Rating: K+

Disclaimer: Zenon: Girl of the 21st Century and all it's sequels belong to Disney – I'm just playing with the characters.

Notes: Thanks to Jess (J.L. Jordan) for the beta-reading and the insistence that I had to continue. You're brilliant, Jess!

Finally she was on Earth.

Even better, she was on here for a two-day stay with her Aunt Judy and Dasha. (And Commander Plank, even though it still felt weird for her to think of him as family.) And then the highlight of her trip began – visiting Proto-Zoa for a week.

There were very few things Zenon enjoyed more than catching up with an old friend. And if this particular old friend just happened to be much cuter than all of her other friends, not to mention talented major…

Well, it wouldn't be her fault if she had just happened to develop a crush minor on him in the past couple years, right?


Grinning to herself as she wove through an almost excessive crowd with her tote bag slung safely over her shoulders, Zenon Kar looked around and bit back a laugh. Now this was what it was like – she did love her spay-stay, but Earth was where all the action was. The excitement. The people.

The fun.

Humming Proto Zoa's new song under her breath as she wandered through the landing pad with no real sense of time or what her destination would be, she stopped short as she saw a group of teenagers placed around some sort of floating zap-pad. Tilting her head to look at it – it was odd major: an orange floating zap-pad zooming around – she frowned.

Now that was interesting.

Moving closer to get a better look, she stood on her toes and tried to get a glimpse at what was making all the people fuss over it. It had to be fairly stellar – maybe they were testing out some sort of new zap – pad so she could actually talk to Nebula while doing things like schoolwork?

Now that she would definitely pay money for. Large amounts, if it came to that.

"It's Proto-Zoa!" The brunette girl a few feet away from her gave a loud screech that made her friends all echo her exclamation. "Cassiopeia, do you think he'd give me his autograph? That would be stellar to the tenth power!" She turned to grip hands with her companion and as if on cue they let out squeals.

Zenon gave them a quick, precursory look before turning her attention to the group of screaming girls. It was Proto-Zoa, she realized as she caught a glimpse of his familiar face. He was here and probably to pick up her, since there was no other reason for him to show up at a small shuttle landing.

Ignoring the giant grin that came to her face and the butterflies that started to dance back and forth inside of her, she took a step forward. Shoving her way past all the annoying girls – was she ever that ridiculous? – without as much as an apology or a nod, she made her way through the throng of people.

And saw him.

Another grin coming to her face – and why was she feeling so silly?- Zenon waved at him; a pleased look coming to her face when he noticed her and gave her a quick smile.

"In a minute, love!" Looking at her again with another cheerful smile, he signed one more piece of paper and detached himself from his hanger-ons. She could hear him apologising to them all as he wove his way through the girls, keeping his eyes locked on her the entire time. It made her cheeks warm and she almost wanted to look down; to break their stare.

She groaned as she realised just what was happening. Somehow she had lost her mind between the spay-stay and Earth, and if the tumultuous feelings in her stomach and her throat were any indication of what was going on, she was doomed major.

"There you are." His cheery British accent greeted her as he strode up in his customary style: a dark red shirt with glittering dragons over it and black leather pants. Definitely some Chinese influence – his tour there over the winter must have thrilled him.

It would have thrilled her, too, if her parents would have let her go.

"Hey!" Zenon shook herself out of whatever sort of trance she was in and flung herself at him, laughing. "It's so fabulo you were able to meet me! I thought Lester had wanted you to play that charity banquet in San Francisco." She held on to him for a moment longer that was really necessary, enjoying the ways his arms tightened around her and his chin nuzzled against the top of her head before gradually letting go.

But she didn't have a crush on him. Weren't those supposed to suddenly disappear the second you turned eighteen? Because crushes were supposed to be something that disappeared once you hit eighteen, and now was not the time to decide that they'd stick around until she turned ninety.

Proto-Zoa shook his head at her. "Now, now. Zenon, don't you know that I never disappoint my friends?" He flashed one of those smiles that made millions of teen girls swoon at her, and she just blinked up at him. Vega Omega, this would be so much better if she could actually talk.

Zenon finally tilted her head and nodded, brushing away a strand of short blonde hair away from her face as she did so. "I should have known," she started, giving him a beaming smile. "But I thought that Lester might have forced you to play." She suddenly realized they were surrounded by cameras flashing and teen girls screaming at him, and automatically took a step back.

One of the first rules with being friends with the most popular singer in the galaxy: remember at all times there are reporters around, and they probably are going to publish your picture in some trashy magazine as 'the first seen pictures of Proto-Zoa's new girlfriend!'.

"Come on, let's go. I'm supposed to drop you off at your Aunt Judy's by seven." He took her arm in his own and called over his shoulder, "Oi, Lester! We're leaving now!" Steering her away from the reporters who were all snapping pictures at lightspeed and yelling to them, their voices fusing into some production that was more musical than not, Proto-Zoa put his arm around her protectively.

"When I say go, I want you to take my hand and run for it. It's the only way we can get away from everyone – one of the unfortunate side-effects of being the most popular star in the galaxy." His tanned face flashed a grin; he wasn't too horrified at all about these unfortunate side-effects.

Except maybe this one, since he had complained about it endlessly since he had released his holo full of his greatest hits and his popularity had hit the moon.

"Got it." Zenon smiled cheerfully at him, her eyes then widening as several girls all began hissing at her. Not that in was new in any shape or form; she had been getting it a lot since she and Proto-Zoa had begun to see more of each other. But the girls and the press still went into hysterics over it all.

The second rule of being friends with a famous rock star: accept that you'll be shunned and hated by the teenaged girls who actually believe you're Proto-Zoa's new girlfriend. And if it gives you a headache major, try not to be seen with said man in public.

"Go." As soon as he whispered the words he grabbed her hand and they both ran together towards a roped off section about a hundred feet away; his long legs moving much faster than her short ones. When Zenon heard screams again from behind her she almost turned to look, but became distracted when Proto-Zoa tugged on her hand. "Ignore it."

Zenon made a face but followed him, skidding to a stop when he suddenly paused. "In!" As he muttered the words a black hovercar slammed to a stop in front of them, the door opening to show his manager, Lester, sequestered in the front seat.

"We need to get Zenon to her aunt's house, Lester." Proto-Zoa gave Zenon another stunning smile as he offered her his hand; helping her into the backseat before sliding in next to her. He shut the door and looked askance over the crowd of teenagers swarming there way over to the car, but didn't close the window until his zap-pad flew safely into the car as well.

Lester inclined his head and put it in reverse, switching on a 3D-CD before bringing the car up several feet and slowly moving forward. The heads of everyone flew past them as they drove along, and Proto-Zoa began to wave to all of the girls again. A collective shriek started so loudly that Zenon could hear it from where she was sitting, and Lester shook his head.

"They're all insane," he murmured. "They're all completely insane." Zenon gave a quick smile at his words; it mirrored what she had been thinking for a long, long time. Hero worship to that extent was scary major.

"What?" Proto-Zoa gave another wave before turning his attention to his manager. "Honestly, Lester, it's perfectly normal for them to like someone as fabulo as me." He raked a hand through his short blonde hair and smiled in satisfaction.

The third rule of being friends – or more, a voice inside Zenon whispered – with a famous rock star: being vain is part of a normal deal for them. (Or at least for him.) Accept that or live your life being annoyed by their complete primping and smug attitude.

She had opted for the first choice a long time ago.

Lester just shrugged from the front seat; Zenon was getting the distinct impression that he wasn't happy about something. Probably not getting Zoa to agree to that charity concert.

And being relegated to chauffeur probably wasn't making him thrilled major, either. It wouldn't surprise Zenon, since chances were a job description for manager didn't include 'chauffeur your rock-star charge and his nineteen year-old friend all around the city'.

Although from what she knew of Proto-Zoa's lawyers, that idea wasn't out of the question. She had seen the contract the spay-stay had signed to get him to play there – it wasn't the shortest document signed in the history of the galaxy.

"Well, darling, here we are." Proto-Zoa gave her a cheeky smile as they pulled up in front of Aunt Judy's house and Lester lowered the hovercar to a height where she could get out without breaking her neck. "I'll see you soon, okay?" He gave her a hand a squeeze before letting go and surveying her with intense brown eyes. "And maybe –"

Zoa cut off whatever he was going to say in mid-sentence and shook his head instead. "I'll see you soon, Zee." He gave her another smile – and her heart was still beating like she had just spent a day playing space ball – and loosely hugged her.

The fourth rule to being friends with a famous rock-star: if you felt like you never wanted to go when you hugged said star, chances were you were definitely going to have to evaluate how you were calling him a friend.

Especially when he would kiss your cheek and then let go; smiling almost rakishly.

"Yeah. Bye." Zenon's voice sounded breathless major to her own ears, and she slid out of the car and onto Aunt Judy and Commander Plank's yard with legs that were trying to give out. Waving to both him and Lester, she kept her eyes on the car until it had finally left her sight.

And to think that in two days she would be spending a week with him in Nova Linda.

Zenon's cheeks red at the very idea of being alone with him for that long, she turned and began the slow walk up the yard, smiling to herself in a way that would make her friends laugh and whisper knowingly if they could only see her.

"Zoom, Zoom, Zoom…" As the familiar sound of Proto Zoa's alarm clock woke her from her sleep – like it had been doing every morning for four days now – Zenon Kar made a face and whimpered. She did love Proto Zoa and everything, but the fact that he had an alarm clock that was loud enough to be heard in every single room of his fourteen room retreat was inky major.

Who wanted to be woken up every morning at nine? Maybe world famous rock stars and insane managers who rarely slept, but not her. She was a growing girl who deserved sleep. Because sleep was stellar.

Yawning, she sat up in her bed and looked around the room. Despite having her curtains drawn and the door shut, the sunlight had still managed to filter through somehow, casting patches of light on her walls and floor. It brought a cheerful feeling to the room that would have made her smile if it weren't nine in the morning – as it were, Zenon just blinked, winced as her eyes hit upon more light than they were prepared for, and then rolled over.

Blegh. She should probably get up. They did have a lot planned – some sightseeing, some quick shopping at a nearby town so Proto Zoa could get a present for Lester's fortieth birthday party – but all of that paled next to the idea of getting some more sleep.

The second wave of noise started, and she suddenly heard a crash and then an abrupt stop to the music. A laugh followed it, and Zenon smiled to herself. Out of all Proto Zoa's eccentricities, this was the one that always made her grin: a tendency to throw his alarm clock against the wall every week or so.

"Zenon, love! Time to wake up!" A knock on her door and a cheerful shout made her laugh and then sigh immediately afterwards. Guess she wouldn't be getting some more sleep, then.

With another sigh, she sat up again and slowly got of her bed. She had only been here five days, but she already knew that the bed was one of her favorite parts of Nova Linda – it was gigantic major, with fluffy pillows and a mattress so soft it made her sigh in delight everytime she got on it.

"Zee?" There was another knock on her door and she smiled, her head coming up to rub at her eyes as she yawned. Okay, it was time to wake up. Now.

"I'm up. Gimme a few minutes!" Wandering over to the giant wardrobe that was holding her clothes, she paused before it. What to wear ..? Her forehead crinkled up as she considered her options; being half asleep was more of an issue to her judgement that she would have thought. Yesterday she had automatically gone for the nearest outfit, realising only after she had put it on that lime green and bright yellow just wasn't one of those combinations she wanted to try.

After a minute she finally decided on a bright top and a pair of jeans that she had never worn before – in her mind she categorized all clothing as being either 'spay stay' clothes or 'Earth' clothes. Jeans were obviously in the latter category.

Right. Clothes on. As she looked at the clothes in confusion, Zenon sighed. Mornings were never a fun time for her.

Pulling off her nightclothes quickly, she put on her new clothes just as rapidly. Her hands skimmed over the buttons on her shirt as she put it on, and after a moment of thought, she grabbed a hairbrush and began the daily task of getting her hair in order.

Once it was brushed and cute – her? Have ugly hair? Not an option – Zenon smiled into her reflection and nodded to herself. "You look stellar," she told the mirror in a fake British accent. "Completely stellar, Zee." As soon as she had said the words she laughed; pretending to be Proto Zoa flattering her was something she only did when she wasn't fully awake.

Or when she had too much sugar.

Zenon shook her head into the mirror before she yawned again. "Okay, I need coffee right now. Coffee and breakfast." Blowing a kiss into the mirror and smiling at her reflection again, she turned and walked away.

Yeah, that's it. Just walk away from the mirror, since it's obviously a dangerous thing to be in front of at the moment. She did not want Proto Zoa to hear her exclaiming over her reflection in an accent like his. It was one thing to do that when she was alone in her room at home, but definitely another when the man was in the same house – and could possibly have been a foot away.

Zenon smiled to herself as she opened the door and stepped out into the hallway. There was a long line of pictures on the wall – most of Proto Zoa himself, although she was pleased to admit that there were a few others too… Including several of her – and a long path leading to the living room.

And there was where he would be found. He had a coffee pot, a microfreezer, a giant 3D-TV, and a fabulo view of the woods. What more could anyone possibly want?

She shuffled down the hallway slowly, her legs moving more slowly than her brain wanted them to. Or maybe it was the other way around – all Zenon really knew at the moment was that she really wanted to be back in bed.

Or kissing Proto Zoa. One or the other.

"Hey!" Proto Zoa's deeply tanned face turned towards her as she slipped into the room, yawning as she did so. "Sleep well, love?" He gave her a smile that made Zenon want to laugh or giggle or something… Her crush on him was now well-established major.

"Yeah." She dipped her head in agreement before straightening back up and falling gracelessly onto one of the white chairs spaced around the room. "I'm sleepy, though." Another yawn finished up her sentence, and she gave him a sheepish smile. "Very sleepy."

"Of course you are." Proto Zoa gave her a sympathetic look and a quick nod before turning his attention back to the scenery of Nova Linda. Zenon frowned in annoyance for a second – what would it take to get his undivided attention? - before shrugging mentally and getting up from her chair.

"It's such a stellar view, Zoa." She moved closer to the window, her eyes lighting upon a multi-coloured birth swooping over the trees. She smiled. "No wonder you love to come here so often."

Proto Zoa smiled, but kept his eyes on the trees. "It's so beautiful here," he mused in a quiet voice. "It's nice to get away from the fans once in a while and spend time with the people that really mean something to me."

Zenon smiled but stayed silent. This was a side of Proto Zoa that rarely came out, and she enjoyed seeing it. And if she were feeling any more hopeful that she already was, she would try to take his comment as meaning something and not an off-hand remark.

But she'd rather stand next to him and watch the sky – and rivers, and trees – instead.

"Having fun?" Wandering over to where Zenon was perched on a balcony railing, Proto Zoa smiled. "You look bored." Coming up behind her, he put his arms on either side of her and put his head on her shoulders. Zenon smiled at the gesture, turning around slightly and shaking her head up at him.

"I'm not bored. Just thinking." It was an odd statement coming from her, and she saw Proto Zoa's look of concern out of the corner of her eyes. Answering his unspoken question, she smiled up at him. "I'm fine. It just feels weird to be seeing the stars like this."

"Yeah." He nodded and smiled, a hand reaching up to play with her short blonde hair that was falling all around her face. He smoothly tucked a strand of hair behind her ear and let his hand linger against her cheek for a moment longer that was necessary.

Zenon bit her lip and willed herself not to blush as he smiled over at her again. Blushing right now would not be good – if she blushed, he would undoubtedly notice. And when he would question her – because he would – she would have to do something drastic to make him stop.

Like kissing him. That could be drastic enough. But it would also let him know for sure why she was red, and since she had another ten days at Nova Linda, that wasn't such a stellar option. She really didn't want to spend the rest of her trip avoiding him and having him avoid her.

So she didn't blush.

"It's beautiful." Zenon gave another smile and leaned her head against Proto Zoa's chest, her attention on the sky more than anything else. There were dozens – perhaps hundreds – of stars flashing in the night sky, twinkling as if they knew everything. It made her wish for just a moment that she was at home, drifting past the stars and seeing them from where they were meant to be seen.

"Isn't it?" Proto Zoa's warm voice lulled her into a trance-like state, and she reached up to brush the palm of her hand down his cheek. His breath caught and held.

"It really is," Zenon gave him a brilliant smile and tangled her fingers with his, playing with his hands as she watched the sky. "I don't know how you could ever stand to be away from here." And it was true – the beauty here took her breath away so easily. It wasn't the pure beauty that she would find up in space, with everything in shades of black and white and gold.

Here it was wild and teeming with everything. The smell of the flowers blooming all around his house, the birds that would fly over their heads every morning in a brilliant flash of red and blue, the sight of his small pond that always had wildlife in it …

For the first time in her life, Zenon actually understood what her Aunt Judy meant when she said that she couldn't leave Earth. It was so beautiful here. So different from how it was up on the spay-stay, where the closest thing they had to life like this was simulated environments that everyone could tell were fake.

She was beginning to realise why Nebula had refused to come back from her one-semester trip to Hawaii. If it were anything like it was here …

"I have to be." Proto Zoa's voice was wistful, and when she turned to look at him his face held a tinge of sadness. "I'm what makes Microbe popular, Zee. And I can't disappoint my fans again – not like I did the last time."

A different Proto Zoa from what she usually saw, and Zenon paused for a moment to consider what she should say. Somehow she knew that if she said the wrong thing – and although she wasn't as bad as, oh, Margie, she knew it happened occasionally – she wouldn't see this side of him again for a long time.

"Yeah, and that's stellar. But everyone knows Microbe has been losing it's appeal, so in a few years…" Zenon let her sentence trail off as she saw a spark flare up in Proto Zoa's eyes; automatically, she shrank back slightly.

Except that definitely wasn't the way to go, since there was nothing between her and thin air. Right. It wasn't a good idea to fall off the balcony.


Swinging her legs over the edge of the balcony, Zenon felt relieved when she was back on firm ground. She knew without a doubt that Proto Zoa would never hurt her – but that didn't mean she wanted to be stuck between an angry rock star and a ten-foot fall onto the trees.

"What do you mean, 'Microbe has been losing it's appeal'?" Proto Zoa's voice had lost the lazy quality from earlier and took on a sharper element. Zenon turned to placate him somehow, and winced as all the anger came to his face.

Right. This wasn't good.

Holding her hands out to him, Zenon shook her head and said quickly, "Proto Zoa, I didn't mean it like that. I just mean … Well, everyone knows Cosmic Blush has been outselling Microbe … It's just…" It didn't seem to help much, she realised as she looked into his eyes.

No, it really didn't help at all.

"Do they, now?" His accent was coming through more thickly than she had ever heard it before. "And who knows this? Everyone?" Zenon took a deep breath and opened her mouth to say something – not a something that would work, but something – and he suddenly turned around and stood facing the brick wall.

"No. Zoa, look – " Zenon reached over to him and laid a hand on his shoulder for a moment. When he didn't move or yell or anything, she continued, "It's just a natural part of fame. You'll be popular and then you won't, and –"

At his sharp intake of breath, she realised that had been exactly the thing not to say.

"Popular?" Slowly he turned and faced her; his face dark and angry. "Zenon, love. You do not know the meaning of the word 'popular.' I'm not only popular. I'm idolised. Adored. Loved." His voice grew lower with each word, and Zenon took an automatic step back.

That was too close. Definitely.

"Of course you are. You're stellar, Proto Zoa. Microbe is stellar. I'm just saying that…" Zenon closed her mouth with a sigh. What precisely was she saying? She knew what she was thinking – Proto Zoa was upset and it was her fault. She knew what she had been thinking – you should give up that life and live with me here at Nova Linda.

But somehow she had no idea what she was saying.

"Of course I'm stellar. Of course we're stellar. So why are you insisting that we're not 'appealing'?" He was throwing his words at her now, each one making her wince. "I'm talented and completely stellar and brilliant. Thousands – no, millions – of women want me. They want me and somehow, I don't care. Do you know why? It's because I'm in love with a nineteen-year old!"

They both stopped and locked eyes with each other. Zenon could feel her thoughts all running around inside her head- me he's talking about me oh god he loves me – and heard herself gasp.

"Hell." Proto Zoa broke their stare and swore loudly before taking a step forward. Before Zenon could ask what he was doing – if she could make herself speak – his lips were on hers and she felt like she was dying.

If someone would have asked her later what it was like, she would never have been able to tell them. It was all a blur – his mouth on hers, him holding onto her like he would never let her go and her doing the same, and everything. Every little sound he made flew past her, every gasp and whimper.

But it was thrilling.

That much she knew, Zenon decided as she gripped the back of his shirt tighter and somehow pulled him closer to her. That much she definitely knew.

Breathing heavily, he drew away from her and rested his forehead against hers. She looked into his eyes for a second and slowly began to smile; she felt like she wanted to giggle and dance and …

He loved her.

"Zenon, I – " Proto Zoa started, then paused as he looked at her. Without another word, he rushed away from her and into the house. Zenon was left blinking after him – had she missed something? Why was he running away? – and frowning.

Taking a deep breath, she tried to stop the trembles that were starting to engulf her entire body. This – this was stellar extreme. This was fantastic major. This was brilliant. This was – wait a second, why did he just leave her? She had been waiting seven years for that kiss and he was not allowed to just leave her.

And if he didn't realise that, she would make him realise it.

She nodded decisively to herself before straightening up. She would make him realise it.

With a sigh she pushed several loose strands of hair back behind her ears and stood up straight –she had to look confident – before striding over to the sliding doors that Proto Zoa hadn't even bothered to close.

She would make him realise it all. And admit it all aloud to her.

And then, after they had kissed again, he would stay. Not leave, not wander off, but stay.

Zenon shook her head as she entered the home and wandered down the hallway. Out of all the things he could have done … Kissing her should have been a crisis minor, but he had to turn it into this production. Which would have been fine, she loved productions. Except when they involved kissing her.

Her lips curved upwards into a smile and she once again shook her head. Trust him to be so difficult.

Finally she stopped, staring in front of the door leading to his private quarters like it was foreign territory. She could knock, and it would probably be the polite major thing to do. But she didn't want to let him know that she was –

With a roll of her eyes and a sigh, she pushed open the door and stepped inside Proto Zoa's rooms.

The first thing she saw was him, pacing the room with his arms folded across his chest and a glare on his face. When she walked a few dozen steps into the room and stood he glanced at her, a precursory look on his face, before resuming his steady rhythm of back and forth.

"You kissed me." Zenon's voice was calmer than she had expected it to be, and she was thrilled to note that it didn't waver once. Even though the second his eyes fell on her, her knees felt like they were going to give out.

Proto Zoa inclined his head in agreement but didn't stop walking. Her eyes followed him as he walked from his bed to the couch and back again. "Would you stop that? It's driving me crazy major."

He stopped. Zenon let out a sigh of relief and took a few more steps into the room, swinging the door shut behind her. "You said you loved me and then you kissed me. And then you ran away." She was using the non-accusatory voice that normally only came out around Margie, and the knowledge of that brought a quick grin across her face.

Proto Zoa just stared at her, his tanned face detached and his eyes passionless. She hated it.

"You kissed me and you ran away and – God, just forget about it." Zenon groaned and gave him an angry look before stepping forward once again; this time refusing to stop until she was only a few inches from him. "Do you know how long I've waited for you to kiss me? Too long to let you get away with doing that."

As soon as the words left her mouth she reached over and kissed him, taking her time with it all. It was a much better option than killing him. As their mouths fused together she reached up and drew circles over his back with the palms of her hands, occasionally stopping to grip his shirt.

When she finally needed to breathe, Zenon drew away from him and smiled. "Now, you're not allowed to run away." She kept a firm grip on his arms; tensing her muscles and waiting for the moment he would try to spring away from her and leave again.

Instead of looking guilty, or casting furtive looks towards the door, Proto Zoa rested his forehead against her again – mirroring their positions from just ten minutes ago – and chuckled quietly. He brushed his lips against her lightly and pulled away an inch, smiling. "Love, why would I want to?"

Zenon smiled.