A/N: Since this is my first for this fandom, it's going to be short. I'm trying to keep this story up before I lose interest, but I'd be less likely to do so if I got a more positive response. Translation: please review. Tell me what you like, what you don't. What you want to see, what you don't. Just tell me something.

Disclaimer: See part the first.

Miley watches Lily and takes a seat on her bed. When her father had yelled down the hall that Miley had company, she almost didn't believe him. And now Lily's here, in her room, and Miley has no idea what to say. But Lily does and that makes it easier. She asks questions as she moves about Miley's room, about Miley and her family and whatever comes under her roving fingertips. She's smiling the whole time and it eases Miley's nerves.

When Lily picks up a framed photo from Miley's nightstand, Miley rises and gently takes it from her, carefully puts it back. Lily asks if that's Miley's mom.

"Yeah."

"She's pretty."

"She was."

Lily looks up with a furrowed brow and Miley clarifies. "She died."

Miley changes the subject before Lily can tell her how sorry she is and Lily lets her. It's Miley's turn to ask questions and she's really surprised at how much they have to talk about, how much they have in common. The conversation doesn't stall into awkward pauses and Miley's talking more to Lily than she has to anyone all year. Miley thinks she really likes Lily and she finds herself telling Lily things she hasn't told anyone and Miley can't quite understand how someone who's just barely fourteen can be so completely charming.

When Robbie Ray knocks on Miley's door, he tells them that it's after eight and Lily should be getting on home. Lily is sad to go, but Miley walks her home. The only thing separating their houses is about a quarter mile of beach. The whole stroll down, Lily is walking backwards so she can look at Miley while she talks. As Miley expected, Lily tripped. When Miley stretches out a hand steady her, Lily pulls her down too.

The sand is warm under Miley's back and Lily is warm on Miley's front. Miley isn't sure how she ended up beneath her but it doesn't matter because Lily's up and off her and apologizing before Miley can open her mouth. The rest of the walk is silent and Miley just wants Lily to start talking to her again, but when they reach Lily's doorstep and she hugs her goodbye, Miley thinks it's really nice to have a friend again.

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Lily is waiting for her when Miley gets to class the next day and she's talking to the boy from the day before. His name is Oliver Oaken and he says something about being "smokin" until Lily smacks him and he shuts up. Miley still says it's nice to meet him. They struggle through a lecture about composition and Lily doesn't understand why exactly the elements would bond when mixed, so Miley explains because she understands about inexplicable attraction.

After school they go to the beach. The sky is overcast and it isn't too warm, so the crowd has thinned. Oliver gets kind of bored and wanders away to pick up girls, or try to, and Lily and Miley sit in the sand which is okay because Miley likes Lily's company better.

Lily pulls a poetry anthology from Miley's backpack and asks her about it. The pages are thumbed and dog-eared because Miley's read it so much and she's a little embarrassed about how nerdy that makes her look. Lily doesn't think it's stupid and listens when Miley talks about it. Miley tells her that her mom used to read her poetry when she little and how it helped her dad write songs. Lily scoots a bit closer when a breeze cools the air.

"It's cold."

"Yeah," Miley says. "But I like it."

"You like the cold?"

"Yeah. Back home, it always cools down around October. It's nice when it's not humid and you know the seasons are changing, turning slowly. There's just something graceful about it. Beautiful."

"Like now?" Lily asks, turning.

"Yeah." Miley says. "Like now."

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Since it's Friday and it's already late, Miley's dad suggests Lily just spend the night. When Lily agrees it makes Miley uneasy and she doesn't know why. Something about the prospect of sharing quarters, or possibly even a bed, makes Miley anxious and it shouldn't because she and Lily are friends and friends share things.

They're curled up on the floor in front of Miley's TV watching some scary movie an hour later. Someone loses a head on screen but Miley's attention is less focused the guy in a hockey mask and more on the hand that's tightly holding hers. When the credits roll, Miley decides she'll hold on to Lily's hand until she decides to let go first. Really, it's just because she hasn't been this close to anyone in so long and it's nice. That's all it is.

Then, oh. That's all Miley thinks.

Oh: Lily closed the space between them.

Oh: Their lips connect.

Oh: This is what kissing feels like.

Lily's mouth is soft and warm and Miley just wants to lose herself in the pleasure of it all. Then there's something at the back of Miley's mind. Pulling or whispering until Miley pulls back. She has to stand up, put some space between them or she's going to lean in again for more. It makes sense now. Miley didn't get it before, but now she does.