Author's Notes: This is an AU story, starting from the West Beverly Senior Prom with Andrea and Brandon in that hotel room.

I can't quite fit it into the summary beyond "Dylan&Brenda", but there will be a heavy subplot dealing with Dylan and Brenda's relationship. Fans of Brandon & Kelly and Dylan & Kelly may not like this one.

Disclaimer: Beverly Hills 90210 doesn't belong to me. If it did Brandon and Andrea would be living in Washington D.C. together having awesome sex and Brenda would drop by every now and then to snark on the rest of the Beverly Hills gang.

A Night to Remember

Prologue

Brandon Walsh shot a nervous glance around his surroundings. Here he was, in a hotel room on his Prom night with his best friend, Andrea Zuckerman. If someone had told him this morning that this is where he'd be at this moment in time he would have laughed in their face. But, nevertheless, here he was, lying on a bed, mere inches from her, and he wasn't sure, but it sounded like she was coming on to him. What else could, "Maybe we shouldn't let this room go to waste?" mean? Not to mention the things she was doing with that rose she'd found on the bed when they first came in.

He had to say something, answer her question somehow, but he wasn't sure what to say. He wasn't sure if she was serious or not. He had to find out.

"Andrea, are you saying what I think you're saying?"

"I don't know, am I?" was the cryptic reply.

They both laughed nervously.

Brandon's mind was racing. She was his friend, his best friend, he couldn't do this. It could ruin their friendship and he didn't want that to happen.

"On the other hand, this isn't exactly the first time we've been in this kind of situation," he thought. A certain agreement made two years previously when his family had been on the verge of moving back to Minnesota came to mind.

It's not like there weren't feelings there. He'd always had a thing for Andrea, and she'd always had a thing for him. They were close, always had been. There was just something that kept pulling them back to each other. Maybe it would be crazy to throw this opportunity away? After all, in a couple of months Andrea was heading off to New Haven to attend Yale. Who knows when they'd see each other again?

Andrea looked over at Brandon. She couldn't believe what she'd just said moments ago. When she and Brandon had arrived at the Prom she'd had no intention of sleeping with him that night. Fifteen minutes ago, she had no intention of sleeping with him! She wasn't sure where it had come from. She seemed to have an impulsive streak when it came to Brandon Walsh. This wasn't the first time she'd propositioned him, she thought to herself.

Last time he'd said yes. In fact, it was her who'd ended up indirectly putting a stop to things. What was going to happen this time?

"Do I really want to do this?" she thought. Right here, right now with Brandon? He was her best friend. Sure they'd had a few "moments" together and their friendship had survived intact, but this was different. This could change everything. Was she ready for that? She knew she trusted Brandon more than any other guy she'd ever met, and if she was completely honest with herself, she'd never felt the way she did for Brandon about any other guy. He was different, he was special.

Suddenly she knew. This was right. She wanted this to happen, right now, with Brandon. She wanted him to be her first.

She realised that both of them had been silent for the last minute or so. Brandon looked like he was thinking about something. "Thinking about me?" she wondered. Well, she'd make it easy for him. She moved in closer, feeling slightly nervous about what she was about to do, but with no doubt in her mind that it was right.

Meanwhile, Brandon had been lost in his own thoughts, still weighing up the situation. He thought he'd finally come to the right conclusion. No matter how tempting the idea of having sex with Andrea right now was, it couldn't happen. He didn't want to jeopardise their friendship. Even if Andrea was going to Yale in a few months, that didn't mean their friendship was going to end. But it might if things went any further.

Brandon shifted his position to face Andrea. He was about to suggest going back downstairs to the dance when he realised she was a lot closer to him than she had been a couple of minutes ago. She was right beside him in fact. She was moving in closer, her lips were gradually getting nearer to his. "No," he thought, "I can't do this…."

Her lips gently grazed his. Brandon lost his train of thought completely. As Andrea continued, his hormones took over and he found himself returning the kiss. Half-thoughts about regretting this tomorrow flashed through his mind briefly, but as she deepened the kiss, all those thoughts went out the window. All that mattered was here and now. Tomorrow would have to wait.