A/N- I tried to get the characters as close to the real thing as possible. If I failed miserably, let me know. This is my first DP fic, but hopefully not my last. For all my HP readers, don't fret. I'll be back with more soon.

Danny Phantom isn't mine. I came up with Sauda and the Fenton-Flipper, butthey're off the ideas on the show, so I can't really claim them either. Don't sue me.


"You're still obsessing over her?" Sam asked Danny as they walked through the school courtyard. School had just let out and the trio was walking home. In answer to Sam's question, Danny just sighed. Tucker laughed.

"The day Danny stops liking Paulina is the day the Box Ghost actually causes some kind of harm."

"You're right; that'll never happen," Sam teased.

"I don't know if I can get over Paulina," Danny muttered glumly. "I wonder what she really thinks about me."

As they walked past Paulina and Dash, they heard catches of the conversation.

"Danny Fenton is a geek and a nobody. If he likes me—and everyone does—he should just give up," the beauty said, flipping her hair.

Danny groaned and hung his head.

"Don't sweat it buddy. You could always get Kitty back. Or maybe you could pull Ember out of the Ghost Zone. True, you destroyed her chances of ruling the world, but what's that between two lovers?"

"Maybe I'm not meant to have a girlfriend…" Danny sighed again, this time from frustration. In truth, he didn't need another distraction. Ghost hunting was taking up too much of his time, and his grades were slipping. He was barely getting any sleep as it was. Who cares if his only social life consisted of Sam and Tuck? They were enough.

They reached Danny's house and he waved goodbye. Sam and Tucker continued on down the street, arguing about some past ghost-hunting experience gone wrong. But then, which one didn't?

Danny found his mom and dad in the kitchen. When Jack saw his son, he jumped up.

"Danny! Look at our latest invention. I call it… the Fenton-Flipper! You just set it up in a tree, lure a ghost beneath it, and then press a button. Voila! The ghost is flipped and hanging, ready to be captured."

"Uh… sounds great, Dad. I'll be in my room."

He left, shaking his head. Sometimes Jack's inventions were just too weird. Danny wondered how his dad would react if he knew that most of those inventions actually worked.

Danny reached his room and sat at his desk, trying to get some homework in before Tucker inevitably called. There would be some ghost to capture, and another afternoon to waste away, only to return home exhausted… without finishing his homework.

Screams echoed through the walls of Casper High, alerting Danny just before his sudden chill that a ghost was near. He turned with Sam and Tucker to face a… beautiful woman?

She was stunning. Long dark hair highlighted in green floated about her face in flawless waves. Her red eyes were not bright or glaring; they were, instead, a soft scarlet color. She had the body of a goddess with a thin, flowing dress that swished at her ankles. She floated a few feet above the ground, her heart-shaped mouth turned up in a smile. For a moment, Danny stood transfixed.

Sam snapped him out of it. "Uh, Danny? Shouldn't you have white hair and green eyes by now?"

"Right," he said, dropping his back-pack. "I'm going ghost!"

Danny morphed, transforming from a normal teenage boy to his ghost form. He flew over to the glowing, floating woman, trying to keep his mind on task.

"I don't know who you are," he said. "And I'd rather keep it that way."

"I am Sauda, ghost of vanity." Her voice was soft and husky, almost like a whisper. "My beauty will consume you all, that I may rule the world!"

"Okay." Danny's feet touched the ground and he turned back into his human form. By this time, the girls had fled, while the boys stood staring at Sauda. None of them even noticed Danny. Sam looked around, disgusted at what she saw. Beside her, Tucker was drooling.

"Gross," she muttered before stalking up to the ghost. "You haven't seen the last of us." With that, she grabbed Danny's arm and dragged him back to Tucker. She grabbed him, too, and pulled them both home.

"What were you guys thinking!" she ranted once they were in Danny's room.

"Sauda is hot!" exclaimed Tucker, throwing a ball from hand to hand. "I wonder if she'd go out with me."

"No way, Tuck." Danny laughed. "She'll want someone who understands her; understands the ghost world. That makes me perfect for her."

"No, she'll want someone smart. Sorry, Danny, but your grades stink. She'd never guess you came from the Fenton family."

"Shut up! The reason my grades are bad is because I spend so much time ghost hunting. Sauda would understand."

"Ghost hunting, Danny. You probably foiled the plot of her second cousin twice removed. She'll hate you."

"Shut up, both of you!" Sam cried, throwing her hands to her sides. "Sauda is a ghost. Danny, you're supposed to send her back to the ghost zone, not ask her on a date. Tucker, you should know better. What about Valerie?"

Tucker shifted uncomfortably and Danny grimaced. "You're right," the halfa stated, getting to his feet. "Obviously Sauda can control people with her looks. But wait; Sam, why weren't you affected?" Sam lifted an eyebrow, surprised.

"I'm a girl."

"Right." Danny paced the room. "Tucker, go get the Fenton Specter-Deflector. I want you to wear it at all times."

"Awww, do I have to?" their friend whined.

"Yes!" they answered at the same time.

"Fine. I'll get it and leave. Man, it just got cold in here!"

Sam just rolled her eyes and flopped onto Danny's bed. Tucker could be such an idiot at times.


She looked up to find Danny staring at her intently. "Yeah?" she replied, sitting up. He lowered himself beside her, looking uneasy. His black, messy hair fell in his eyes as he lowered his head. "I can't wear any of my parents' inventions; I'd risk losing my ghost powers." He paused and she nodded, showing him she understood. He continued. "With Tucker susceptible, I need you more than ever. Promise me that if Sauda distracts me, you'll figure out a way to break me from her spell."

"Well, sure, Danny," she said quietly, looping her arm over his shoulder. "We're friends, and we've been through this before. You know I'm here for you."

"I know." He smiled then, lighting up his deep blue eyes. "Thanks."

The next day at school, all anyone could talk about was the mysterious woman. The guys were infatuated, the girls were disgusted, and the teachers were confused. Danny tried to ignore it, knowing he had to keep his wits about him.

How am I supposed to avoid this? He let his mind wander in third period, staring out the window. He was Danny Phantom, the supposedly unbeatable ghost-boy. In all his time fighting ghosts, never had he really lost a fight. But with seduction as the game instead of strength, Danny was lost. He wasn't experienced in the art of love; he was 14, for goodness sake!

He frowned imagining the party the Ghost Zone would hold if he was actually defeated. Skulker, Desiree, even the Box Ghost. They'd be free to roam the real world, never worrying about someone to stop them. He couldn't let that happen! He had to overcome Sauda.

But could he?

Danny sighed, wondering if life could get any screwier.

He felt someone poke his arm and turned to the left, confronted with Sam's half smile. "You okay?" she whispered, her amethyst eyes concerned.

"Yeah," he whispered back, and she smiled, brushing her black hair behind her shoulder. Danny stared at her for a few moments and was surprised when the bell rang. How long had he been there? He shook his head to clear it and gathered up his books, following his friends out the room and down the hall. They stopped at Tucker's locker, allowing him to put away his books before their next class. When done he frowned, poking at the metal object around his waist, hidden under his shirt.

"I hate this thing!" he exclaimed, knocking on it with his knuckles.

"I know, Tuck, but it's necessary."

They spoke for a few moments more and were laughing about Dash's stupidity when they realized the hall was almost silent. They turned, trying to find the reason for everyone's attention. They found it in the glowing figure gliding forward through the crowd. To Danny, Sauda seemed different. She glowed brighter, and her smile was wide and enchanting.

"Tucker!" said Sam, ripping Danny from his trance at the same time as getting Tucker's attention.

"I'm on it. Get him out of here, Sam."

Sam was glad to see the Fenton Specter-Deflector had worked, and took Danny's hand tightly in hers. She hauled him almost off his feet and out the front door of the school. They ran together through the courtyard and toward an alley, trying to get away, but they hadn't gotten far before Sauda appeared out of nowhere, cutting them off.

"You cannot escape me, ghost-boy. Nor you…friend of ghost-boy. I shall have you under my spell, Danny Phantom."

"Sauda…" Danny's eyes had glazed over mysteriously and his hand slipped from Sam's as he stepped toward the ghost. She was only a few paces away, and he was reaching out to her. Sam's eyes widened as she thought rapidly. How could she get him back?

"Danny… Danny, stop! Come on, go ghost! Beat her! Danny, please…" But her pleading did no good. Danny was only inches away from touching Sauda, and Sam somehow knew that if that happened, she and Tucker's jobs were going to be a lot harder. What could she do? What could possibly break the spell of a teenage boy's desire? Oh, no…

"I can't believe I'm doing this," Sam muttered before reaching out and firmly grasping Danny's arm. She jerked him back toward her and spun him around, reaching her other hand behind his neck. She pulled him down and firmly, before she had time to think about it, pressed her lips to his. For a moment he stood completely still, but then he lifted his arms to wrap around her waist. The kiss lasted for only a few moments and yet forever, and Sam got lost in it. She had kissed Danny before, but only under the guise of the fake-out-make-out. She supposed, in reality, this was the same thing. Still, every time, it blew her away. It hit her full force just how much she liked her best friend in more than a friendly way, and she kicked herself for thinking that way. Danny didn't see her as anything more; she shouldn't think of him as anything more either. It came back to her then where she was, and the fact that she was still kissing her best friend. She pulled away to look up into his eyes, which were once again a clear blue. He smiled.

"Thanks. I'm going ghost!" he whispered and transformed. Without even looking back at Sauda, he took Sam's hand and went transparent, flying them both home.

It wasn't as awkward as Danny had thought it would be. Yeah, he and his best friend had just kissed, but it wasn't like it hadn't happened before. The fake-out-make-out strikes again. But still… Danny blushed and glanced at Sam, who was going through his CDs, trying to pick one to play. The memory of their few kisses hit him hard, and the air was literally knocked from his lungs. It was like being hit in a ghost battle, but without the pain. His gut twisted pleasurably, and he shivered.

"You have no sense of style," she commented, frowning at his CD collection.

"Style?" he asked, smiling. "Who are you to talk about style? You're an ultra-recyclo vegetarian."

"I'm individual, but that doesn't mean I listen to N'Sync." She held the disc up accusingly. Danny winced and nodded, admitting her victory in the argument. Sam finally settled for Switchfoot and put it in the player, letting the notes flow from the speakers. She lay back on his bed beside him and stretched out, placing her hands behind her head.

"Hey Sam, do you remember that time behind the bushes when Valerie almost found us?"


"And the time Ember put me under that spell?"

"Yeah, you almost got us both killed. Pretty when I'm about to fall off a building…" she muttered, rolling her eyes.

"And when my memory got erased…"

"By Desiree, because I wished we'd never met. I still regret that. I'm sorry, Danny."

"I'm not…" He had said it quietly, not really meaning to speak out loud. He hoped Sam hadn't heard.

She had. "You're not sorry it happened? Why?"

Think, Fenton, think! "I… uh…" What was he supposed to say? Ah, well. Honesty is the best policy. "I liked kissing you, fake-out-make-out or not."

"But I thought you liked Paulina?"

"I do," he said uncertainly, suddenly not so sure that was the truth.

"Well, don't sweat it. You can go after Paulina and when you get lonely, come to me for a make-out session."

Had she actually said that? "What?"

She laughed. "Don't get excited; I was just kidding."

"Okay." Suddenly it was really weird lying with her on the bed, so Danny got up and crossed the room. He fiddled with the posters on his wall, trying to find something to say. "How are we going to defeat Sauda?" he finally asked.

"I don't know. Do you have any ideas on how to break her spell?"

"None you haven't already come up with. Thanks again for that."

"No problem. I told you I'd figure out a way to help you."

For uncountable moments Danny wandered around his room, his eyes dropping on anything but Sam. He looked at the clothes littering the floor, the view out the window, and the random pictures of him and his friends lying on his desk. When he ended up standing next to her relaxed form, he decided his subconscious had made a decision for him.

"Sam, I meant what I said. I like kissing you."

She sat up slowly, blushing all the way. "What am I supposed to say, Danny?"

"Nothing," he replied, and pulled her to her feet in front of him. "Nothing." He placed his hands nervously at her waist, and leaned in.

They were barely touching, barely kissing, but even that was enough to knock Danny back on his feet. When Sam didn't object, he held her a little tighter and pulled her closer, pressing his mouth more firmly to hers. Sam felt like she was falling. Was this really Danny, her best friend, kissing her? Or was it a dream? When one of his hands lowered to her hip, pulling her full against him, she decided it was definitely reality. She lifted her arms, placing one around his neck while laying the other against his chest.

Their kiss was full, innocent, and sweet. The nerves were there; that jittery, stomach-flipping feeling that made one giddy. But neither had the will or the wish to pull away, and as time stretched on, both felt like they could stay there forever.

When they broke for a deep breath of air, neither moved from their embrace. Instead, Sam looked up at Danny, who was smiling. Their eyes locked and the silent message was sent: That was nice. Then, before either really knew what was happening, they were kissing again. Sam's arms came fully around Danny's neck as he wrapped her tightly in his own. This kiss was faster, rapid with the happiness both participants found in something new. Danny could barely think; he was reeling from the reality. He was holding his best friend and they were kissing each other senseless. He was hearing noises from Sam that he had never expected to hear; little sighing sounds that made him want to hear more. But he pulled away, knowing they both needed to calm down and breathe. He had somewhat forgotten about that life necessity. Who needs breathing what your world gets rocked like that?

"That was more than a little creepy."

He and Sam turned to see Tucker standing in the doorway, his eyebrows lifted high. They jumped away from each other, each trying to smooth their clothes and hair. Tucker's brows lifted further. "No need for the theatrics, guys, I can't un-see it… No matter how much I want to." He shuddered, walking in and dropping his backpack on the floor. "I'll just settle for 'not going to ask' and let you guys tell me later."

Sam gazed at him thankfully and sat carefully away from Danny, humiliated. The kissing had been great, but being walked in one was certainly one of her more embarrassing moments. Danny and Tucker sat down as well, and Danny got right to business.

"How did it go at school?"

"Obviously not as well it went here. Sorry," he said smilingly at the ghost-boy's death glare. "It was okay, but hard enough to keep the guys from stampeding once Sauda followed you two. What happened out there?"

"Sauda tried to take Danny," explained Sam, finally gaining some composure. "She was about to take him away…"

"Sam saved me."

"How'd she do that?"

A quick look passed between Sam and Danny and their cheeks brightened. Tucker laughed.

"Oh, I get it! Danny and Sam sitting in a tree! K-I-S-S-I-N-G!" He was promptly cut off when a pillow hit him smack in the face.

"We need to focus," Sam spat at him, glowering. "We have to figure out how to weaken Sauda, which will be hard with lover-boy over here obsessed with her. I can't follow him around making out with him all day."

"Well, actually…" Danny grinned mischievously, making Sam go beat red and Tucker sick.

"Oh, eww. I really don't need to see that in my mind again. I'm already going to have nightmares."

Danny laughed and apologized, and Tucker remained indignant, but Sam wasn't really listening anymore.

Sauda seemed almost like Desiree. Desiree got stronger the more wishes she granted, and Sauda got stronger the more people adored her. They had seen that manifested that afternoon. And, with her controlling most of Amity already, it wouldn't be long before she was unstoppable. There had to be a way to weaken her and get her into the Fenton Thermos, but what was it?

Sam's head snapped up as she got an idea. It would work, be fairly easy, and really self-satisfying. They would need to raid the basement and find a distraction for bait.

She had the perfect thing in mind.

It was the next day and Danny was walking with Tucker between classes. Sam was busy arguing with the lunch lady about the moral standpoint of serving meat—and not even good meat—in the school lunches. As they were walking, Danny felt someone touch his shoulder. He turned around, surprised to find Paulina standing in all her popular glory behind him. His eyes widened as she said, "Danny, could I talk to you?"

"Uh… sure."

Tucker sent Danny a look that said, 'Watch yourself,' as he followed Paulina to a deserted stairwell. Once there, she turned to face him, letting her hair fall prettily around her shoulders. She smiled her sweetest smile, but Danny was surprised to feel nothing.

"You know, Danny, it's really cool that you're not talking about this Sauda person. Dash won't even listen to me, but you've always listened. I was wondering if you wanted to go out after school today."

"I… um…"

"Great!" she said without waiting for him to answer. "Oh, Danny, I'm so happy." She leaned forward then and kissed him square on the lips, her small mouth conforming to his. He should have been happy. He should have been thanking her profusely, at least in his mind. He should have felt like the luckiest kid in the world. Instead, he was thinking about Sam.

Gently, he pulled away from Paulina. He held her at arm's length, a serious look on his face.

"Paulina, I'm sorry. I just don't think things would work out between us."

She looked stricken. "Danny? What are you saying?"

"It's over. We're breaking up."

An expression of feminine rage came onto her face so strong that Danny considered turning tail and running. However, she began to speak. "I hate you, Danny Fenton. How could you break my heart like this? We're done! I'm never speaking to you again!"

With that, she ran from the stairwell, leaving Danny alone. Surprisingly, he wasn't upset. Tucker came in moments later.

"Man, she stormed out of here! What did you do to her?"

"It was a nasty breakup."

The halfa shrugged, leading Tuck back into the hallway and toward their next class.

"Hey, Sam," said Danny as he slid next to her at the lunch table.

"Hi guys!" she replied, beaming.

"What's got you so happy?" Tucker sat across from them, sending her a strange look.

"I won my argument with the lunch lady. Starting next week, they're starting an all-vegetarian menu."

"What!" Tucker choked, almost spitting sloppy-joe all over his PDA. "That's insane! I'm going to sue… and win!"

"I was just kidding. They're still going to serve meat."

Tucker visibly relaxed. Danny turned to her.

"Then why are you in such a good mood?"

Under the table, Sam threaded her fingers through his.

"I've got an idea on how to beat Sauda. She gets her power from people adoring her, right?"

"I guess so, yeah."

"Amity is a town full of shallow half-wits obsessed with being popular! If we publicly humiliate her, they'll drop her like last week's meatloaf."

"You're right!"

"Danny, does your dad have anything that could help us? Something that could put her in a position to be humiliated?"

"I might have just the thing."

"Great. Now, we need bait. I figured you'd do for that, but we need a reason why you're not paying attention to Sauda. For that I figured…"

Their eyes lit up as they contemplated Sam's plan. It would work; they knew it would. Danny smiled and squeezed her hand under the table, proud of her. It had been occurring to him lately how much he depended on Sam. He liked her a lot, and as more than a friend. He'd tell her later, when there was time. As it was, they needed to set up the trap.

Lunch ended and the three finished the school day anxious to get home. When the final bell rang, they were the first out the door. When they reached Danny's house he went into ghost mode and got the Fenton-Flipper. He explained its use to his best friends and both agreed it would work. Tucker was sent with Sam to set it up in Amity Park and Danny went into the Ghost Zone, searching for his unknowing accomplice.

When he spotted him, a slow smile lit on Danny Phantom's face. He moved forward, dancing in front of his adversary.

"Hey, look, it's Danny Phantom! I bet you can't catch me!"

"I am the Box Ghost! Fear me! I'll get you, ghost-boy!"

"Come on, then."

Danny ran through the Ghost Zone and back into his basement, and then he flew as fast as he could to Amity Park. The Box Ghost was right behind him, screaming useless threats. Danny was almost bored, but the second they reached the park, he snapped to attention.

Though many of them were hidden, Danny could see most of the guys of Amity around the park. The Box Ghost was right behind him, and for a second he was worried. Then he saw Tucker standing beneath a tree and smiled. He flew to the center of Amity Park and began half-heartedly fighting the Box Ghost. When everyone fell silent, he knew Sauda had finally appeared.

"Danny Phantom…" she whispered silkily behind him. Danny refused the urge to turn around, instead focusing all his energy on the one he had lured there. He slowly fought his way toward Tucker and the three, trying to ignore the pull of the beauty behind him. "Come with me, my love… you cannot resist me."

"Oh, but I can!" Danny Phantom yelled just as Tucker pushed a button and sent Sauda flipping in the air. She hung upside-down from the tree by a green plasma rope, and her hair was mussed. Danny stared, and after a moment, began to laugh. He sent an energy ball at her, ripping her clothes and making her make-up run. The others joined him, and soon most of the town was laughing at Sauda's expense. Slowly, her form grew smaller, and she cried out, "No!"

Tucker, from behind the tree (out of everyone's view) sucked her quickly into the Fenton Thermos. Danny smiled, but from behind him came an angry growl.

"I was used again! I am the Box Ghost, and I will destroy you!"

The angry specter searched wildly for a target, finally settling on a lone goth girl standing far from the crowd. She wasn't paying attention; she was smiling at the ghost boy. The Box Ghost turned around, finding a small child carrying a shoe box. He levitated the box and sent it spinning toward Sam, along with all its contents: a few marbles, some jacks, a large bouncy ball, and a set of keys. Before anyone even realized what was happening, the objects had hit her, scoring bruises and cuts across her face and arms. She screamed, trying to block the assault.

"Sam!" shouted Danny, swooping down and lifting her in his arms. He left Tucker to deal with the Box Ghost, carrying Sam to his room. He laid her gently on the bed and smoothed the hair out of her face. "Are you okay?" he asked, concerned.

She nodded. "I'm fine." Her hands were resting on his arms as he leaned over her and she squeezed, and then looked confused. "You have muscles."

"I fight ghosts every day, Sam," he replied, chuckling.

"Right… Why am I getting a sense of déjà vu?"

Danny thought back, sitting beside her on the bed. "Probably because the other day, Tuck said something about me not liking Paulina when the Box Ghost does harm. He did do some harm, didn't he?" he asked as he stroked his finger over one of Sam's cuts.

"But that doesn't mean…"

"Actually, he was right. I don't like Paulina anymore. I like you," he said, smiling.

Sam was dumbstruck, but smiled all the same. She pulled Danny close as he changed back into his human form. "Thanks, Danny."

He nodded and let his lips meet hers.