A/N: Hey all! This is my first Hannah Montana fic! It's just something that got stuck in my head last night and it wouldn't go away until I wrote it down. I would love to hear what you guys think. Please Read and Review! Oh, and the majority of it is written in italics because it's mostly flashbacks. And again, reviews are appreciated!! ;)

Disclaimer: Obviously, I don't own anything to do with "Hannah Montana". But I have to say it anyway. So I did.

He remembers the first time he met her.

13 year-old Jackson at on the couch in his new home in Malibu. It was the afternoon after his first day in his new school, and already he had more homework than he ever did at his school in Tennessee.

He heard a car pull up in the driveway, his dad coming home after picking up his 10 year-old sister, Miley, from her new school.

"Jackson, we're home!" his dad, Robby-Ray, hollered as he barged into the house.

"I'm right here, Dad," he called back from the couch, about 5 feet away from the door.

Miley bounded into the house, and following behind here was a little girl, with long, flowing blonde hair.

"Hey, Jackson. This is my new friend, Lilly. I met her at school today," his sister told him excitedly.

He grunted a "hello" with disinterest, and turned his attention back to his algebra homework. However, he felt a pair of eyes on him. He looked up and found his sister's friend staring at him intently.

He was patient for a few minutes, but when she did not break her gaze he asked, "Can I help you?"

"Do you know who you look like?" the little girl asked him. "You look like Simba from the Lion King."

Miley erupted with giggles, as did her friend. Jackson's eyes got wide with offense, and he jumped off the couch. The girls took off, running throughout the house, with him close behind.

He remembers the first time he actually felt something when he saw her.

He sat in the kitchen while his dad made dinner. Miley and Lilly were upstairs, getting ready for one of their school dances. He saw his sister come down the stairs, but she was alone.

When Miley reached the bottom of the stairs, she turned around and hollered. "Lilly! Get down here!"

"I can't!" came the frantic reply.

"Well, why not?"she yelled back.

"I look ridiculous!" Lilly answered.

"Don't be insane, Lilly, you look hot!"

When there wasn't a reply, Miley sighed in frustration. "That's it. I'm coming back up to get you!" and with that, she hurried back up the stairs.

Jackson looked at his father questioningly. Robby-Ray could only shrug and mutter, 'Women."

He then heard two sets of footsteps coming down the stairs. Miley was in the front, quickly dragging a reluctant Lilly behind her. He indifferently looked up, and when he did, Lilly literally took his breath away. He began choking potato chip he had been eating. His face turned red, and his eyes teared up, as he coughed violently, waving his arms, trying to dislodge the pesky object.

"What's with him?" Miley asked her father as she and Lilly joined them in the kitchen.

"Miley, don't ask me to understand your brother," Robby-Ray said looking at Jackson, just in case his son really was in trouble.

Jackson finally was able to force the chip down safely. He was not, however, able to tear his eyes off of Lilly. Clearly his sister had influenced her wardrobe choice that night. Which, was probably what made him look twice. Gone were her baggy shorts, oversized T-shirt, and standard funky hat. And in their places, were a denim mini-skirt, a lacy black cami, and her hair was piled on her head, with random blonde tendrils framing her face. His immediate thought was "Damn. She looks hot." But then he thought, "What am I doing? I can't be thinking these things. She's Lilly. Miley's friend. Miley's friend who annoyed the hell of him. Right? He wasn't sure, but looking at her, and for the first time, he realized she had grown up. And quite nicely too.

"Doesn't Lilly look hot, Jackson?" his sister asked him, only trying to boost her friend's confidence, but her question had an effect on her brother too.

He started coughing again, but quickly changed it into a laugh, trying to mask his discomfort. "What, Lilly? Hot? That's crazy talk, Miles," he said, putting on a disgusted facade so she wouldn't know what he really thought.

He didn't catch Lilly's crest-fallen look, but Miley did. "Don't worry, Lilly. Jackson wouldn't know hot if it hit him in the face. Come on, let's go to the dance."

And with that, the two girls left, leaving him thinking about his little sister's friend in a new light.

He remembers the first time he was alone with her.

One night, he was sitting in the living room with his sister and Lilly watching a scary movie in the dark. He couldn't have been less scared, while the two girls clung to each other, terrified out of their minds. Suddenly, a monster appeared on screen and both girls screamed. The popcorn bowl they were holding between them went flying, and emptied its contents all over the floor.

"Crap, now I gotta go get more popcorn," Miley said, getting up from the couch, to search the kitchen.

She looked through every cabinet but her efforts were futile. "We're out. I'm gonna run to the store down the street. I'll be right back."

"Miley! You can't leave me here!" Lilly exclaimed, a worried expression on her face.

"Don't worry. You've got Jackson," she said with a giggle, as she grabbed her jacket off the kitchen chair and ran out the door.

Jackson was nervous. He had been steadily developing a crush on Lilly ever since he saw her on the night of her and Miley's dance. After that he started noticing the little things. How funny she was, and how cute it was when she came skateboarding through his front door. And now, here he was, alone with her. But he wasn't sure of what to do.

Because it was dark in the room, he could look at her without her knowledge. He watched her as she focused on the screen, her eyes growing wide with every scary image.

Then next thing he knew, she let out a blood-curling scream, and somehow, she ended up in his lap. When she realized what she had done, she seemed embarrassed.

"Oh, I'm sorry." she said, her face turning red as she slid off him.

"Aww, was wittle Wiwwy a wittle scared?" he said, in a mocking baby voice to cover up the obvious pleasure he felt with her being so close to him.

Lilly smacked him with a pillow. "I was not scared, exactly. Just a little...surprised," she said, trying to be tough.

Jackson laughed. "Oh man. Was that the understatement of the year. That's like saying the Grand Canyon is just a little pothole," he joked.

Lilly rolled her yes. "Whatever," and went back to the movie. However, in less the a minute, she found herself glued to Jackson's side, her head buried in his chest.

Jackson didn't say anything and this time she made no apologies. His breathing increased as she pressed her body into his. He was taken by an overwhelming urge to run his fingers through her silky hair. His hand was poised above her head, about to do the deed, when his sister came back, crashing open through the door.

Lilly's head sprang up from his chest, and she stealthily moved back down the couch to avoid any questions from Miley.

Jackson's head fell back to the couch with a sigh. He had Lilly alone and hadn't done anything about it. She was always with Miley. He wasn't sure if he'd get this chance again. He felt like such a wuss.

He remembers the first time his was questioned by his sister about her.

He was sitting on the back of the couch, playing video games when his sister came back from walking Lilly home. "JACKSON!" she shouted, flinging open the door and staying in the doorway. "Do you like Lilly?!"

Her question caught him by such surprise that he jumped. The video game controller flew out of his hands and up into the air, as he tumbled off the back of the couch and landed on the floor with a loud "THUD".

"Ouch," he moaned, rubbing his head in pain.

Miley ran over, and stood above him, looking down at her brother. "Well, do you?" she asked sternly, her hands on her hips.

He remained lying on floor. "What are you talking about?"he asked.

She sighed loudly, and plopped down onto her brother, pining him down. "Don't even deny it. I saw you looking at her all day. Actually, in fact, you seem to be looking at her whenever she's here, which, you know, is pretty much all the time."

"I do not," he said earnestly, wiggling frantically, trying to get his sister off of him.

"Oh, come on," she said to him, obvious that she didn't believe him. "You look at her like I look at Jake."

Miley had caught him, and he knew it. He did have a crush on Lilly. He had been looking at her, although obviously a little too openly. Not that he was going to tell his sister about it.

"You're imagining things," he told her, forcing a laugh, making it sound like that was the most ridiculous thing he had ever heard.

She eyed him suspiciously, but decided to let it go. "Okay," she drawed out, skeptically as she got off of him. She turned around, and headed up the stairs, into her room.

As soon as Miley was safely out of ear-shot, he let out a long sigh of relief. His sister was starting to get suspcious. He was going to have to be more carefully around the two of them.

He remembers the first time he realized he loved her.

"Where's Lilly," he asked his sister coolly, internally congratulating himself for being so nonchalant.

He was working at "Rico's" and Miley was occupying one of the counter stools, but the one Lilly usually occupied, remained empty.

"Oh, she's over there," she said as she absentmindedly gestured to her left, not looking up from her strawberry smoothie.

As casually as he could, he turned his head in the direction Miley was pointing. When he spotted her, he immediately felt his throat get dry and close up. Lilly was sitting a little ways down the beach, and with her, was a boy he had never seen, and they were sitting dangerously close together.

"Who is that dude? Her cousin?" he asked Miley, trying to ignore the crack that appeared in his voice, and praying desperately that his sister didn't catch it.

Still engrossed with her smoothie, she didn't look at him when she replied, "That's Chris, from school. He has a massive crush on Lilly."

It was a good thing Miley wasn't looking at her brother when she made that statement, otherwise she would have seen his jaw drop to the floor, and him blinking in shock.

Recovering quickly, he collected himself long enough to squeak out, "That's cool."

That's what he said, but on the inside, his mind was reeling. He looked pack toward the pair and saw Lilly flirting with Chris. She was hanging on to his every word, playfully touching him, and giggling loudly at his jokes. "That should be me." he thought randomly.

His eyes widened. Did he really just think that? He did. He was jealous of Chris because he wanted to be the one with Lilly.

He tried to shake the thought from his head. It was a ridiculous notion. She was his little sister's best friend. But he watched them get up from the sand to leave and wrap each other in a hug, and he felt a pang in his heart. And it was then that he realized, he was in love with her.

He remembers every time he was too scared to tell her.

"Jackson!" she said loudly, snapping him out of his trance.

"Huh, what?" he asked, completely unaware of what was going on around him. Both she and his sister looked at him like he was completely nuts. Well, they always looked at him like that, but that's beside the point.

"Umm, hello?" his sister questioned sarcastically. "We asked you what you wanted on the pizza, like, three minutes ago. But you were off in cuckoo-land."

"Yeah, Jackson," she said to him, shrugging her blonde hair off her shoulders. "What were you thinking about anyway?" she asked.

It was a innocent and valid question, but he couldn't stop the blush from rising in his cheeks. "I...uh, I..." he stammered, trying to stall for time while racking his brain for an appropriate answer. Finally he simply told her, with an uneasy smile on his face, "I, uh... I can't remember."