Disclaimer: I do not own One Tree Hill or any of its characters.

A/N: Ok, here's the next chapter. Hope you all like it. Thanks to all of you are reading this still and big big thanks to everyone who leaves some feedback. Love you guys.

"Something wrong with the popcorn?" Nathan asked the nervous blonde beside him. It had taken him all of a week to get her to agree to dinner and a movie. Her resistance had been feeble to say the least; her strongest argument being that she was a clean teen. He'd easily countered that by posing the question, 'So, clean teens don't believe in food and entertainment?' And he'd countered every other weak attempt at resistance with jokes and a charming grin until she giggled and agreed to his request. He'd known she would eventually, but he had to admit, he was a little disappointed. He'd expected more of a fight. Peyton had resisted him for months and she wasn't some virgin club member. But still, that was just the first part of the challenge. The next part – getting her in the sack – was the interesting one. And he would. She may be a clean teen, but she was still a girl. And he was Nathan Scott. The only question was when, and he was just arrogant enough to believe it wouldn't take long, especially since she'd caved so quickly on the whole 'date' thing.

"Oh, no, it's fine," she said, putting a kernel in her mouth as though to prove her words. She couldn't believe how nervous she was. Well, actually, she could. Here she was, Shelly Simon, queen of the clean teens, on a date with Nathan Scott, king of the school, not to mention, star of the basketball team, though he was currently suspended, and without a doubt, the hottest guy in school, possibly even the planet. She'd like to believe she was above and beyond all that, but the way her pulse raced the first time he smiled at her, told her she wasn't. Not even close.

Her first instinct when he'd asked her out was to refuse. What could he possibly want with her? She was sure she could guess. Afterall, his playboy ways were common knowledge around the school. But he'd won her over, and she had to admit, fairly easily. Like magic, her sense of caution had been overtaken by a boyish grin and a lame joke. Oh boy, what the hell was she getting herself into?

She was quite shocked when he dropped her off at the end of the night and gave her a simple kiss on the cheek after walking her to her doorstep. She thanked him for a lovely evening and he sheepishly asked for a second date the following weekend. She agreed. How could she not?

She watched him walk to his car, but he didn't drive off until she was inside the house. She closed the door behind her and leaned against it with a dreamy sigh. He'd been a perfect gentleman all evening. He hadn't made any moves on her. He'd barely even kissed her.

Nathan turned onto the road, a satisfied smirk on his face. He wasn't stupid. He knew he had to take things a little slower with this girl than most. He couldn't just be all over her on the first date – she obviously wouldn't go for that. But damn, he'd impressed even himself tonight with that cheek kiss and he knew it had worked wonders on her. 'You're getting too good at this, Scott,' he told himself. In no time, he and little miss clean teen would be getting dirty. Of course, that would put an end to the challenge, but whatever.

But Shelly was nowhere near stupid either. Despite being 'star struck' at the moment, she still knew she had to watch herself. Nathan Scott was a player. He didn't get his reputation for nothing. And if she wasn't careful, she'd end up in his bed in no time. But she couldn't allow that. She wasn't that girl anymore. However, his relationship with Peyton Sawyer proved that he was capable of long term too. So maybe she could be the next girl he stuck with for a while.

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"Hi, sweetie. You're home early for a Friday night," Deb said when her son walked in the front door before midnight. She'd expected he'd be out all night again despite her disapproval.

"Yeah," he responded casually. "Where's Dad?"

"In his office," she replied, referring to his home office. "How was your date? Your father told me," she added when Nathan just raised a questioning eyebrow. Of course, he hadn't told her his plans, only his father.

Nathan shrugged his shoulders carelessly. "It was fine."

"So, you're not seeing Peyton anymore?" Deb dared to ask.

"You hear that from Dad too?" Nathan scoffed as he opened the fridge for a bottle of water.

"No, I just noticed she hasn't been at the house."

He twisted the cap off the bottle and took a large swig, offering no reply to his mother's comment.

"It's a shame," Deb continued. "She's such a lovely girl."

'Have meaningless sex with faceless jocks.' 'Payback's a bitch, isn't it?' Damn, those words were burned into his memory. "Right," he muttered sourly.

"What happened, Nate?" she asked softly, willing her son to talk to her.

He didn't. Instead he frowned and mumbled a 'none of your business' before turning away and going up to his room.

Tears sprang from Deb's eyes. She'd become so disconnected from her family. Her husband dismissed her opinions as though they were nothing, and her son, her precious boy, was unreachable to her. She didn't think anything could hurt more than having her own child hate her. And especially when there was nothing she could do about it, except reach for those pills that would make her feel a little bit better.

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Saturday night Nathan and the gang dragged Mouth out for another guy's night at one of the senior's houses – although Mouth couldn't say why they were called 'guys' night' when there were plenty of females around, both now and last weekend. He wasn't complaining though. Most of the girls paid him no heed, but a few of them did flirt with him a little. He was pretty sure Nathan had put them up to that though. Mouth knew he was nothing to look at and girls were not attracted to him, but for Nathan they practically fell all over themselves trying to please him.

And yet Mouth never felt better because for the first time in his life, he was hanging out with the 'in crowd'. Nathan's friendship had come with the added bonus of acceptance. The other guys accepted him because Nathan did and, with the exception of maybe Damien, none of them made him feel out of place or like he didn't belong. These popular jocks treated him like an equal. And that was the greatest feeling in the world.

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Meanwhile, Jimmy sat alone on the bench at the Rivercourt when Lucas and Skills sauntered over, ball in hand.

"Yo, dog, where's your side kick at?" Skills asked.

"He cancelled to go party with his new best friend," Jimmy replied resentfully.

Lucas frowned. "Again? That's two weekends in a row he ditches us."

"Yeah, well, get used to it," Jimmy grumbled. "And it's not just the weekends. Wednesday night we were supposed to study for our Science test, but then Nathan came up and asked if he wanted to go shoot some pool. Of course the invitation didn't extend to me, but Mouth still went."

"Dude, that's not right," Luke said. "Nathan should have included you. It was rude not to."

A deep scowl came over Jimmy's face. "You think I give a shit what Nathan does? The guy's a born jackass. I expect him to be rude. He always is. But Mouth? We've been best friends since grade school."

"We all have, dog."

"Exactly. So why are we the ones being left behind?"

None of them could answer that question, but they all reflected on it. They all wondered the same thing. Since when had Mouth and Nathan become such great friends?

Lucas was the first to break the silence. "Well I guess we don't need two sports announcers reporting on how I kicked Skill's ass on the court," he said to lighten the mood.

"Oh right," Skills scoffed. "Need I remind you which one of us is still in physical therapy?"

Lucas chuckled. "Well yeah, but, that just makes the game a little more even."

Skills waved a teasing finger at him. "See, I'm telling you, them Scott genes is coming out more and more everyday."

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The next Friday, Nathan took Shelly out for their second date and again he was on his best behavior and again, at the end of the evening, he gave her a quick peck. But this time on the lips. He left her house feeling like he'd outdone himself once again.

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Saturday night was party night once more, and as per usual it ended with Nathan upstairs tangled up in the sheets with whatever girl caught his attention that night.

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Meanwhile, Peyton, Brooke and Rachel huddled together on Peyton's bed listening to Ellie's impressive stories of concerts she'd been to, artists she'd met and so on.

"Wow, you really are mother and daughter," Brooke joked. "Peyton's a total music junkie too."

"Well, every girl needs her obsession," Ellie joked. "What's yours, Brooke?"

"Sex," both Peyton and Rachel said in unison before breaking down into giggles.

"Like you should talk," Brooke directed at Rachel.

"Hey, you haven't heard me complaining about how horny I am for the past three weeks," Rachel countered.

"That's because you're getting some," Brooke pointed out. "Me, on the other hand…"

"Oh suck it up, honey. That's the price you pay for dating a clean teen," Rachel said. "Besides, you could get laid if you wanted to."

"I'm not a cheater, thank you very much."

"I'm sure Chase would give it up if you pulled your trademark Brooke Davis leopard bra move on him," Peyton joked.

Ellie's eyebrows shot up. "I'm not even gonna ask."

"Trust me, you don't want to know," Peyton told her.

"You guys, this is so not funny," Brooke said. "You know, it'd be a lot easier to deal with if he wasn't such a great kisser."

With that they all burst out into laughter. They all knew that Brooke liked Chase too much at this point to ever ask him to compromise his beliefs, and because of that she would suffer silently, or not so silently, through her body's natural yearning to be touched.

They were all still giggling senselessly when Theresa stormed in and plopped herself down on the bed, putting a damper on the light atmosphere.

"Ok, you need to get back with Nathan ASAP before I kill him!"

Peyton gave her a strange look. "Why? What happened?"

"Tyler stood me up!" she fumed. "We made plans but he never showed so I called him and he was at a party completely wasted."

"So how is that Nathan's fault?" Brooke wanted to know.

"Because Nathan's the one who keeps dragging him out partying!"

Peyton just rolled her eyes, having already heard all this before, but still of the opinion that Tyler could refuse if he wanted to.

"So," Rachel began sarcastically, apparently feeling the same way. "Peyton should take Nathan's cheating ass back so that Tyler can be a better boyfriend? Yeah, makes sense."

"I know it sounds crazy," Theresa admitted. "But this never happened when Nathan was with Peyton."

"Speak for yourself," Peyton replied dully. "Nathan used to pull that crap regularly when we were together."

"And now he's getting Ty to do it. It's so frustrating."

"Yeah," Peyton agreed, remembering all too well how angry she used to get when Nathan was a no show. "But to blame Na…"

"You know, I thought now that he's dating again that things would go back to normal, but they haven't. They're still going out drinking every weekend and…"

Peyton zoned out on the rest of the girl's tirade as her mind zeroed in on the one part that literally twisted her up inside. 'Now that he's dating again.' "He's dating someone?" she asked, unable to keep the pain out of her voice. It was bad enough that he was sleeping with all these random girls, but she knew that was just sex to him and it didn't mean anything. But if he was dating, if he had moved on…

Unshed tears stung her eyes. Was he over her already?

Theresa stopped abruptly, suddenly realizing what she'd let slip. She opened her mouth and closed it again, unsure of how to respond.

"No, Peyton, he's not dating anyone," Brooke stated confidently. "He would have told me if he was."

"Right, yeah," Theresa said. "I probably just misunderstood."

"No," Peyton countered. "You said it like you know something."

"Hon," Brooke began. "Honestly, he would have told me if…"

"Maybe he doesn't tell you as much as you think he does, Brooke," Peyton snapped.

"He tells me everything. You know that. Obviously Theresa heard wrong."

Theresa looked down to the floor, knowing full well she hadn't gotten it wrong. She'd been standing right there when Nathan had boasted to Tyler about the girl. But she really didn't want to admit that to Peyton.

Peyton, however, wouldn't let it go and pushed the issue until the dark haired girl finally broke.

"Ok, yes, he's dating this clean teen girl," Theresa admitted. "I don't remember her name."

As Peyton's stomach dropped, Brooke closed her eyes as she remembered Nathan's words that one night at her house.

Flashback (from chapter 27)

"Who was that chick you were talking to in the hallway last week?"

"She was blonde, and really hot"

"…she was carrying around shirts or something in her bag."

"Maybe you could call her over."

"Why? Cause you're horny?"

"Actually, yeah."

"I think I could break that virgin club girl's pledge if I wanted to."

End of Flashback

"Shelly," Brooke whispered knowingly.

"Yeah, that's it," Theresa confirmed. "But he's really only dating her to get in her pants," she added with a frown. "To prove that he can and then he's gonna drop her."

"Is that what he said?" Peyton asked. "Or that's what you assume?"

"No, he said it. To Tyler and a couple of the other guys. I heard him."

Peyton knew she shouldn't feel relieved by that, but she did nonetheless. If it was just about sex, then that meant his heart wasn't involved. And sadly, that made her heart hurt less. However, she wouldn't admit that out loud because it seemed way too selfish to feel that way.

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"Hey, Mouth," Lucas called out the following Monday morning after school.

"Luke, what's up?"

"Not much. Where ya been?"

"Around. Why?"

"The guys and I, we wanted to talk to you about something."

"Ok, sure. Is it urgent or can it wait?"

"You got somewhere to be?"

"I'm heading to the arcade with Nate and the guys before tutoring at his house."

"Oh, well, that's kinda what we wanted to talk…"

He was cut off mid-sentence by Tim's booming voice.

"What's up, Nose?" he greeted enthusiastically. "Remember, Saturday night, Nate's beach house. Be there."

Mouth nodded. "For sure," he said and then turned back to Lucas as Tim disappeared down the hall. "Sorry about that. You were saying?"

"You know what? It's not important."

"You sure?"

"Yeah," Luke said even though it irritated him that his friend was falling into a crowd that couldn't even get his nickname right.

"Ok, well, I'll see you later then, ok?"

"Yeah, I'll see ya."

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"Not really your type, is she?" Peyton said to Nathan on Thursday when she spotted him and Shelly talking by the water fountain. Shelly had walked away with a smile on her face and, as though Peyton's feet controlled her, they guided her over toward Nathan.

Nathan glanced up from the fountain and bent to take another drink. "Meaning?" he asked when he finally stood fully upright.

"Well, she doesn't look like a skank."

His eyes raked over her short skirt disdainfully. "You're right. I guess I was due for a change."

She didn't miss the insinuation that her own attire made her look like the very type she spoke against, but she bit her tongue to refrain from remarking on that. "What are you trying to pull?" she asked instead.

He smirked at her. "Am I supposed to know what that means?"

"You know exactly what it means. You're playing that poor girl."

Again that smirk. "Well, if you already know, then why ask? Jealous?"

"Hardly," she scoffed. "Try disgusted. She made a pledge to something she really believes in and you're out to ruin that just so you can get off and get an ego boost. That's low, even for you."

He seemed unfazed by her remark. "Go warn her then if you're so worried about her. Of course, she might not buy it, coming from the ex-girlfriend and all," he said with a wink.

"What's happening to you, Nate, that you can ruin a girl's life and not even blink?"

He rolled his eyes. "I want to fuck her, not kill her. And I'm not forcing her into anything."

She was glad to see that he at least seemed a bit offended now. "Maybe not physically, but you're making her believe that you really like her."

"What makes you think I don't?"

"Because I know what you told the guys."

"Ok, well, so what? How's what I'm doing any worse than what you did to me? Huh? You let me think that we still had a shot, that you still cared about me, and then turned around and said it was fucking payback."

"Nathan, I didn't mean…"

"You came to me when I needed you, knowing how I felt about you, just to get back at me for hurting you."

"No," she denied. "I…"

"But you're gonna lecture me about using some girl who probably doesn't give a rat's ass about me anyway beyond my social status. That's great, Peyton. Try looking in the mirror next time you go preaching righteousness. And in the meantime, just leave me the hell alone."

He turned to walk away because he knew he was getting too emotional. Opening himself up like this in front of her was the last thing he wanted to do.

But she grabbed his arm, pulling him back. "I didn't mean it," she said, her voice shaky as she realized, yet again, just how badly she had hurt him with her angry words. "It was never about payback. I just said that because I was mad. But I didn't mean it," she said again.

"Like you didn't mean that sketch?" he returned coldly. "Like you didn't mean that I was nothing but a faceless jock to you?"

She closed her eyes in anguish. "I didn't mean any of it," she whispered softly.

"Including the 'I love you'?"

Her jaw dropped in surprise, but he was clearly serious. "That part was real," she said earnestly. "Don't ever doubt that. Please."

He searched her eyes for the truth and finally nodded, believing her.

"But I'm sorry for the other stuff. I'm sorry for what I said and for what it did to you."

He hesitated before speaking, and when he finally did, his voice came out unsure and thick with emotion. "If I say I accept your apology, it doesn't get me you back, does it?"

She shook her head sadly. "But we don't have to be like this, practically enemies. We could at least be friends."

He swallowed the painful lump in his throat as he felt the dagger pierce just a little bit deeper. "I can't," he spoke barely above a whisper as he pulled out of her grasp.

"Nathan, please…"

"Peyton, I love you," he said almost harshly. "I can't be your friend", he insisted before walking away, leaving her standing alone by the fountain.

He took a deep, shaky breath when he stepped outside and he reached into his pocket for his cell phone, dialing the number he'd so recently programmed in.

"Hello?"

"Hey, Shelly, it's Nathan."

"Well, hey right back at you. I just saw you five minutes ago. Did you miss me already?"

He smiled faintly. "Yeah, I, uh, I just forgot to tell you that you should dress warm tonight. It's supposed to be cold."

"Aww, that's sweet of you to worry about me. Ok then, I'll pull out the winter gear."

He chuckled at the exaggeration. That's so something Peyton would have said. He shook his head. He had to stop this thinking about her all the time. "Alright, I'll see ya soon."