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

A/N: Hey guys. Just a quick note to say thanks as always to all of you who keep reading this and big hugs to you awesome reviewers! You all make my day. Love ya!

Peyton awoke early Thursday morning and worked frantically on the sketch she should have gotten done last night. It was due at Thud by the end of the day so she needed to get her butt in gear. She'd been nearly finished until she'd added her revisions and she certainly couldn't hand it in with those changes.

She shook her head and rebuked herself for the thousandth time in less than twelve hours. How could she have let her mind wander like that? So much so that she'd actually drawn it? And in front of Lucas to boot. She wondered if he'd noticed. If he had, he hadn't said anything, for which she was grateful.

She took a deep, shaky breath and berated herself once more. Whether he'd seen it or not wasn't the issue. She'd agreed to go out with him so she really needed to focus on being a better girlfriend – which meant no more hot day dreams about her ex. Lucas was a great guy who deserved better than that from her. She'd just have to push Nathan to the back of her mind. She wasn't sure how she would do that but she had to. She had to concentrate on her new boyfriend now and let the old one go.

As it was, tomorrow would be a dark enough day for her – the anniversary of her mother's death – so she really didn't need to complicate her life even more by obsessing over a relationship that had been disastrous from the get-go.

She finished her sketch, had a quick shower and made it to school on time to write her history exam.

Lucas glanced over to Peyton from his exam paper. She looked beautiful as always, her head bent as she focused on the test questions – something he probably should be doing too. But it was difficult. He'd been up half the night trying to study but his mind had kept going back to that sketch she'd drawn. And he'd wrestled with logic and emotion ever since. It was obviously a picture of her and Nathan, which shouldn't really surprise him, but it was very unsettling. Logically he knew he had no right to be upset – he'd known and accepted that she wasn't over his brother – but emotionally he was distressed.

Emotionally he wished she'd just get over Nathan already. Sure he and Peyton had only been together five days, but he'd waited so long for a chance with her and when he finally got it, Nathan still commanded her thoughts. He still won. Logically Lucas understood that he couldn't expect her feelings to instantly change, but he wanted them to so badly.

He looked away, mentally kicking himself. He just had to give her more time, that's all. He was lucky she'd even given him a chance at all so he had to be happy with that instead of being disappointed that, just a few days into the relationship, she was still hung up on Nathan. He needed to be more patient. That was the key. And hopefully one day Nathan would be a distant memory and he would be the one in her heart. Hopefully he could be the example to prove that nice guys didn't always finish last.

–––––

Meanwhile Nathan took note of how Lucas looked at Peyton and pressed so hard on his pencil that the lead broke. He sighed in aggravation and fished for his pencil sharpener. This wasn't the time to stress over Lucas and Peyton. He needed to focus on this test. According to his teacher's calculations, he needed at least an 81% to pass the course overall. With Mouth's help he'd studied hard and he couldn't let himself get distracted now, especially not with a girl who wasn't even into him anymore, a girl who, even though didn't want him, also didn't want him with anyone else. That had been made clear at the dance in the way she'd treated Shelly.

He frowned as his mind drifted to that event, how Peyton had been all up on Lucas, the guy she'd repeatedly claimed she wasn't interested in romantically. His frown deepened as he recalled Bevin's account of what had transpired in that bathroom, the words that had been spoken – that all Peyton would have to do is snap her fingers and he'd come crawling back to her. He scoffed at that. Did she really think that's all she'd have to do?

His pride rejected that idea. Maybe at one time but not now that she'd hooked up with Lucas. No way would he go running back to her like an idiot now. If she wanted that bastard, then the hell with her.

He took a deep, frustrated breath as it hit him that he was doing exactly what he'd said he wouldn't do which was get distracted by Lucas and Peyton.

He forced his eyes back to his paper. He couldn't fail this, first off because he didn't want to have to repeat the course, second because he wanted to stay on the basketball team and third because his father would kill him. He had to get Peyton out of his head and he would have to do it one test question at a time.

–––––

Shelly glanced over at Nathan, her own mind a flurry of mixed emotions. On the one hand she was furious at herself for getting involved with a guy whom she knew had a reputation of a player, and she was furious at him for being so heartless. On the other hand, she was just saddened by it all. She may have only been with him a short time but in that time she'd fallen for him…hard. Sure her suspicions had been on high alert at first but he really hadn't given her any reason to doubt his motives. He'd been sweet and charming the whole time and truth be told, she missed him a lot. Well, she missed that side of him that he'd shown her anyway. Obviously it had all just been part of the game, which he'd openly admitted to playing when she'd asked him. He hadn't even tried to deny it, nor had he attempted to clear the air since then. And that only made it worse because it reinforced what she already suspected...that he just didn't care.

–––––

Peyton noticed the pain in Shelly's eyes as she gazed at Nathan and her conscience started nagging her for the way she'd behaved toward her at the dance. She knew she was responsible for their breakup. She shouldn't have revealed that she was just a conquest for Nathan. Obviously the girl really liked him so that had to have hurt. But even more than the guilt she felt for doing that to Shelly was the guilt that she'd done it to Nathan. She was aware of why he had started dating Shelly in the first place, but she could also see that he had actually begun to like her. And she could admit, at least to herself, that that was the main reason she'd went off on her at the dance. She'd reacted out of sheer jealousy and the way Nathan had stood up for Shelly…well, it was further confirmation that he genuinely cared about her.

So who was she to drive a wedge between them? It wasn't fair to Nathan who could use someone like Shelly in his life right now, if only to distract him from the situation with his mom.

She turned her attention to Nathan now, wondering how he was doing with that. She couldn't tell from looking at him now – his cool front was always up in public – but she'd never forget how broken he'd been the night of. It had only been a few weeks since then so she knew he was still trying to deal with it.

And yet, there she'd gone and pushed someone who cared about him out of his life. Someone who could be there for him in this crucial time and help him through it.

He turned in her direction and for a moment their eyes locked. But then he looked away and she forced her attention back to the task in front of her.

–––––

"He really does like you, you know," she told Shelly when she'd caught up to her at her locker after the exam. She had to make this right somehow, for Nathan's sake. No matter how much it killed her.

Shelly barely spared her a glance before going back to shuffling through her locker.

"Look, about what I said at the dance," Peyton tried again. "I was out of line and wrong so…"

"No, actually you were right," Shelly contradicted. "He admitted it."

Peyton's eyebrows shot up, surprised to hear that he'd admit to it rather than try to lie his way out of it. But she couldn't question that now. "Well, he was upset that night."

"Yeah, and we both know why," Shelly snapped. "It definitely had nothing to do with me."

"I'm trying to apologize here."

"No, you're trying to make excuses for Nathan. The only thing I don't get is why. You're clearly still into him so why try to smooth things over for me and him?"

"Listen, I don't know what he's told you about our relationship…"

"Nothing," Shelly cut in. "He never told me anything. He never talked about you."

"Ok, well, what I can tell you is we were a mess. I guess we weren't meant for each other. But I know him, and ok, yeah, you started as a conquest, but I can tell it stopped being about that. He's into you." It almost killed her to say those words but she had to.

But Shelly scoffed at her statement. "Explains why he's snubbed me all week and hasn't tried to talk or explain or call or even text."

"He gets that way sometimes," Peyton said. "All grumpy. You get used to it after a while."

"All right, well, here's how I see it," Shelly began. "He doesn't care that we broke up because, first of all, I was only a conquest anyway, and second of all because the only one he really wants is you. It honestly doesn't take a genius to figure that out."

"Look, if he didn't care about you at all, he wouldn't have stuck up for you that night. That's right," she continued when Shelly's brow rose in question. "He found out about our little 'talk' and he told me to lay off you. Trust me, if you were still just a conquest, he wouldn't have done that. He would have been amused and cocky about the whole thing. And most of all, if you were still just a conquest, he wouldn't have asked you to be his girlfriend."

"Why are you telling me all this?" Shelly wanted to know.

"Because it's true and because…" she swallowed hard before continuing. "He needs you right now. You know about his mom?"

"I know what I read in the paper," Shelly replied. "The only thing he's told me himself is that he's tired of people asking him about her."

"Honestly, that's a lot for him," Peyton said. "He doesn't open up easily."

"I noticed."

"Look, just think about what I said, ok. Somewhere along the way, it stopped being a game for him. And right now, with everything he's going through, he needs someone he can count on. And that's you."

"Why not you?" Shelly questioned genuinely. Anyone could see that Peyton was the girl Nathan longed for.

"It can't be," Peyton answered.

"Why?" Shelly repeated.

"It just can't," Peyton said, walking away as the tears welling in her eyes threatened to spill.

–––––

"So, how do you think you did?" Mouth asked Nathan in the quad.

Nathan shrugged his shoulders. "I don't know, man. It seemed too easy. It has to be a trick."

Mouth rolled his eyes in amusement. "That's what you said about all the exams so far."

"I know," Nathan admitted. "But it's true. I mean, it's exams. They're supposed to be hard, right?"

"Not when you know the material," Mouth countered. "I'm telling you, the only trick is studying, which you did so don't be so hard on yourself. If it seemed easy, then I'm guessing you did really well."

Nathan nodded appreciatively. "Just two more to go," he said. "Math this afternoon and English tomorrow. They're gonna be tough."

"Not necessarily," Mouth stated reassuringly. "You know the mathematical concepts, which is all you can really do for math. Just remember to take your time. When you rush that's when stupid, minor errors are made so be careful on that. And for English, I'll drop by your house tonight and we'll run over everything again just to review."

Again Nathan nodded appreciatively. "Listen, thanks for all your help, man. I wouldn't have been able to stick to this without you."

"I'm your tutor. It's my job."

"Yeah, well, I think you've gone beyond the call of duty with me."

Mouth chuckled at the wording but spoke earnestly. "Well, that's because I'm also your friend."

"But seriously," Nathan began. "When do you have time to study yourself?"

"When I'm tutoring," Mouth told him. "They say you remember things best if you teach it to someone else."

"Huh, maybe I should become a tutor," Nathan joked.

"You could. You have the brain for it when you put it to use."

Nathan chuckled. "All right, well, whenever I get a higher grade than you, then I'll think about it."

"Never gonna happen, dude," Mouth jested. "But hey, it's something to strive for. Nerd."

Nathan shoved him playfully and they were both laughing when Brooke came upon them.

"Hey, Lips," she said. "Sorry to interrupt, but could I just borrow Nathan for one second?" she asked as she looped her arm around Nathan's.

"Oh, yeah, sure," Mouth responded.

"Thanks," she replied as she started to move away.

"By the way, it's Mouth," Mouth called out to her.

Brooke turned around and threw him a dimpled smile and a wink. "I know," she told him before pulling Nathan off in the other direction.

–––––

"So, my parents called. Yeah, finally, right?" Brooke said. "And they're sending a car out tonight to take me to the airport. I'm to join them in California while I'm off school."

"So, is that good news or bad news?"

"It's both, I guess," Brooke replied. "I mean, I'll get to see them and since my last exam is this afternoon…sorry," she added when Nathan threw her a sour look because he still had another to write tomorrow. "Yeah, I'm off and I'll get to do all kinds of shopping, which is awesome…"

"But you're gonna miss little virgin boy."

"Well, you can call him lover boy now," she bragged, "since he gave me a little going away present last night, if you know what I mean," she said with a wink. "Oh!" she exclaimed. "Which totally means I win our bet of which of our virgins sleep with us first! Pay up, loser."

Nathan chuckled and shook his head. "I don't remember putting money on it. Plus I might have had a shot if Peyton hadn't decided to sabotage everything with Shelly," he said dryly.

Brooke eyed him critically for a moment. "Are you upset about that breakup?" she asked since he seemed to be.

He didn't answer her.

"Oh my God! I knew it!" she shouted. "I knew you were gonna fall for her even though you said you wouldn't! Remember?"

"Brooke, calm down," he told her. "Yeah, I remember and no, I didn't fall for her. Not really."

"What does not really mean?"

He thought back to a conversation he and his dad had had one night last week after Shelly had been over.

Flashback

"She's a nice girl," Dan stated casually once Shelly had gone.

"Yeah, she is," Nathan agreed.

"You really like her?"

Nathan shrugged. "Yeah."

"Well, that was convincing," Dan scoffed.

"No, really. I do. I like her."

"Why?"

"What do you mean 'why'?" Nathan asked, starting to get annoyed. "Because she's hot and she's nice."

"OK. And?"

"And?"

"Anything else you like about her?"

"Yeah," Nathan answered. "That she's different than most girls."

"How so?"

Nathan rolled his eyes. "I don't know. She doesn't…I don't know."

"Fall at your feet?" Dan provided.

"Yeah, pretty much," Nathan admitted with a nod. "She doesn't do stuff just cuz I want her to and she treats me like a person instead of like…"

"A star?"

Again Nathan nodded but he was fully annoyed now. "You know, I don't know why you're even asking me this when you seem to already know all the answers."

"I just wanted to see if I was right," Dan commented.

"About?"

"About why you're with this girl. She's a lot like Peyton."

Nathan didn't deny it so Dan continued. "But son, you look hard enough and you'll always find something of Peyton in any girl. But then, it's not really fair to that other girl, is it? Because she'll never be everything you want. She'll never be Peyton."

End of Flashback

His dad had walked away after that statement leaving Nathan to soak in his words. He'd scoffed about it but hadn't been able to deny it.

"It means," Nathan spoke, finally answering Brooke's question. "that I didn't fall for her. I fell for how she reminded me of Peyton."

"Shelly reminded you of Peyton" Brooke asked dumbfounded. "How did she manage that when they're nothing alike?"

"They're not nothing alike," Nathan countered. "Besides, you can always find something the same if you look hard enough," he added, repeating his father's words of wisdom.

"Ok, if you say so," Brooke replied unconvinced, but unwilling to argue over it. "But anyway, since I'm leaving tonight…"

"You're gonna miss Mouth's party," he finished.

"Yeah, that, but more importantly, I won't be here tomorrow."

"So? What's tomorrow?"

"Only the darkest day of Peyton's existence," Brooke stated in a huff, furious that he had to ask. "Don't you remember last year?"

–––––

Nathan wandered the halls, wondering what to do with the information Brooke had so blatantly reminded him of. Did he remember last year? Of course he did. How could he forget? The exact date might have slipped his mind but nothing else.

He'd barely been with Peyton a month at that time, but forever burned in his memory was how completely ballistic she'd gone on him, Brooke and anyone else who crossed her path. He hadn't known what the hell was up until Brooke had told him about her mother and how upset she became every year on the anniversary of that horrific day. Peyton herself hadn't told him anything until much later.

He couldn't believe Brooke was leaving him to deal with this. Why him? What was he supposed to do? Peyton wasn't even talking to him.

But he couldn't just ignore it. He had to do something. But what?

It came to him when he came upon the tutor center and spotted Haley inside. Admittedly it should be Lucas he spoke to, but he couldn't bring himself to do that. Maybe he could just get Haley to pass along the message to Lucas. Maybe that way it wouldn't feel so much like he was pushing Lucas even closer to Peyton than he already was.

But essentially that was exactly what he'd be doing even if it was through Haley. And it would kill him to do it. But he had to, for Peyton's sake. Somebody had to be there for her tomorrow and it couldn't be him. For all his own issues with the guy, Nathan could at least acknowledge now that Lucas genuinely cared about Peyton. And that's what she would need... someone who cared about her, someone she liked and, most of all, someone she trusted. With a deep breath for courage, he opened the door and slipped inside.

Haley glanced up when she caught someone approaching her from the corner of her eye. She was surprised to see Nathan standing in front of her. "If you're looking for Mouth, I think he left."

"Actually, I was looking for you," he revealed, taking her even more by surprise. "We need to talk."

A/N: I know you guys probably want to shoot me for the lack of NP. They'll get there, I promise. This chapter though, I wanted to show how both are willing to kinda sacrifice their own happiness for the benefit of the other.