A/N: It's a big time jump from kindergarten to fifth grade, but I think it works. Yay for second one-shot!

"Not great," Sally's fifth-grade teacher, Mrs. Lansy, said, setting a paper facedown on her desk. Sally picked it up and turned it over, staring at it in dismay. It was her Whostory test, and she'd failed. She looked over the paper, at all the little red correction marks. With a groan of frustration, she slapped it down on the desk. It didn't make sense; she understood everything, and knew what the right answers were — why did she fail?

"Hey, Sally! How did you do?" Ned asked brightly from the desk in front of hers. She wordlessly handed him her paper, putting her head down on the desk. Through her curtain of red hair, she watched his smile fade as he took in the score.

"Ah, who needs Whostory, anyway?" he asked dismissively, quickly covering his own paper with his arms. Before he could, though, Sally saw the "Better Than Best" written neatly across it. "It's just for stupid people like Mrs. Lansy."

She knew Ned was lying — he loved Whostory. He loved all of school, actually. It was one of the reasons they were friends; when she was in a bad mood because of school (or anything, for that matter), his ceaseless cheerfulness would always make her feel better.

"Thanks, Ned," she said with a small smile, taking the paper and hiding it under her books. "But it's not Mrs. Lansy's fault that I'm dumb."

"You're not dumb. And hey, I can help you study for the next test if you want, and you'll nail it!"

"Better not, Sal — his loser germs might rub off on you." The speaker was Sherry, a very pretty, very rich, very popular Who who absolutely hated Ned. "Come over here," she added, beckoning to Sally and ignoring Ned, who had turned bright red.

Sally's eyes met Ned's. He mouthed, "What do they want?" When she shrugged, he whispered. "Better go over there, then." His face was still pink with embarrassment, but his smile was as warm as ever.

"I'll be right back," she said, pushing back her chair and standing. Since the end of the year was nearing, the teacher had let them work on their final projects, and so she didn't bat an eye when Sally sat down in an empty desk next to Sherry.

"I love your hair," one of Sherry's friends said, fingering a strand of Sally's red-brown hair. "I'm so jealous."

"Absolutely," Sherry agreed — the friend promptly began braiding Sally's hair. "Listen," Sherry continued, leaning forward. "In, like, less than two weeks we're going into middle school. A time for . . . change." She gave Sally a significant look.

Sally stared blankly back. "You mean, like get a new haircut or something?"

Sherry laughed, and shared a glance with friends that said, "Poor, naïve Sally." Sherry raised her eyebrows. "No. I mean. . . . Middle school is a time for new first impressions. And right now, hanging out with . . . who you're currently hanging out with, you're coming across as a total geek. You're pretty, Sally, and if you ever want to be popular, you'll have to ditch the freak."

Sally's eyebrows drew together. "Ned?"

Sherry's friends tittered, and the one braiding her hair said, "Oh, so it has a name?"

Sherry clearly agreed. "Sal, 'Mr. Future-Mayor-of-Whoville' is a conceited, spoiled brat, and a complete dork, besides. You're too cool for him."

With her fancy clothes and perfect hair, Sherry didn't strike Sally as the epitome of modesty, but she didn't say that. Instead she insisted, "But Ned's been my friend since kindergarten, and he's always been so nice to me —"

"Whatever, Sal." Sherry popped a stick of gum in her mouth. "Just think it over. Whenever you're ready to say goodbye to Mayor Loser, we'll be waiting."

Feeling like she'd been dismissed, Sally made her way back to her desk.

"So," Ned began, "what was that about?" He was trying to be casual, but she could tell that he was dying to know. "You looked kind of upset. Everything okay?"

Sally looked into her best friend's concerned eyes and smiled. "Yeah, it was fine," she lied casually. "Sherry wanted me to, ah . . . give her the answers to our math test — she hasn't taken it yet."

"You didn't, did you?"

Sally slapped his arm playfully. "Of course not."

"Good girl." Her patted her head teasingly, and ducked when she swung at him again. His grin turned sympathetic. "Hey, don't think about it. Girls like her . . ." He shook his head. "They're not worth worrying about, you know?"

Was the anxiety so clear on her face? Sally nodded, thanking him, but Sherry's words were ringing in her ears.

"You're too cool for him."

Sally had never thought of Ned as a freak. But now, sitting across from him as he began telling her about a great book he'd read, and seeing Sherry and her posse sniggering at him, she began to wonder.

Was he?