Billy sat completely still on his bed, staring at his bedroom door and listening. He heard when his brothers had finally stopped playing video games and went to bed. He heard his father complaining about his mother's reading lamp before they fell silent as well. All that was left was a quiet, sleeping house. He looked over at his alarm clock. It was 3 in the morning.

He rose from the bed, dug into the back of his closet as quietly as he could, and found the old backpack his parents had bought him for school long ago. This was during his early days of sneaking his mother's fashion magazines into his room. In one of the magazines, a couple of men modeled shoulder bags in preppy outfits. He admired the men and wanted to look just as stylish. Billy refused to use the backpack and asked for a shoulder bag instead. His mother complied, but his father had been cynical.

His shoulder bag wasn't going to hold what he needed, however. Only the backpack would.

He began taking his favorite clothing off of his hangers, folding them nicely, and stuffing them into the pack. He debated over several shirts, but told himself that he needed room for some of his sketchbooks, underwear, and face and hair products. Added to that were pictures of him, Eleni, and Michelle and several knickknacks. He hiked the pack unto his shoulders, and his knees almost buckled before he could stand straight.

"God!" he grunted, feeling the weight of all of his favorite things shoved into one small compartment. Lastly, he placed his pink sunglasses delicately on his face.

He tiptoed out of his room, and thought about grabbing some towels and some food. He stopped himself immediately, knowing that if he added anymore stuff, he would end up falling down the stairs face first. He patted down his pockets for the wad of money he had been saving from birthdays and Christmas, and before he knew it, he was out the door, out onto the open street, running away.

Billy was six houses down when he heard jogging footsteps behind him. He froze, expecting to find his dad in a rage or one of his brothers. He braced himself and turned around, only to see… Zack?

"Hey, Man," the boy tried to catch his breath.

"Zack? What are you doing up so late?"

"Because I'm up. Why are you leaving your house so late with a backpack? Totally not your style, right?"

"Not usually," Billy shrugged, hiking the pack back onto his shoulder. Even under the circumstances, Billy felt like his backpack was bulky and unstylish, but his shoulder bag wasn't very useful when it came to loading up with runaway survival tools and clothes.

An awkward silence passed as both of them stood in the middle of the empty street.

"So…" Zack cleared his hair out of his eyes. They started walking. "Why are you running away?"

"Why do you care?"

"'Cause you're my neighbor, and we're friends."

Billy scoffed in amusement. "Correction, we were friends. We haven't been for awhile."

"Dude, harsh."

"For speaking the truth? Come on, Zach," Billy rolled his eyes. "If we were friends, why didn't you invite me to your little sleepover the other night?"

Zach sighed. "A, because I didn't think it was your thing, and B, because Alan's a jerk, and I knew he'd try to embarrass you in front of everyone."

"Alan's worse than a jerk," Billy muttered.

"Yeah, I know. Michelle told me all about what happened last night," said Zack quietly.

"You talked to Michelle about it?"

"Yeah. I called her up tonight. Got bored with texting."

Billy was dying to know what Michelle had said about him. Did she tell Zack that she would never be friends with him again? Did she stand up for Billy or did she laugh with Zack over the punch? He couldn't bring himself to ask. It hurt too much to, and all he wanted to do was escape from that pain.

"Where are you going anyway?" asked Zack.

"Catching a bus to New York. Where else? Fashion week starts soon and so does the rest of my life away from this place."

Zack snickered. "Dude, you're 12. They're going to call the cops before you even buy the ticket. You're wasting your time."

"Then what should I do? Go to school on Monday with this," Billy yanked his sunglasses off, revealing his eye, "and get ignored by the only two friends I have while Alan threatens me some more? Or better yet, stay at home for another day and pretend that my dad doesn't hate me or ignore my brothers calling me 'fag'?"

"Hey, man, don't take my head off," Zack through his heads up in defense. "How about we just, I dunno, talk for a minute?"

He didn't know why or how he could even bare it, but Billy agreed to Zack's suggestion. They went over to Zack's house, tiptoeing around quietly until they were settled in Zack's bedroom. Billy hoped to God that his parents wouldn't wake up. The Mooneyhams were the last people Billy wanted to see him like this. Zack assured him that both his parents slept with earplugs on the weekends so that they could ignore all morning disturbances. Billy had the funny feeling that Zack meant himself.

Zack's bedroom was pristine, which clashed heavily with his disheveled appearance. Even his rock posters were framed. There was a time he wouldn't have been allowed to have them, but Billy assumed that he and his parents had made some sort of compromise, for Zack to express himself musically but within their limits.

It had been a long time since Billy had been inside this house. It was both the same and different. Kind of like Zack himself.

"So, spill," said Zack, plopping down onto a black beanbag couch. Billy sat down on the edge gingerly.

"Fair warning, if I do this," started Billy warily, "You might learn stuff about me. Stuff that might make you uncomfortable. Stuff that—"

"Billy, you tried to play wedding with me when we were, like, seven and cut straight to the honeymoon. I caught on that you were kind of different," Zack interrupted. Again, he swept his hair out of his face, and again, Billy wished he had some scissors. "I don't care that you're gay. Just…talk."

Billy told Zack the entire story, from the moment his phone was broken to his prized sketchbook floating in the pool, every horrible detail intact. It rushed out of him, and the numb feeling he had been carrying all day floated away. He was used to telling stories and relaying gossip to anyone and everyone who would listen. That was the easy part, but now he was the piece of gossip. Zack had never cared much for things like that, and Billy wasn't entirely sure that he was even listening. There was even a chance Zack had fallen asleep in the middle of it.

If he did, Billy didn't know. After he was finished, Zack simply said, "Wow, Man."

There was a long silence. Billy caught his breath.

"How about you just screw everyone?" said Zack out of nowhere.


"We'll never be good enough for our parents so screw trying. Be good enough for ourselves," Zack shrugged. "Alan punched you. Screw him. He looks like the jerk, not you."

"Really, Zack? That's your advice?" Billy rolled his eyes in frustration. "My life is over and you're telling me it's no big deal? That I'm being over-dramatic."

"You saying that makes you over-dramatic," Zack laughed. Billy didn't. He fell back into the couch miserably. He watched as his bulky backpack fell over face down.

"I'm not saying it's not a big deal, but your life isn't over. Didn't you learn anything from Dewey?" Zack thought again. "Well, anything good?"

"Stuff about being ourselves and music setting us free," Billy mumbled, flinging his hand off-handedly. "And the man."

"That's why your life isn't over. That's why even though I'm stuck here with my preppy parents who wouldn't understand me if I came with a manual, I can handle it."

"You just don't… understand how hard it can be sometimes, living with people who treat you like some kind of alien."

"Have you met my parents?" joked Zack.

Billy rolled his eyes again, this time playfully. Then he became somber again. "I've never felt this hopeless. I always try to be myself, never anything else," said Billy, "but I can't see how things got bad so fast. I feel like I'm going to be sad for the rest of my life."

Two days ago, just two days, he had been happy. He had friends, he had a home, and even though his brothers were tyrants and his father seemed oblivious to anything going on with him, he still felt secure in some way. Even the jerks at school were just unintelligent bullies who didn't phase him too much. But for the first time in a long time, he felt like being different could only bring him a broken heart. What would be left of him if he continued to be torn down?

"I used to feel sad a lot too. Just, like, stuck in this box everyone expected," said Zack. "I pictured running away, like, a hundred times. Even some stuff worse. But then I discovered music—music that I actually liked—and that's where I started putting all of those crappy feelings."

"That's what my sketchbooks are to me, but even those get ruined, Zack. Even those can get taken from me."

"But your love for it won't, right? Keep that, and no matter what happens, you'll always have something to look forward to."

Billy thought about that a long time. It almost made him cry, but he had cried too much that day. Believe it or not, Zack had a good point. Before things became awkward and Zack would ask him to leave, Billy decided to take focus off of his problems and change the subject.

"Michelle is going to love all of this deep stuff," he said, rolling his eyes with an easy smile.

"So she digs me? In that way?" Zack reached for his acoustic guitar like it was a reflex.

"Well, yeah. Isn't it obvious? The question is, do you dig her? We're, like, talking about my best friend's heart here." Or ex-best friend, Billy thought sadly.

Zach chuckled, strumming a couple of notes. "Yeah, she's cool. I always got the sense she was out of my league though."

"Maybe she is, but she's definitely rooting for your team. Did I just make a sports reference? Ew."

Zack laughed again. "Yeah, we should cut that out."

"What I'm saying is if you like her, ask the girl out."

It was that simple. Billy and Zack started talking about Michelle and pretty soon, he was playing a song he wrote for her, asking Billy if she would like it or think it was creepy. Billy knew Michelle would be bragging about that song for months after she heard it. Billy gave him some inside advice on what Michelle liked and didn't like, and Zack made mental note of a couple of things but announced that he didn't want to know too much. He wanted to get to know the real her on his own, but he did want to know if there was anyone else she liked other than him and if she had had other boyfriends. Eventually it was a little after 5 in the morning, and both of them were yawning and half asleep.

Billy stood up slowly, and lugged his backpack onto his shoulder. He fell back onto the beanbag couch under the weight, and Zack laughed.

"So what are you going to do?" asked Zack. "Still walking to the bus station or what?"

"No, too tired," Billy yawned, "and this thing's too heavy."

"You can crash on the beanbag couch if you want. If you don't want to go home."

Billy was reminded of old times. Playing in each other's backyards, sleeping over, doing homework at each other's kitchen tables, birthday parties. He even remembered liking Zack, in the way little kids can have crushes, and maybe that was the first time he realized he was different in some way. He wanted to go back to those days, but he and Zack were different people now.

Still, he still didn't feel safe going home, or even sleeping up in the Loft.

"Are you sure that's ok?" he asked timidly.

"Yeah. My parents won't mind or anything, and I don't feel like walking you downstairs." Zack crawled into his bed and scrambled under a thin blanket. His hair fell over his eyes again, and Billy would've assumed he was sleep had he not spoken again. "Up to you, Man. You can use that blanket on the floor."

"Ok," Billy agreed uncomfortably. He didn't understand how Zack could be so laidback about it, but eventually, tiredness overpowered everything. He wrapped himself in the blanket and stretched out on the beanbag couch. Zack tossed him a flattened pillow, and Billy tried to fluff it up. "Hey, Zack?"

"Yeah?" Zack mumbled.

"Thanks," Billy grinned. "For being a friend."

"You're School of Rock family. Not even Alan can mess with that." Soon, Zack was snoring.

As Billy drifted, he admitted to himself that he didn't really want to run away. He didn't want to fit all of his favorite things into a backpack, and he didn't want to make his mother sad. Was it possible for him to follow Zack's advice?

He fell asleep before anymore hopelessness grabbed a hold of him and joined in with Zack's chorus of light snores.

Author's Note:

The advice Zack gives to Billy in this chapter is how I try to live my life as well. When you think you're all alone and you have nothing and no one understands you, remember the one thing you love and hold onto it and allow it to get you through anything and everything. That's what writing is to me and probably a lot of people on this site. If it's not for you, I hope you can find that one positive thing that you wake up everyday thinking about.

Even when I first started writing this story, I knew that I wanted Zack to stop Billy from running away. I knew that I wanted him to talk about everything and end the conversation feeling like he had an ally. I wrote this from those ideas alone, and it was really difficult, which is why I have mixed feelings about the job I did on this chapter. I originally didn't plan on Billy to spend the night, but the characters both seemed so tired and Billy wasn't quite ready to go back to what he was running away from so it seemed like the Zack thing to do. Again, this story isn't slash so don't expect it.

I won't be updating this story until early or mid-February because I want a chance to work on another fanfic that I haven't updated in forever and I want to work on my own original stuff as well. So be patient, and I'll see you guys then. 3 more chapters! Please review!

Ps: if you want to read another SOR fanfic of mine, go to my profile and find "Dealing With It". I wrote it several years ago so the writing isn't all that great, but it's still a fun little read.