Hello, here's episode five. I hope you enjoy it. Read and leave a review please. I am always so appreciative to see what you guys have to say. Thank you all for your patience; I'm really hoping this year goes better for my writing and I can update a few more times.

S2E5: Babe's Boys

Henry is jostled from all sides as he wanders down the street, looking around to find the next landmark described on the instructions he's reading. He has no idea how he's supposed to pick out one building from another in this city; they're all really tall and grey. Thankfully the huge purple banner announcing the entrance to his destination is fairly easy to spot once he's close enough. He makes it through the grand doors and looks at his phone for the next direction. If you get here quick enough, we're in pre-calc, room 907. If not, I'll call you to help you get un-lost. -Kenzie

"Great," Henry mutters. He looks around for a map or something to help guide him.

The less than prominently displayed map of the building is no help at all once he finds it. There are no detailed representations of any floors but the first. All it gives him of help is that the number 907 is on the ninth floor. He wanders down the corridor in search of the elevator.

He enters the elevator alongside a group of three chatting girls. One of them eyes him as the doors close. "I haven't seen you around before," she says to him. "Is this your first semester?"

"Uh, no," He says awkwardly. "I-I'm not a student. I'm just picking up a friend for her birthday."

"Ooh, that's sweet," another of the girls says. All three of their attentions are on him now.

"For her birthday? Is this your girlfriend? You're surprising her?" the first girl asks, twirling a long piece of her dark hair and batting her eyes.

Henry hums unsure, "Well…" He laughs once uncomfortably. "It's complicated. I'm not sure what we are exactly."

"Ooh, sounds interesting," The third girl says. "So, you're here to DTR and make it official?"

"Um… I don't know what…" he begins confused.

At this moment another guy joins them in the elevator, with stately swagger in his step. Henry is relieved to have him butt into the conversation. "Excuse me ladies, mind if I squeeze in with you?"

"Hi Conner," the third girl greets.

"Good morning, Trini," he returns. "How are you this morning? Tell me you three didn't corner this guy for your torrid games."

"Ah!" the first girl exclaims in an over dramatic fashion. "What an accusation!"

The guy looks pointedly at her. "I know how you are about guys you find attractive, Janelle."

"Your one to talk," She shoots back. "You've been on about your 'Perfect Beauty' for how long now? Chasing her like a starved dog."

"She is more than perfect," he says, straightening to show his lack of embarrassment. "She is a paramour, a beautiful angel; she is my inamorata. I'm going to make her mine."

"You've been saying that for months," Trini berates. "But you haven't even gone on a date with her."

"And you know she's turned down like every guy who's asked her out for months," the second girl says.

"None of those imbeciles understand her like I do," Conner defends. "They're all too eager in their pursuit of her. She wants to be wooed. I'm taking my time to court her, so I will succeed."

"Oh my god," Janelle snorts.

"Is she who this is for?" Trini asks as she grabs a velvet box that's sticking out of the pocket of his bag. The long box of purple velvet is labeled in some fancy golden script. "Woah!" Her expression grows more impressed when she opens it to find a jewel laden necklace. All three girls "oooo!" at it.

Conner takes it back from her delicately and closes it. "It's her birthday; and this is the first step in me finally winning her completely."

The elevator reaches level nine and Henry, having stood awkwardly through the conversation is happy to be able to leave the elevator. "Um… I need to get off here. Excuse me."

"As do I," Conner says, stepping out with Henry. "Goodbye girls. Next time you see me, I will have my swain in my arms." He turns away. Henry is a few feet ahead, looking at classroom numbers as students begin flowing out of them.

"Wait, it's her birthday?" the second girl asks curiously before the elevator door begins to shut. "Oh…You two aren't…?" they don't hear the rest of her thought. Not that either boy is paying attention.

Trini speaks up more loudly, "Oh, I've got to see this." Then all three girls are after them.

Henry searches through the crowd hopefully. The classroom numbers indicate that she has to be close. He grins in relief and excitement as he spots her. Her back is to him, but he recognizes her hair, there is a Danger pin on her bag and Kenzie is standing opposite her.

Kenzie meets his eye and smirks. She nods in his direction, saying, "Hey Babe, I think someone's got a birthday surprise for you."

Babe says, "What?", turning around. Her eyes go wide and she flushes happily, speechless.

"Hey…" Conner says.

Babe ignores him. Giving her surprised cry of delight over his word, "Henry!"

"Happy Birthday!" Henry says, as she leaps into his arms.

"Oh my god, I can't believe you're here!" Babe enthuses. Henry sets her feet back down on the ground, but she keeps her arms over his shoulders and around the back of his neck. "Why didn't you tell me you were coming?!"

"That would've ruined the surprise," he explains, smiling at her face inches from his. "And planning a time to come rarely works out for me."

Babe laughs and says, "Well, at least you made it this time."

He smirks embarrassed. "I was supposed to fly in yesterday." She laughs even harder, hands dropping to his chest as she leans against him. He can't help but laugh too, hugging her.

"Wh-what…?" Conner stutters. Henry glances at the guy standing flummoxed a step away.

"Oh, this is awkward," Janelle mutters.

"This explains a lot," the second girl from the elevator says.

"What's up?" Babe asks, looking at them confused.

"Oh," Kenzie draws out the sound. "That is a little awkward."

"What?" Babe asks her.

Henry puts it together, the fancy necklace, the conversation in the elevator, and the look Conner is giving him now. "Mmm," he hums feeling awkward.

"Why did everyone just get all weird?" Babe asks, glancing at them all with an oblivious grin, which only widens as she turns back to Henry. "Henry just showed up to surprise me for my birthday. This is fantastic!"

"Uh, we didn't know you have a boyfriend," the second girl from the elevator says.

"A hot boyfriend at that," Janelle seconds.

"Huh?" Babe blushes, now feeling awkward too and glancing back and forth from Henry. The awkward feeling only grows, Henry blushing brightly. "Right…uh…well…Henry is…"

"Yes, Henry is really attractive; and yes, their relationship is an intense, over the top, rollercoaster mess," Kenzie says.

"Kenz!" Babe protests.

Kenzie sighs, "I'm going to class. You two" she pushes Babe and Henry, "…should go to lunch or something. Just everyone, walk away."

"But-!" Conner protests.

Kenzie cuts him off, still pushing Babe and Henry down the hallway. "There is no way to solve this that isn't messy. So, let's just avoid it."

"Lunch sounds good to me," Henry nods. "If you don't have other classes, Babe?"

She shakes her head. "I'd love some lunch. Where to?"

"I could call us a Zipper car," he offers. She laughs. They walk off quickly down the hall; Henry can feel Conner's jealous glare following them. Kenzie waves him her thanks when he glances back.

(Theme Song: "It all just kind of happened," Henry says, rubbing his face wearily. "I helped end a killer and now his victims haunt me. Every time I win a battle, I end up with more problems. Whatever happened to happy endings and victory celebrations? My life is seriously nothing but Danger… the music of the theme song over lays his voice. The scene cutting to the credits…)

Henry laughs and takes a sip of his almost empty soda cup. Babe stares at him, eyes sparkling with delight as she stirs the straw in the dredges of her own drink. "You were right, this food was delicious," he says.

She chortles. "I've lived here forever, did you think I wouldn't know where to find good food?"

He raises his hands, "All right, you're right. It just, from the outside, it kinda looks like... well, it looks a little rough."

"That means it's authentic," she says. "And way better than some chain restaurant."

"Sure, of course," he nods acquiescent. "So does that mean they make good dessert?"

"Pretty good. But I also know the best Mom and Pop bakery, just a couple blocks from here that's even better," she says.

"Ooo," he says. "Well, your birthday, your choice. I'll go pay the bill and then you can show me to this bakery."

After paying he turns back to see two guys standing close to her, her against the edge of the table. She is smiling politely and talking with them. Henry walks back over, a little concerned by the guys' eager mannerisms. He catches only the end of the taller one's words to her. "…a real great time."

"Oh," she responds uncomfortably. "Actually I…"

"Ready Babe?" Henry asks, brushing between the guys to reach for her.

She takes his offered hand, saying, "Yes, Henry. Excuse me; we'll talk some other time, Jax. Nice to meet you, Marco."

The two get out the restaurant door before Henry asks her, "Who were they? Friends of yours?"

"I went to high school with Jax, the other guy is his roommate or something. Jax was eager to introduce him to me, wanted me to go hang out with them. I'm not sure what it was all about, but they were persistent, even after I told them I already had plans with you." She shrugs it off. Taking his hand as they move through the crowds of New Yorkers. "Anyway, we spent all lunch catching you up on my life. Now I need to hear about you. I know you've got a lot to tell, and you haven't said a word so far."

"About what?" he deflects.

She glances incredulously at him. "Uh, Ray. Your broken head and such. You were in a coma. The Shadow Man… er, Blackout? And blackhole and ghosts? All the things you refuse to really elaborate on in our text conversations."

He slows for a step and doesn't respond for a long time. "Those aren't real pleasant topics."

"So?" she says. "You're gonna catch me up on you while we have dessert."

"Babe," he says in protest. It dies as she pulls him into the most deliciously scented little shop. "Woah!" he comments.

She smirks, "Yeah, I told you!"

They soon find themselves at a little table on the patio with a small pile of pastries between them. The first bite of eclair melts into Henry's tastebuds and Babe says, "Okay, talk," before starting with a raspberry turnover.

He sighs and puts down his éclair. "Babe, it's your birthday and I'm not going to ruin it for you."

"How does telling me what's happened since I last saw you ruin my birthday?" she asks.

"Because it's terrible, crappy stuff," he says. "Villains and black holes aren't birthday talks."

"But it's over," she argues. "You stopped Blackout and saved the world, or at least Swellview. And Ray's back; which, how did that happen?"

"Yeah, Ray being back is great. I mean, he's as stubborn and selfish and as irritating as ever; and he and Lil' D never really get along. But, it's a miracle to have him back and I love that he is," Henry says.

"And the rest…?" Babe prompts.

"The rest sucks," he answers. "Being in the past doesn't mean it doesn't suck."

Now she sighs too. "Henry, I know it sucks. But, I don't care. You know you can talk to me about anything; amazing, or terrible, or whatever. That's part of this," she gestures between the two of them.

Henry leans back in his chair. He runs his hand through his hair. Misty figures float by. He shakes his head to clear them. "Look, I know you want me to tell you everything. I know I can trust you," he assures. She frowns disappointed, seeing his direction. "It's your birthday. Today is about you; giving you the best day. I am not going to tell you about it all today, okay? Ray is back and it's amazing and wonderful. My head is… I'm getting there. I'm good, okay? That's all you need to worry about it today."

She broods at him. Her response only coming after she's had a long, disappointed stare at him. "You complain about Ray, but you're pretty stubborn too, you know."

"I have been told that many times." His mouth quirks up.

She's still glaring but it's mixed with her own smile. "You're lucky I like you so much. So, we can talk about it later, when it's no longer my birthday? Like tomorrow?" he rolls his eyes. "Hey, I'm stubborn too. You want to make it a competition?"

They stare unflinching at each other for a long moment. He grumbles, "Maybe. Maybe, tomorrow we can start talking about it."

She grins and says, "Good." Then goes back to her pastry.

Henry follows suit. "Mmm, these taste so good."

"I can tell you enjoy them by the amount left on your face," Babe teases. "You're like a toddler, frosting all over your mouth, and cheeks, and nose."

He wipes his nose. "Oh yeah? And what exactly would you call this?" he says, reaching over to wipe some jelly from the corner of her mouth.

She glances at his thumb then stares at him with a look he can't decipher. His intention to ask her what she's thinking never makes it past his tongue. She doesn't say anything either. She leans across the table towards him and reaches for his face. It doesn't go as he expects, she doesn't wipe the cream from his face, she kisses it off. It's not a long kiss and he's too shocked to respond for a long time after. She smiles, licking what's left of the frosting from her own lips. Henry huffs a short breathy laugh, blushing and smiling uncontrollably.

"It is hilarious how nervous you get about romance," She comments.

"I do not," he protests sputtering.

"Yes, you do," she says, leaning on her propped hand on the table. "Whenever you get flirted with, or anyone calls you handsome or attractive or anything like that, you get all flustered and embarrassed." He splutters more. She shakes her head, teasing, "It's adorable."

He sighs, shaking his head and getting his voice back. "I do not get nervous flirting with you. I happen to like flirting with you, a lot. And I like it when you kiss me out of nowhere. I am not flustered."

She smirks unbelieving at him. "Really?" she leans over the table towards him again. "That's not how I read it. Let me try again."

This time he's ready and kisses back. It's several long seconds before they separate, being startled by a glass shattering at another table on the patio. Babe sits back down, her smile wide and pressed. Henry's is as big, but he works out his jaw a moment before saying. "I wish we could do that more often."

She nods and shrugs, saying, "We definitely don't get together as much as I'd like."

Henry deflates, slouching back in his chair. "Yeah, that's my fault. I don't make enough time for you. I'm always late, or not making it at all." He rubs his head, glancing down and away from her.

Her smile drops a little. "Not just you. You've been here a lot more than I've been out to Swellview. I could put a lot more effort into this. I just keep letting other things take priority."

"Yeah, other priorities," he sighs. The silent moment that follows is melancholic on both ends.

Babe eventually stands and takes his hand. "Well, that's food sorted. Let's do something else. I don't get you to myself very often, so I've got to make every second count."

She leads him off the patio, passing a waiter cleaning up the broken glass. The young guy standing by the table, covered in spilled coffee, glares daggers at Henry as they leave.

(Commercial Break)

"How have you survived taking the subway every day?" Henry asks Babe as they exit the stairway back onto the streets of New York. "That was a terrifying experience. Why are there so many crazy people down there?"

She laughs. "They're not crazy, they're New Yorkers. You just gotta know how to handle them."

"How do you handle homeless old ladies shouting about demon pigeons and trying to eat the train railings? Or the seventeen guys that tried to ask you out or… um… molest you. Many of which were significantly older than you, some even old enough to be our parents. I don't think there is any way to handle all of that." He says.

She shrugs. "You get used to it."

He scoffs, "You might be a little crazy too."

"That helps," she concedes. "You gotta be able to match 'em to beat 'em. That and know a little self-defense."

He rolls his eyes and sighs. "It was kinda hot how you almost broke that guys hand when he grabbed you."

She snorts and sort of smiles, sort of scowls at him. "Hot? Really? And I'm the crazy one?"

"Call it a byproduct of my profession," he excuses. "And don't deny that you are also attracted to me because I can kick creeps' butts."

"I'm attracted to you for many reasons," she says. "Your job, which does not qualify as a profession by the way, is just one of your many great features. Though certainly not the main reason I am attracted to you."

He smiles and blushes a little but makes an effort not to get tongue tied. "Really? So, uh, what-what is? What is the main reason?"

She gives him the same look she had at the patio table before she'd kissed him. But she doesn't answer, turning from him and asking instead, "So, we've done the highlights tour, is there anything else you want to see?"

"Uh… I don't know. It's your birthday, what do you want to do?" Henry responds, following her down the street.

She hums thoughtfully. "I don't know, I'm up for anything with you. We could go shopping; I could take you to my place; or we could head to Game Shakers."

Henry tenses. "No!" He says immediately.

She raises an eyebrow at him, a glint in her eye. "What?"

He shifts guiltily and says, "Nothing. We can do whatever you want."

"Really? You wouldn't mind going shopping?" she questions, turning right in front of him, halting their progress down the street.

"Nope," he assures.

"Or going to my apartment?" she presses, stepping closer to him.

He flushes with a nervous chuckle and smile. "Absolutely would not mind."

She smirks mischievously, "And you would be okay with going to Game Shakers? Seeing what everyone else is up to?"

Henry shifts tellingly. "Um… I mean, I guess we could," he says, eyes flicking around for an excuse. "But, wouldn't you rather it just be us for a while? You said yourself we rarely get alone time together, so why would you want to go hang out at work? With the people you see everyday? Don't you wanna do something else?"

She gives him a knowing and amused quirk of her eyebrow. "We've been going for a few hours, I figured it'd be nice to go relax with some video games for a while."

He shifts more nervously. "Couldn't we do that at your place?"

"Mmm, yeah, I suppose. But Game Shakers has a much better set up. So why should we not just go there?" She questions with a playful tone. "It's not like there's anything happening there to keep us away, right? No one's setting up a 'not-so-surprise' party for me or anything."

"uh…" he draws out. His pitch raises even higher than it already is, he says, "Hmm? What? No. No. What party? I don't know what you're…"

She laughs, "Henry, I've known about the party longer than you have, I guarantee it. I've probably known about it longer than pretty much anyone."

"I- you know that's totally against the point of a surprise party right?" he gives up.

"Yeah, but they let Hudson know about it so…" she shrugs. "And Kenzie, bless her heart, is a terrible liar. I've known forever."

He shakes his head. "So much for the job of keeping you distracted. You want to go end their delusion of secrecy?"

She turns back to continue walking down the street. "Not yet. I'll wait until they're all ready and everyone's there."

"How considerate of you," he says, catching up with her and grabbing her hand.

"And I am going to take every possible moment with you I can get," she says.

He smiles, "Yeah. Good." She leads him through the city. "So, where are we going then?" he asks her after a few minutes of dodging through the crowds.

"Shopping. I could use a new outfit, seeing as I have this big party tonight," She answers.

"Ah," He utters. "Okay."

She huffs, mildly amused, and promises him, "We'll be quick. I just wanna try one place to find a fun dress. I won't torture you for long."

He raises his hands and says, "No, no. It's your birthday, we can do whatever you want."

His sense of masculine doom ends as soon as she comes out of the dressing room in a low-cut purple dress. "What do you think?" she asks, looking in a trifecta of mirrors.

"You look good," he says honestly. The way the fabric hugs her curves and flows as she moves makes his mouth a little dry.

She glances at him through the mirror and back at her own reflection. "No," she sighs unsatisfied. "This frilly neckline is too… frilly. It's cute but not what I'm going for." She rushes back into the change room.

Henry looks after her stunned. Another guy is staring at her from across a nearby rack of clothes and says, "Spicy gams! That dame is fine." Henry glances at him, the guy stares back, adopting a confused look on his face. After a minute, the guy slowly walks away through the racks of clothes, looking back at Henry occasionally. Henry avoids staring, though he can't help throwing a few glances of his own.

The next dress Babe comes out in is blue and sparkly. "Woah. Nice," Henry says.

"It's pretty," she says, twirling in front of the mirror. "But not right."

"It's pretty," Henry echoes. "It looks really good on you. What's wrong with it?"

"It's not right," she huffs, stomping back to try another.

Henry blinks after her confused. "What…?"

"Woo!" the exclaiming voice startles Henry. The same guy is back and he's brought a friend. It's the second talking. "I though' you were feeding me applesauce, Ed, but she is a sheba!"

"Yeah, finest I've seen in decades," Ed responds. "I really wish I could neck her."

His friend grunts and says, "'least we can take a peek, right?"

Ed groans appreciatively. They walk towards the changing room entrance. Henry stares at them, surprised. "You can't go in there," he finally speaks just as they're about to go into the changing room. "That's the women's dressing room."

They glance at him, then around the shop, before settling back on him. "Is he talking to us?" Ed's friend asks.

"I think so." Ed nods, staring at Henry.

"Yes, I'm talking to you," Henry says stepping between them and the dressing room.

The guy looks surprised. He stares at Henry but says to Ed, "But he's a liver."

"Excuse me?" Henry asks. The guy swipes his hand at him. Henry return swings to prevent the blow but never hits anything. His arm passes through the other guy's, and the other guy's hand moves intangibly though Henry's face and chest. Henry steps back alarmed as he processes the information. "What the…? Oh god," Henry chokes. His stomach begins churning unpleasantly. "Not ghosts. Not today."

"The one liver who can see us had ta be the one with the hottest dame we ever tried to sneak a peek of," Ed's friend complains.

Henry groans frowning and stepping further away from the ghost guys. He nearly jumps out of his skin when Babe runs up behind him, calling his name in excitement and grabbing his arm. "Woah!" She says, letting go. "What's wrong?"

Collecting himself is not easy. The anxiety the ghosts had sparked in him cools as he realizes it's Babe, but looking at her has his heart racing for another reason and he can't seem to utter a sound. He stares, open mouthed and speechless, at her.

"Hot berries," the second guy says. Ed echoes his appreciation. Both are beguiled too.

She looks perfect, the minidress looks better than anything he'd ever seen on her. The hot pink fabric hugging her curves down to her midthigh, up to a heart-shaped top with black lace going above that to her throat in the front. A break in the pink at the midriff is interspaced by the same black lace.

She frowns confused and concerned at Henry. "What going on?" He can't form any coherent response. She grabs his hand. "Henry?"

He tries to say something, but the sounds coming out of him are entirely nonsensical.

"Stay here. I'm gonna get back in my normal clothes so we can leave, okay? I'll just be a minute." She instructs him.

Once she's disappeared again Henry gets his tongue back. He exhales sharply, "Woo!"

"So hot," Ed says.

His friend nods and prompts, "We is gonna peep on 'er, right?"

"Absolutely," Ed says. Both begin to follow her.

"No! You can't go in there," Henry growls, getting in front of them. "Stay away from Babe."

Ed and his friend chuckle derisively. "We can dos whatever we want. How you goin' ta stop us liver?" Ed's friend says, walking into Henry.

Anger flares and the anxious swirling in Henry's gut solidifies. Instead of passing through Henry, the ghost rebounds in a dark flash. He clutches his chest and groans. "Jimmy?" Ed asks. "Wha's wrong?"

"That hurt," Jimmy says. "We're not supposed to hurt anymore."

Henry hurts too, a deep pain burning within. "Wha-what was that?" he groans in pain. He sits on the store provided armchair.

Jimmy stares back at him horrified. He is doubled over on the ground. Ed holds him, confused and alarmed. "What are you, liver?" Ed asks. "What'd ya do to him?"

"I didn't…" Henry's protest dies. He's not sure it's the truth.

"Let's go Jimmy," Ed says, lifting his friend. As he helps his friend get away as quickly as they can, he assures him, "You'll be 'right. We're ghosts, we can't feel pain. Whatev' this is, it'll go away."

Henry curls over from his own pain. He waits, confused and hurting until Babe comes back, carrying the pink dress. Taking in his appearance now, she drops the dress and runs to stoop down beside him. "Henry? What's wrong?"

"I-I'm…" He breathes, trying to hide how much pain he is feeling from her.

"You look terrible," she grabs his hands, her look of worry deepening. She presses a hand to his forehead like she's checking his temperature.

"I'm fine," he says. She scowls and scoffs. "It's noth…"

"Don't lie to me, Henry," she commands. "You're freezing and ashen. What happened?"

He gasps and tries to shake off the pain. "I'll be fine. Aren't you getting that dress?"

"What?" she responds.

"It looked so hot on you and you seemed so excited. Don't you want to get it?" He stands, not fully steady, but the initial intensity of his pain is lessening.

"I- you're hurt. We're not going to finish shopping. I can get the dress another day." She insists, trying to stop him. He grabs the dress from where she'd dropped it. "What are you doing?" she asks.

He walks towards the registers despite Babe protests. She stays at his side as he stubbornly ignores her and pays for the dress. "This was the whole point of going shopping," he says.

She sighs. "You are unbelievable." Then she takes the bag and pulls him out of the store.

She leads him down several city blocks. "Where are we going now?" he asks.

"My parents' apartment," she explains. They enter an old brownstone building. "It's closer than my dorm and you need to rest or eat or something." In the little apartment, she drags him into what must be her room and puts the dress on the dresser. He looks around, taking in Game Shaker, Kid Danger and motorcycle posters. As well as some items clearly originating from her younger years. "Now sit down before you fall over." She pushes him gently onto her bed.

"Nice blanket," Henry says, smirking at the brightly colored cartoon tiger. "I never knew you liked Lisa Frank so much."

"Tell me what happened," she requests fiercely of him. "Every time I came out of the change room you were worse. And that last time… well, you're still off color now. And you really are freezing." She wraps her hands around his.

He grips her hands back and uses the connection to pull her onto the bed with him. "Maybe I just need you to warm me up," he suggests, pulling her close.

She scoffs, but her tone gives her away, lifting in that excited, nervous way it does. No more convincing is her statement of "Flirting is not going to get you off the hook."

He kisses her. "Maybe if I keep trying?" he asks with faux innocence. Then he kisses her again.

She returns it eagerly. When they separate again, she says, "You're trouble, you know that?"

"You like it," He responds.

"Mmm… maybe." She kisses him quick. "Are you really okay?"

"Better by the second," he promises.

"I hope so." she initiates the next kiss.

He scoots them up the bed to a more comfortable position without breaking their connection. Both their hands find their way into the other's hair.

"You're right, we so don't spend enough time together." Henry comments as they break for air.

"Don't waste time with words then," Babe retorts.

They persist enthusiastically.

Babe runs her hands over Henry's neck and shoulders, she pulls away to note, "You are getting warmer. Your color is a lot better too."

"Told you," Henry says. "I just needed you."

"Mhmm," she hums thoughtfully, pushing herself up and off him. "But what happened in the first place? You said you were better from your coma and whatever else from fighting Shadow Man. You said you were good."

"I am!" He says. "It's not that. It was…" he struggles to find a way to explain in order to make her drop the subject. But really he doesn't even know what had happened, so coming up with a white lie or half truth isn't possible. "I'm good."

"Henry," she says dubiously.

He sits up, places his hand on her waist and kisses her again. "I'm good. It's nothing to worry about. So, let's not worry about it." He says, placing more, quick kisses on her lips.

"Henry," Babe chastises.

"Let's just have some fun," he coaxes.

"Henry."

"Babe," he begs.

"I know you're not okay," she gripes. "And I don't like that you're trying to hide it from me."

"Babe," he sighs.

"I want you to tell me. I don't care if it's my birthday; I'd rather you be able to talk to me about what's wrong than go to a party." She says.

"No, you wouldn't." He says. "Your party is going to be awesome; and I can't…I can't talk about it, not today."

"Can't or won't?" She asks.

He leans back on her pillows and says honestly, "Both."

"Henry," she breathes.

"I'm sorry," he mutters.

She lays her head down on his chest. "I'm just worried about you."

"I'm sorry," he whispers.

They lay together, breathing quietly. The atmosphere is much cooler than a few moments ago.

"You should get ready for your party," Henry mutters. She moans softly and after a little time gets up.

(Commercial Break)

Babe fusses over a few strands of hair that aren't falling quite right. At least they aren't in her opinion; Henry can't see anything wrong with her at all. Between her dress, her hair loosely curled in a waterfall over her shoulders, and the little details of things he can't explain in her makeup and accessories, Henry can't find a single flaw. He might be staring and is totally tongue tied.

The taxi they're riding in pulls up in front of Game Shakers. The building streams with lights. The party inside obvious even from the street. "They are so bad at the surprise aspect of this," Babe notes, sliding out of the taxi.

"Well, you can show them how it's done. They're going to be plenty surprised to see that you're not surprised," Henry says.

"That's the plan," Babe says. She grabs his hand and pulls him in the front door. She barrels the two of them into the room and shouts, "Surprise!" Startling many people around them and successfully grabbing the attention of everyone in the room. Jaws drop at the sight of her.

"Babe?!" Kenzie asks surprised.

"You're not supposed to be here yet," Trip seconds.

"Surprise!" Hudson shouts.

"This is my birthday party, isn't it?" Babe feigns innocence. "Why shouldn't I be here?"

"But… it's supposed to be a… surprise," Trip says awkwardly.

"Aren't you surprised?" Babe retorts.

"You're supposed to be the one surprised," Hudson tries to correct her.

"Am I?" she harasses.

"You knew? How long have you known?" Kenzie fusses.

Babe only smirks in response. "A long time," Henry supplies. "Apparently, you guys suck at keeping secrets."

They make small attempts at protesting. Babe laughs and interrupts them, "It's true. And does it really matter who surprised who? I enjoyed this way around. And it doesn't change the rest of the party, so, let's get it started!"

Most everyone cheers with her, Trip shrugs and Kenzie sighs. The music cranks up to loud and Double G starts rapping. Babe hits the dance floor, pulling Henry along with her; the other party goers follow suit.

Henry wants to enjoy the party; the environment is festive and the food delicious. Babe dances with him for a little while, but her attention is vigorously sought by the concourses of her party guests. She is pulled from one side of the room to the other, chatting with people. Trip, Hudson and Kenzie are similarly wrapped in socializing with their friends. Knowing no one else, Henry finds himself being a bit of a wallflower, drinking a wahoo punch on the fringes of the crowd and watching the goings on.

Mostly, his attention tracks Babe. She stands out from the crowd and is the center of its collective attention. It's almost disturbing and makes Henry feel odd to see just how many people are obviously infatuated with her. Like it had been on the subway earlier in the day, lustful eyes watch her; compliments and pick up lines are thrown at her from all sides; hands reach out to touch her, though the familiarity of these don't result in any potentially broken bones. Every new song Double G sings has at least three admirers lining up to ask her to dance, often more. So, she's got a different partner every few minutes. Still, she seems to have no idea of the magnetic affect she has.

Several people approach him, but the conversations tend to be short. They walk up, make a note about him coming into the party with Babe, ask him about his and Babe's relationship status, make a little other small talk and run off to find some other friend. Some are quite friendly, girls tending much more that way than guys; others are quite hostile.

As the time passes, Henry finds he doesn't mind being left mostly alone. The pain from his interaction with that ghost had waned for a while after having gone home with Babe. Now it's returning. The Game Shakers couches have been pushed to the edge of the room, and Henry finds it much more comfortable to tuck himself away on one while he watches the party.

"How 'bout we have some cake!" Someone suggests from the crowd; the dancing has petered out as the guests have become tired.

Trip and Hudson go to get the cake and come back a minute later looking a little panicked. "Uh, the cake will be ready in just a minute," Trip says nervously.

Kenzie looks suspiciously at them. "The cake should've been delivered hours ago."

"It was," Trip assures.

"What did you two do to my birthday cake?" Babe asks suspiciously.

"Nothing!" Trip's lies couldn't be more obvious.

"Yeah, it's fine," Hudson seconds. "It definitely didn't get sat on by Bunny and eaten by the rat I thought was a cat and brought inside."

Babe gasps, tossing her hands up in front of her face. "Hmm," she squeaks in disgust or anger. "You brought a rat in here?"

"I thought it was a cat!" Hudson says, stepping back from her timidly. Laughter springs up among the guests.

Babe stifles a little scream. "Kenzie!" She points aggressively towards the boys.

"I got it," Kenzie assures. She waves Babe away. "Start with the presents. Boys!" she turns and yells. The boys are already running away.

The rest of the party guests laugh more freely and gossip as Kenzie chases the boys out of the room. Babe walks the other way, in Henry's direction, with a click in her steps and grumbled complaints under her breath. He tries not to laugh. She is intercepted before reaching him.

A tall, very handsome, dark haired young man steps into her path. "Babe. Hi."

She stops immediately, leaving the several feet between herself and him. "Blake?" She asks surprised; not a smiling surprised. "What are you doing here?"

"I wanted to see you. It's been a while, and I know we didn't exactly leave things fantastic but I miss you and it's well past time we got back together. Don't you think?" he replies. He tussles his hair dramatically, giving her a charming look.

Her expression sours a little and she folds her arms. "No. I don't. I've told you we're not going to get back together." she shakes her head.

He steps closer to her, saying, "Come on, we had a little spat, but you've had time to get over it. We're great together." He reaches for her to pull her close to him.

She avoids the grasp looking more annoyed. "There is nothing for me to get over because I'm already completely over you. We are over."

"You've wanted me since the night we met," he argues, a little annoyance in his own tone though he is still trying to sound suave and confident. "And I want you."

She takes a step back, shaking her head as she says, "I might have thought you were cute. But what I want is a whole lot more than you're capable of giving me."

"What did I not give you?" he demands. "I took you on fancy dates, brought you presents from my tours, introduced you to my family. I loved you."

She shakes her head, "You only like me half the time. One day you were all over me and the next you'd blow me off, uninterested. You still do, trying to get me back, then not caring if I'm dead or alive as you date girls all over the country on your tours. You flip flop between whether or not you're into me every time we meet. And I'm done with it. I told you I'm not going to put up with it. I don't want you anymore. I want someone who is going to like me all the time. I want someone who will devote themselves to me; someone who wants me in their life always and who wants to be a part of mine. Not someone who expects me to be cool with them owning me on the rare occasion they decide I'm good enough for them."

He scowls for real now. "That is not what I think of you! I like you. I want you. I know we haven't always seen eye to eye on our relationship, but we can make this work. Give us… give me a second chance."

She rolls her eyes. "Blake, I gave you a second chance. And a third. And a fourth. I tried; I gave you so many chances, more than I've given any other guy I've dated. But we do not work. I know I tend to be a little dumb and desperate when it comes to cute boys, but I'm not sixteen anymore. You are not what I want anymore, and I am not going to bend over backwards trying to be what you want me to be."

"All I want you to be is my girlfriend." He says.

"You want a girlfriend, but you don't want me." She says. "And you are not what I want in a boyfriend."

Exasperated, he grumbles, "Babe!"

She steps back, raising both her hands with finality. "No, Blake. It's not going to happen," she says. "And you need to leave."

"Babe, come on," he tries.

"No. If you don't go, I'll call Bunny and Ruthless to see you out," she says. He scoffs. She yells, "Ruthless! Bunny!"

"Alright!" Blake grumbles, turning towards the door. "Happy Birthday, anyway."

Babe sighs. "He's gone, but keep out any other party crashers, please." She tells the bodyguards when they show up.

"SURE THING, BABE," Ruthless nods. He and Bunny race to the door, making sure Blake has left.

Babe finished her route to Henry. "Come on," she pulls him up. "Stop sitting out the party, it's time for presents and I want you with me."

"What was that about? Ex-boyfriend trouble?" Henry asks her.

"Yeah," she sighs. "Blake and I dated for a while. I thought we were in love. Took me a long time to realize how unhappy I was, how much more I wanted. He still not over it."

Henry scowls at the door Blake had exited. "We'll, you deserve better."

She smiles, "I know."

They join the throngs of party guests now lounging around the room. Chairs, cushions, and pretty much anything comfortable that can be sat on has be pulled in close. Babe sits on the trampoline, at the front of the group. At her persistent insistence, Henry sits beside her.

The stack of presents she has to open is picked through systematically. Soon Babe and Henry are surrounded by loose tissue paper, ribbons and wrappings. The gifts pile up on Babe's other side. She opens them, laughing with her friends and enjoying herself.

Henry enjoys watching her happiness. He loves the way she cuddles close to him. He wraps his arm around her, laying his cheek against her head. She turns just enough to kiss his cheek lightly. He gets several glares from the crowd, and he knows that a significant portion of the whispers being passed around are about him.

Babe finishes with the presents. She glows with you and gushes, "This is amazing, guys! Thank you all so much! This has been the best birthday!"

Just then, Hudson runs into the room and says, "I know what'll make it even better!"

"Not another cat-sized rat!" Babe shouts.

Hudson giggles. The lights go off. Henry flinches violently, retracting his arm from around Babe. "Henry?" she questions. Kenzie and Trip walk through the door carrying a mound of a cake topped with a conflagration of sparklers. The guests of the party 'ooh' and cheer. The Game Shakers start a boisterous melody of Happy Birthday. Henry does not join in.

The air gets stuck in his throat, his pulse accelerates. "Henry?" Babe asks again. "What is it?"

"I-i-I…" he stutters. "I-I'll be right back." He climbs up the platform behinds the trampoline and walks briskly out of the room.

"Henry?" Babe calls after him. The song ends, everyone is staring at Babe expectantly. She glances at them. "I'll be right back." She climbs up after Henry.

"Babe?" her friends question. "The cake." They say. "You have to make a wish."

She leans back down and blows out the firework candles. "There, eat the cake, have fun," she directs. "Just give me a minute." She runs after Henry.

He's pacing a well lit hallway, hands running over his hair and muttering to himself. "Just breathe… stay… stay… present… grounded… breathe…"

Babe struts as quickly as she can in her heels to him. She grabs his wrists, imploring him, "Henry, what is going on?" She watches the focus in his eyes flicker from far away to her.

He pants, screwing up his face as though in pain and grips her wrists back tightly. With much shuddering and choking he tries to speak. "I need you… I need… will you… please…"

"Henry?" she asks.

He squeezes his eyes closed. "Don't let go."

"I'm not going anywhere," she promises, her words jumpy and unsure. She steps closer and moves her grip um his arms. "Just talk to me… tell me what's wrong."

He shakes his head, breathing laboriously. He's hunching over, curling up defensively and Babe worries he might fall. She steps in right against him with a supportive embrace and their cheeks press together. They stay that way for several of the longest minutes of Babe's life as Henry regulates his breathing. Once he's stopped trembling she tries again. "Henry, are you okay?"

"I- still hate that question," he mutters into her neck.

"Yeah, we'll I don't like it when you're not breathing properly," she retorts.

"Sorry. I-I'm fine now. Thanks. Thanks for staying, for helping. You should- you can go back to the party now. I'll go get cleaned up." He straightens.

She keeps a grip on his arms, glaring incredulously. "No. No way. You do not get to just walk away from this. I want an explanation now. You don't just get to run away and have a freak out and then pretend it didn't happen."

"I'm not," he swears. "It happened, but I'm better now. I'm here, this is the present, this is real. So, I'm okay." His tone is at least as much self assuring as it about quelling her. "I'm sorry. This wasn't supposed to happen tonight. I'm sorry you saw that; I'm sorry to have pulled you away from your party, you should be eating cake."

"Forget about the party!" She chastises. "Forget that it's my birthday. Tell me what's going on with you. Why did you run out of the party? What was going on with you at the boutique? I want to know whatever you're trying to keep from me. I don't care if you think it'll ruin my birthday, I care way more about you than presents or cake." Stubbornly, with a sincere light behind her eyes, she holds his gaze.

He holds it back for several moments before looking away in despair. He steps back from her, arms crossing over his chest. "I want to tell you everything," he says, hardly louder than a whisper. "I know I can trust you; you've always kept my secrets and rolled with all the crazy events in my life. I want to tell you what's wrong; I'm sure you could make me feel better. But you don't deserve that."

"Excuse me?" She frowns, a little offended.

He glances at her sincere and desperate. You deserve so much better. You shouldn't have to put up with my crap." He shakes his head, looking away again.

"What does deserving have to do with caring?" She asks.

"It's not your problem. It's got nothing to do with your life. It might make me feel better, but it'll only hurt you. It's not right for me to do that to you." He feels like shrinking where he stands.

"It's part of my life because it's part of yours," she argues, stepping closer to him, trying to be gentle despite her frustration. "Sharing issues is what a couple is supposed to do."

His lips tremble. "Babe, we barely see each other. We have these intense meetings where we're all over each other, but most the time we're thousands of miles apart. How are we a couple?" His voice is quiet. Hers is nonexistent. She opens her mouth to protest but no words come out, he goes on. "We have separate lives, and we don't devote ourselves to each other. We both have other priorities that always come first. You deserve someone who will give you everything."

"Henry…" she chokes. The tears in her eyes audible in her voice, though he still won't look at her with his own teary eyes.

"You could have anyone you want. There are at least fifty guys in the other room who'd kill to have that chance with you; not to mention everyone else in New York. At least one of them has to be better than me."

"But I don't want them," she finds her voice, cracked as it is. "I want you."

"No, you don't," he whispers. "I'm just the cool superhero crush. Except I'm not all that cool. And one day you're going to realize you want more than I can give you. That'll just hurt us both; and I won't… I can't… I don't want to…"

"You're hurting us both now," she argues. "Talking like this! We're an intense, over the top, roller coaster relationship, where we're either thousands of miles apart or together and all over each other; and maybe that's not ideal. But I don't want anything more with any other guy. I want you, however I have to. I will put up with you being late and having to run out on me, however often I must. You are not Blake. You don't leave because you're bored of me. You like me at least almost as much as I like you.

"At least, I'm pretty sure you do. And if I'm wrong, then tell me now. That is the only way I can accept what you're saying. Tell me you're just trying to let me down gently and not being stupid and afraid. Because I know you are not a coward. If you don't like me anymore, if you don't want me, if you don't feel the same way I do, then look me in the eyes and say so." She gets right in close to him again, locking eyes with him. He tries to look elsewhere but flicks back to her every second or so. Nothing comes out of his mouth. "You can't tell me that. It's not true and you can't lie to me and say it is."

He huffs, on the verge of full on sobbing. "Babe…" he chokes. He steps away from her again, shaking his head. He can't form any response he thinks he should. He can't lie and he can't tell her she's right. The silence between them stretches. "…I can't…" he says. Immediately he turns on his heel and walks briskly away, down the hall and out the door at the end. Babe stares after him unable to come up with anything else to say either.

Henry only manages to hold himself together until he's shut the door behind him, then his knees buckle and he slides to the floor. He cries on the floor, completely aware Babe is doing so as well in the hallway he'd just left.

Next Episode: S2E6: New York, New Problem