Disclaimer: None of the characters belong to me!

A/N: Warren/Layla oneshot! Enjoy and let me know what you think!


Layla sighed as she walked through the front doors of Sky High.

Things had not gone the way they were supposed to. She was supposed to have been happy. Granted, she hadn't been unhappy, but she was sure that she was supposed to have been happier. At least, she always thought she'd be happier.

Regardless of whether she should have been happy or not though, the situation was irrelevant.

She had been dating Will Stronghold for several weeks, if you could call it that, and today they split up.

But really, didn't dating mean that you did activities as a couple other than homework? And it wasn't even the kind of homework where you disappeared for a make-out session under the pretence of homework. It was just homework.

The most she'd gotten were a few kisses on the cheek and the occasional one armed hug in front of their friends. Weren't boys supposed want more than that? All the conversations in the girls bathrooms were whispered giggles of what exactly happened that Friday night in the back row of the movies and the latest kiss they'd read about in the latest teen magazine.

Maybe it was because she didn't have that much experience, maybe that was why Will wasn't interested. After all, she knew that he'd made-out with Gwen Grayson on more than one occasion.

So what was wrong with her?

Even when she made the first move, something always came up. Something that would prevent anything from happening.

There was nothing wrong with him being respectful, but did he have to do it all the time?

Even girls without boyfriends got more action over the weekend with some guy they hooked up with at Saturday nights party than she did.

And as much as she didn't want to admit it having pined after Will for so long, he wasn't everything she'd dreamed of and decided she'd wanted.

He wasn't even the person whose company she enjoyed the most anymore.

Heading over to her favourite tree, she was surprised to see Warren Peace already sitting underneath it.

He was dressed as he always was, dark jeans, heavy black boots, that battered black leather jacket and a t-shirt that had definitely seen better days. His hair was loose, falling over his face, the red streak vivid against the otherwise dark locks of hair.

His bag had been carelessly dumped down beside him, and a book was in his hands which were clad in his customary leather gloves.

"Hey Warren." Dropping her bag down next to him, Layla waited until he looked up from his book before pulling one of his hands away from the object.

"Hey! What the hell?"

Ignoring the protest and scowl that came with it Layla didn't let go of his hand. Instead she plopped herself down on the ground between his legs. Wriggling back slightly to get comfortable she pulled his arm back around again so he could reach his book and continue reading.

"You wanted something Hippie?" He growled as she leant back against his chest and nestled her head into the crook of his neck. His entire body was hard, tense with annoyance at the familiarity of her actions.

"Don't you have class?" She asked.

"No." He said shortly. "What the hell are you doing Hippie?"

"Going to sleep." Layla told him as she closed her eyes.

"So what? I'm your dreamtime pillow now?" He snapped sarcastically.

"I get cold when I go to sleep, you're always warm, so if I go to sleep next to you, I won't get cold."

"Your not next to me, you're on me. And I feel I ought to mention the fact that in this position I can see right down your top." That statement wasn't exactly true, it was said primarily to get a rise out of her, although he could see more than usual. Not a particularly bad view from where he was sitting, although some of his bad ass reputation would go out of the window if it became known that the Hippie had cuddled up and gone sleep on him.

"Don't be crude Warren." Layla told him sleepily. She didn't make a move to get off him, and instead snuggled back further against him. "You can wake me up before class lets out for lunch so no one knows." Folding one arm across her stomach, she allowed the other to slip off her lap, and wound her fingers around the chain hanging from his pocket. Another little wiggle and that was it.

Stunned Warren didn't speak for a minute out of shock. What the hell was she doing? Only seconds after asking himself that question he noticed the smell of her shampoo, some girly crap admittedly, but although he'd never say it out loud, it actually smelled quite nice.

Taking a deep breath he tried to calm down his body. He couldn't believe that the Hippie was about to give him an unknowing hard on. She was warm and soft against him, her butt pressed tightly against his groin, the tops of her breasts not that far away from his eyes and the smell of her shampoo in his nose.

Those damn little wiggles she given! Hadn't Stronghold taught her anything? Actions like that, while entirely innocent on her part could never be that straightforward for a guy, especially when she was pressed up tight against him.

Shaking his head in disbelief as he realised that she had in fact fallen asleep he gave a soft snort. She had to be the only person in the entire damn school that would fall asleep on top of him.

With a small sigh he brought the book round to rest on her stomach and continued to read.

Time passed far more quickly than he was used too, and before he knew it the bell rang signalling class was over.

Layla stirred and started to sit up, ready to move as she'd promised him earlier.

The loss of her body heat startled him, and before he knew what he was saying he felt his arms tighten around her. "Go back to sleep Hippie."

She gave a mumble of agreement as she settled against him again, twisting around so that she could rest her cheek against his chest, one of her arms wrapped itself around his waist while the other settled itself on the waist band of his jeans on his hip, her fingers tangling themselves in the belt loop.

Warren cursed mentally as he felt her breasts press against his chest. Shit. This was what you got for being a good guy, self inflicted torture.

Jeez, she was his best friends bloody girl! He shouldn't be fantasising about his best friends girl, about how she smelt, the way she fit against his body and just how good she felt there. He shouldn't be thinking about kissing her, about how her hair would look spread across his pillows as he pressed her into his mattress and the way she would moan his name as he branded her neck and collar bone with love bites.

Fuck. How fucking twisted was that? His. Best. Friend's. Girl.

The though of her spread out on Will's bed quickly banished the thought, and Warren scowled and turned back to his book, wrenching it open with a jerk.


"Hey guys."

His friends visibly jumped as he appeared behind them.

"Will!" Squeaked Ethan, "What are you doing here?"

Giving his friends an odd look he said, "It's lunch time Ethan, where else would I go but the cafeteria at lunch time?"

"Nowhere! Which is why you're here! In the cafeteria!"

Will tried to glance out of the window to see what his friends had been staring at. It had to be interesting, they weren't the only ones, more than one student had rushed to the window and peered through the glass only to rush back and grab their friends and return again.

"Seriously, you won't believe it unless you see it!" A girl squealed as she pushed through the crowd, her friend hot on her heels.

"What's going on guys?" He asked.

"Nothing. Absolutely nothing. Nothing. Did I mention nothing?" Zach stammered. "Because absolutely nothing is going on outside. Nothing." He couldn't help stressing the last word.

Magenta elbowed her boyfriend in the stomach to shut him up before speaking. "Hey Will, guess what! Chocolate cake!" She smiled at him brightly, the expression somewhat out of place on her face. "Don't you just love chocolate cake? Let's go get some!"

Another girl brushed past him and reached the window, "No way!" She exclaimed in disbelief.

"Ok, what's going on?"

"Nothing." Zach reassured him.

Will sighed. "Zach, every time you say nothing is going on, it only tells me that something definitely is going on. Where's Layla?"

"Layla? Where's Layla?" Magenta asked repeating his question. "Layla's where Layla is! Who cares about Layla? Come on, chocolate cake, yum, we need to go now before it all goes." Looping her arm through his she tried to pull him away from the window.

"Guy's will you just tell me what is wrong?" Just as he finished the question, a gap appeared between the students who were looking out of the window. Pushing forward he looked out across the courtyard.

Warren Peace was sitting beneath one of the tree's reading. Nothing unusual in that. It was the girl curled up in his arms that had caught the students attention. It would have been interesting enough if she was some random girl, but as far as they were concerned it wasn't just any girl.

It was Will Strongholds girlfriend.

It was Layla. Obviously word hadn't gotten round that they'd split up.

It wasn't a sight he'd expected, but there was no hurt at seeing his ex-girlfriend asleep on Warren. After all, their break-up had been mutual, and since nothing had really happened between them it had been far too easy to go back to being friends.

He loved Layla, but he wasn't in love with her. Her plan in making him jealous with Warren had worked, but not in the way she'd intended. He'd panicked at the thought of losing his best friend and had mistakenly thought he'd felt more for her than he really did.

And Layla, Layla had been in love the idea of him. She'd fallen for the image she'd created in her mind, and in reality he just didn't meet up with the expectations she'd had of him. It hadn't taken her long to realise that either.

"They look good together." He commented.


He wasn't that surprised when the others joined him.

As soon as one student had noticed he was sitting under the tree outside having skipped out on class and that Layla Williams, who happened to be Will Strongholds girlfriend was asleep on his chest he'd known the gossip mills were going to go crazy.

He hadn't been wrong either.

He gave them a brief nod and set his book down. Lacing his fingers together, he let his hands drop down to rest on Layla's back as they'd been doing before.

"Hey Warren." Will greeted sitting down beside him. "Layla still asleep?"

Warren nodded and watched the others plop themselves down.

Will leant closer to him to try and catch a glimpse of Layla's face where it was buried in his chest. Warren felt himself involuntarily tighten his grip on her as if Will had been about to pull her out of his arms and forced himself to relax sneering at himself mentally. How pathetic was he?

She was Stronghold's girl, he had every right to pull her out of his arms and demand an explanation, hell that's what he himself would have done if their positions were reversed. He wouldn't be sitting himself down calmly, he'd be ranting and raving like a jealous fool that his girlfriend had cuddled up to another guy even if they were only friends.

"She crashed out as soon as she sat down." He explained, unknowingly he brought up one of his hands and trailed it down over her hair and curled the tips of it around his fingers. Letting the strands of red hair drop his hand made it's way towards a ringlet that was spread across his leather jacket and picked it up, winding the long curl around his finger.

"Oh." Was the eloquent response from Will.

Conversation started up among the friends as they discussed various school projects and plans for the weekend. Typically Warren remained silent, speaking only when spoken to.

All too soon though, yet another argument broke out between Magenta and Zach.

"Do you guys mind?" Warren growled as he interrupted the fight. "Layla is asleep, you want to argue, go elsewhere."

Unconsciously he ran his hand up and down Layla's back as she stirred from the noise around her. With a sigh she settled back against him.

"Come on guy's," Will said, interrupting the impending argument that was about to break out among his friends. "I need to go to my locker and drop my stuff off ready for gym, as do you. Lunch will be over soon anyway."

Magenta, Zach and Ethan grumbled as they got to their feet, but complied all the same. With a few muttered goodbye's, the other drifted off, leaving Warren alone in the company of Layla.

Layla sighed and raised her head, watching as their friends made their way back to the school building to get ready for their next classes.

Having collected the required change of clothes already, she wouldn't need to move until the bell rang signalling that lunch was over.

"So, how long you been awake?"

"Only since Will and the others arrived." Layla told him. "Couldn't really be bothered to move."

Warren snorted. "Good reason as any I suppose."

Silence reigned between them until Layla sat up, and twisted around to face Warren.

He watched with some confusion, as although she faced him, she wouldn't actually raise her head to meet his eyes. Instead she sat in front of him, fiddling with the corner of his leather jacket.

"Warren…Can I…can I ask you a question? I mean you don't have to answer it if you want, I mean you might think it's a little personal, and if you don't want to answer that's fine, I mean it's not like you have to or anything but-"

"Just ask the question Hippie." Warren told her having has enough of her babbling.

Layla took a deep breath and then spoke the question as quickly as possibly, figuring that if she went about asking the embarrassing question quickly it would hurt less in the same way as when you ripped off a plaster. "If you were going steady with a girl, you'd want to kiss her right?"

There was an incredulous pause between them as Warren simply stared at her, struck silent by the question.

Her face growing redder with every silent second that passed, Layla decided that retreat would, at least, allow some semblance pride. "Look, don't worry about it. It was a stupid question." She muttered, scrambling to her feet with as much speed as she was able.

She got as far as taking a step before Warren caught hold of her shoulder an swung her around so that she was facing him.

"Layla…" He scowled, angry with himself for not knowing what to say, for causing her obvious embarrassment on what was obviously a sensitive subject.

"Forget it!" Layla snapped as she tried to shrug his hand off her shoulder. "It's nothing. Just forget it. Please." She added quietly.

"It's not nothing." Warren argued. "And it's not stupid." He hesitated, not too sure how to phrase his next words. "But, y'know…it might be better if you had a talk with Will about this."

Layla snorted, her eyes burning angrily. "Oh sure. 'Hi Will! I know we've split up now, and we're going to be friends, but could you explain why you never wanted to make-out with me? I mean, I know it wasn't a problem for you with Gwen.' How's that?" She asked Warren sarcastically. "Because I have to say, the thought of my ex-boyfriend not finding me attractive enough to want to kiss me, and then going and asking him about it does wonders for my self confidence!"

The knowledge that she was no longer Strongholds girl knocked him for six, but it was the self mocking words that sent a chill up his spine.

"Look, I'm sorry for being an insensitive git," Warren snarled fast losing his patience, "But maybe you can talk to Stronghold about his, work things out." The words left an unpleasant taste in his mouth, but the two were the golden pair of the school. They belonged together, the same as peanut butter and jelly. As much as he wanted Layla, he knew she was far too good for him. The son of Baron Battle.

"I don't want to work things out, I just want to know why he didn't want to kiss me." Hissed Layla as she whirled away.

Reaching out, Warren caught hold of her shoulder once again and pressed her back against the tree they'd been sitting under previously and out of sight of the students. As her back hit the rough bark, his mouth covered hers and captured the surprised gasp she gave.

His lips were soft, but unyielding in their pressure as they pressed against her own, capturing her bottom lip and toying with it.

She was vaguely aware of his hand in her hair, tilting her head in the exact position he wanted while the other ran restlessly up and down her back before sliding down over her butt and staying there, kneading the soft flesh this way and that as he pulled her up against him.

Distantly she was aware of the bell ringing in the background, but neither of them paid any notice to it.

Warren drew his mouth back a little, still pressing hungry kisses to her lips and then trailing them along her jaw up to her ear. "Is that what you want?" He growled into her ear, tightening his grip on her ass, hauling her as close to him as he could.

Gasping at the sensations running throughout her body, Layla shivered as Warren's words hit her.

It was what she wanted. She didn't want to be treated like glass, there to be looked at and admired but never touched.

She'd always been something of a feminist, she didn't like the romance books her mother read, couldn't understand how the women could allow themselves to be possessed by the hero's, how a women could submit so willingly to such force and without a word of protest.

She was beginning to understand now though.

She could taste the hunger in his kiss, the need that was there which only inflamed her own.

His hand gripped at her hair, strong fingers digging into her flesh and pulling her closer, but it still wasn't close enough and in vain she tried to appease that feeling by winding her arms around his neck and standing on tiptoes as she leant against him.

"Good girl," He mumbled against her lips between kisses as she pressed tightly against him, and Warren forgot that he had originally kissed her in frustration, trying to make her see that there was nothing wrong with her.

He slipped his tongue into her mouth and gave a low groan as her own rose to meet it and they tangled teasingly. Each taking pleasure in the feelings they were capable of raising in the other.

Time slipped away from them as they explored each other, the moist caverns of their mouths and smooth white teeth, the skin that stretched over hard muscle and soft curves.

Gradually though, Warren became aware of the way Layla was squirming against him. Of the way her hips were thrusting against his looking for something more while each of his hands palmed her buttocks encouraging the movement.

Sliding his hands up to her hips, he lifted her a few inches so that she was standing on her toes and pushed his right leg between hers.

Layla stiffened at the action, and Warren began to wonder if he'd gone to far, if he'd read her wrong. He knew he was pushing her fast, knew that she didn't have a lot of experience but the knowledge didn't do anything to help him pull back.

He let his hands drop from her hips, and prepared to take a step back should she push at his chest.

Layla dropped down from her toes to the soles of her feet, intending to break away, but she miscalculated the movement, instead landing on Warrens leg mid thigh and sliding down to his knee. Layla yelped with surprise at the unexpected sensation, her hips automatically flicking forward to try and recapture the sensation.

Settling his hands back on her hips, Warren helped to guide her in the motions, urging her on and encouraging her actions. His mouth swooped back down to devour hers, delighting in the small whimpers and gasps she produced. "Sshh, sshh." He murmured in case someone should hear. Everyone was in class, and they were out of sight but in a school of superhero's you could never be too sure.

Her fingers were clutching at his waist, and abandoning her hips Warren took hold of them in one hand, raising them up over her head.

Layla looked up at him in surprise, but made no move to stop him; her hips moving confidently on their own now.

Cautiously he set his spare hand on her stomach, making circles on the soft flesh as he gradually moved a little higher with each stroke. Drawing back despite a small protest from Layla, he locked eyes with her, waiting for a hint of some kind.

She gave him a soft smile, and Warren brought his hand up to cup her breast. Her nipple pebbled beneath his palm, and he rubbed at it gently, toying softly and smiling with satisfaction when Layla gave a moan of pleasure.

Her movements where starting to lose their smooth rhythm, her muscles jerking desperately, searching for relief.

With a muffled cry against his chest, Layla's hips gave one last jerk and then stilled.

Warren too had gone still at the same time, and lethargically he dropped his hand from her breast, and brought her arms down from when they'd been pinned over her head. Wrapping his arms around her body, he held her tightly.

A part of him was scared that she would run after what had happened, after such intense emotions she might not be thinking clearly. Another part of him was scared that she might interpret things differently from what had happened if he did not reassure her.

Would she hate him now for what had happened between them? After all, he had started things between them, even if she had not protested. But what choice had he given her? Not too mention she was upset by the end of her relationship with Stronghold and the insecurities she'd taken away from the so called relationship.

He understood things the same as Will and Layla, but despite knowing it was because Will loved her as a friend and that he was not what he wanted, Layla still felt the rejection and hurt from their lack of communication until recently.

They stood there for awhile, both catching their breathe.

Pulling back from the embrace, Layla looked up at Warren.

To her horror there was remorse in his eyes, remorse over what had happened between them. Blindly she tried to pull herself out of his arms, wanting nothing more than to disappear than read the regret and disgust in his eyes.

"No, Layla stop it!" Warren protested as he struggled her keep hold of her. "I'm sorry alright? I'm sorry."

Humiliation burning in her heart, his words made Layla fight only harder, determined to be out of his sight before she started to cry. "You're sorry?!" She choked out. It was just as she'd feared, he regretted what had happened between them. "I'm sorry too!" She burst out.

Warren went still before her, his face blanching at her words. His eyes were dark with pain, and he felt sick to the bottom of his stomach at seeing the tears gathering in the corners of her eyes and the pain in her voice. She hated him now. "I deserved that," he said quietly, his voice raw, "for taking advantage of you. I never meant to Layla, it just happened, and then before I knew it…" His voice trailed off, and Warren didn't know what to say except 'sorry.' This was why he shouldn't have touched her, this was why he should have steered clear of her and why she belonged with Stronghold. This was what he got for being Baron Battles son.

Crossing her arms about her waist protectively Layla whispered, "You don't have to lie Warren, we both know you didn't take advantage of me. I'd rather you didn't treat me like a fool and lie to me just because you regret what has just happen. I know you only kissed me out of pity."

"Didn't take advantage of you…" Repeated Warren in disbelief, he ran his hands through his head and took a step back. "How can you say that? You've just broken up with your boyfriend and you were upset and vulnerable and I come on to you, pushing you for things you're not even ready for and you're telling me that I haven't taken advantage of you?" He said incredulously. "I regret it for your sake, not mine." Comprehension dawned on him as he realised that Layla thought he regretted it because of herself, not for any other reason.

He took her face between his hands, and stared hard into her eyes. "I don't regret what has happened between us." He told her. "Merely the situation."

A lone tear slid down Layla's cheek, and with a curse Warren hauled her into his arms, crushing her to his chest as tightly as he was able trying to express with gesture what he could not express with word.

He had to be hurting her, but she made no sound, and hugged him back with equal emotion.

"Don't you ever think that I kissed you out of pity. I kissed you because I wanted too."

Layla bit her lip and gathered up her courage to ask, "So it wasn't that bad, even though I haven't had that much experience?"

"No Hippie, it wasn't bad at all. It was amazing." He reassured her. "Although, if I say it was, would you accept my offer to practice until we get it perfect?"

A muffled chuckle emerged from Layla, but Warren made no move to release her just yet.

They stood there for awhile, taking comfort in each others presence in blissful silence until a rumble sounded.

Layla pulled back, her face flaming as she pressed a hand to her stomach.

Glancing at his watch, Warren snagged Layla's hand and lead her back beneath the tree.

He sat and pulled Layla down towards him as well, this time it was him wordlessly insisting that she make herself comfortable between his legs, her back pressed against his chest.

Rummaging through his bag he pulled out a brown paper bag containing his lunch and set it in her lap, opening it he dug through the contents to find something that she would like. "Egg roll?" He asked.

With a small smile she took the offered food and glanced up at his face.

Catching her eye Warren scowled. "Don't get used to it." He warned her.

Biting her lip, Layla glanced down momentarily so as not to smile. Having somewhat regained her composure she kissed his jaw bone and settled herself against him as she took a bite out of her egg roll.

His gruff comment was a way to cover his tracks, if he'd been that concerned about his reputation she'd never have been allowed to sleep against him during lunch break.

As difficult and defensive as Warren could be at times, Layla wouldn't change him for the world.