. "I... oh my God, I love it!" She walked around the room in awe. "This is amazing!" She hugged everyone in turn. "Whose idea was this?!" Chuckie shyly stepped up to her again as he was either pointed at or gestured to. "Chuckie?!" She jumped on him in another tight embrace. "Oh, Chuckie! You're the best!" She looked around the room once more from her place in the redhead's arms. "I can't believe it!" She kissed his cheek, surprising everyone else, especially him. "This is better than I ever dreamed of! Not that I've dreamed of how my room would look after a makeover, but still! This is the greatest thing anyone's ever done for me! Thanks, everyone!"

After a while of hanging out in Shenzi's new room, showing her anything small, her friends started leaving, but before Chuckie could, she stopped him. "Chuckie, wait!"

He turned around to look at her. "Yeah?"

"Y-you want to sleep over tonight? The whole makeover was your idea; You should have the honor of being my first sleepover guest in it."

Chuckie smiled at her request. "I'd love to. I'll ask my parents first, and if they say yes, I'll be back as soon as I can." With that, he left for his house.

After a few minutes of lounging on the couch, she decided to wait for him in her new bedroom. As her parents tried to think of what to make for dinner, she eagerly ran upstairs, flopped face-up on her bed, and admired her new surroundings. Her family and friends really outdid themselves; It was truly the bedroom of her dreams. There was even a lamp with a black light bulb on the new desk! And a select few of the posters glowed in black light! The desk now featured a rod-like black light in a portable fixture, a cup for her writing utensils, a clip for holding paper in place, and drawers for anything she wanted to store. There were also hooks for her purse and backpack by the door. She didn't want to get out of bed; The new sheets and covers were so comfortable! But she would have to soon.

Her heart leapt with excitement when she heard the door open, followed by familiar footsteps. "Shenzi?" It was Chuckie! "My parents said I can stay here! Where are... wait, hang on." She heard his footsteps up the stairs, before she saw him walk in her room. "I had a feeling you'd be in here." He sat on the foot of her bed as she sat up and crossed her legs. "So, um... you like the sheets?"

"Uh huh," She nodded, "They're so comfortable. I bet I'll sleep good tonight."

"Yeah," He agreed, "It-it's like you're living with the Addams Family, isn't it?" She giggled. "Your parents and sister helped with the vibe it would give, and the style. And... so did I. So... how was shopping with Angelica?"

"It was fun," She replied, "Which reminds me." She jumped on the floor. "I need to put my new stuff away." She showed him everything she got as she took them out of their respective bag. He was very surprised when he heard that Angelica paid for everything she bought. She giggled at the blush on his cheeks when he saw the bikinis.

"Those are great," He remarked after everything was put away. "You have good taste."

"Thanks," She blushed, sitting next to him. She almost questioned how he knew about her shopping spree with Angelica, but remembered that she was in on the plan, so she forgot about the question.

Later that night, after they ate tomato soup with Goldfish and turkey sandwiches with ketchup, mustard, and cheddar cheese sauce for dinner and brushing their teeth, Shenzi and Chuckie hung out in her new room. She had changed into a Batman-printed sleep dress that she bought at Spencer's, with Batman boxer shorts that she already owned underneath. "I gotta say Chuck, you guys really outdid yourselves. My new room is amazing!" She hugged him for what seemed like the hundredth time. He didn't mind, though; He loved her hugs anyway. "How can I ever thank you?"

"Aww, you don't have to do anything," Chuckie assured her, "You appreciating it is enough for me." Then without thinking, he whispered something to himself. "If only that was the case last time."

"Huh?"

"What? Oh um, n-nothing. I was just thinking about something that happened a while back."

"I hate to be nosy, but what happened?"

"You're fine. You see, Kimi was really upset about something and wouldn't tell me or anyone else. And at one point, she said that she hated her room and everything in it, so I just assumed that her room was her problem." She nodded in agreement. "That's understandable. G-go on." "'Kay. So um, I gathered Tommy, Dil, and the twins at my house to help with the makeover. Angelica kept her busy while we did this. But when Kimi saw it, she said she hated it." Shenzi's heart broke at that. After all the hard work, he and their friends did, and Kimi straight out despised the results? "So, she finally told me what was bothering her."

"Well, you don't have to tell me," She assured him, "I... I heard enough. I'm sorry she didn't appreciate your efforts."

"It's okay, it's not your fault. I'm just really glad that you love yours."

She smiled again, and laid on his shoulder, making him blush. "I really do. It's wonderful. Thanks so much."

"You're very welcome," His hands laid on her back and in her soft, black hair, as his head carefully rested on hers. For some reason, Chuckie loved holding Shenzi in his arms like he was now. He didn't want to let her go, ever. He could smell her shampoo, conditioner, and body wash, all of which had a green apple scent. It was enticing, inviting, and... kind of intoxicating. He stared at what was behind his best friend; Her bed's headboard, her pillows, and some of her plush toys. "Shen, I..." She looked up at him, but kept her head on his shoulder. "This isn't really my style, but... I do admit, it turned out great."

"It's wonderful," She remarked, "Like I said, it's the best thing anyone's ever done for me." She leaned her head upward a bit, and kissed his blushing cheek. "It means a lot."

When she straightened up, their noses were less than half an inch away from touching. Their cheeks were as red as his hair as their breath mingled. Chuckie didn't know what to do; If he kissed her, would she kiss him back, or get scared and kick him out? But then again, if he didn't do anything, then he would hurt her feelings, and their friendship would be doomed. Although his decision was made for him; Shenzi leaned in closer, and her tiny lips connected with his. Her hands were on his upper arms, while his were on her neck and cheeks as the sweet, yet innocent kiss lasted a few seconds.

When they separated, they gazed into each other's eyes as the blush on their cheeks had deepened. Chuckie waited for her reaction to the romantic moment they just had. He felt relieved when she smiled at him, turned around, and laid her back on his shoulder. "Like I said earlier: You're the best." She rested her head on his.

"I don't know about that." He couldn't help but feel modest. "I was just doing what a guy does when a girl is sad or troubled; Make her feel better."

"Well, you are the best," She insisted, "Um... d-do you want to hang out at the mall tomorrow?"

"You just went there," He chuckled. "Yeah, but... I want to go with you. We don't have to shop or anything. We can have lunch, play in the arcade..."

"I think that sounds nice," His hands clasped together on her lap, "How about at around noon?"

"It's a date," Her smile grew, before a yawn escaped. She rubbed her eyes like a child as she laid back on his shoulder. "I'm getting tired."

"I bet," Chuckie smiled down at her, "You've had a long day. Let's go to sleep."

When he went to set up his sleeping bag on the floor, Shenzi stopped him. "What're you doing?"

"I'm setting up my sleeping bag."

"Who says you're sleeping on the floor?" She giggled. "Come on, sleep up here with me. I don't bite."

"Um, o-okay then." Chuckie climbed back to the middle of the bed, and laid at the left side as Shenzi crawled up to him after turning off the light. "That chandelier was a pain in the butt to install."

Shenzi giggled in her hand. "It seems like it. It looks great." She laid her head and hand on his chest. "G'night, Chuck."

"'Night, Tuck." She giggled some more at his rhyme. He set their glasses on the nightstand, and turned off the lava lamp, which looked like it had a volcano inside. The two friends then drifted off to sleep in each others' arms, feeling excited about their upcoming date.

(A/N: Well, there's M. You know the disclaimer. I have no idea if Angelica is really in-character here.)