A/N: Hello again my readers! It feels so great to be back and writing. Isn't winter break great? Hahaha. I feel very inspired, and hope that this story is going to be quite fun to write. Back to Lily and Oliver, at the moment. This is very much AU, as there is no Miley, and, though I haven't decided quite where yet, the group certainly does not live in Malibu. I expect this to be of similar length to "Tell Me", but it is completely separate. Enjoy!

Chapter 1: Side-by-Side

Lillian Rose Truscott was stretched achingly over her work, marking and gluing with a precise passion. Her left hand scrawled impossibly faint pencil words in distant corners of large white pages while her right hand sorted a plethora of black and white photo prints. Her friends told her regularly that she was a fantastic multitasker, but she didn't see it. At the moment, Lillian Rose Truscott was overwhelmingly busy.

"Lily!" Maya's unmistakable voice carried impatiently through the upstairs hallway. "Lily," she watched as Maya's little heart-shaped tanned face peeked around the corner of the photography room's door. She looked exhausted. "I've been looking all over for you. Figures you'd be up here, on the third floor, in the farthest corner."

"Sorry Maya," she looked up to see a cheerful friend, "I've got to finish this portfolio by the weekend."

"I never thought I'd say this one, but then thank God it's Monday. Come on. Lunch is starting, and I here they're having the good chicken today."

"Ugh," Lily pulled her things into a messy arrangement on her worktable and reluctantly threw her old blue messenger bag over her shoulder. "I'm coming," she sighed submissively and shuffled after her best friend, out of the corner, down the stairs, and into the dining room.

Xxx...xxX

Oliver Oken slid the last of his AP Bio books into his locker and slammed the door shut. This, to his surprise, left him face-to-face with a blonde male best friend of his who leaned casually up against the green painted metal beside him.

"Oken! Where've you been?" the boy cracked a toothy grin. 'God, his self esteem is through the roof,' Oliver thought to himself.

"Actually, I had class fifth period."

"Aw that's right," Mike laughed. "I forgot you smart kids actually take enough classes to fill up a schedule. Most of us spent this period free."

Beginning to walk down the hall with Mike trailing excitedly behind him, Oliver replied, "Hm…Well aren't you lucky? What's got you so hyped up? Miss Casparillo forget to wear a bra again today?"

Mike went white, stopping in his tracks. "Don't talk about her like that."

"Sorry. I'll try not to get you all excited during the school day."

"I'd appreciate that, thanks." Mike continued to follow Oliver in a jumpy uncontainable lope.

"God, Mike, what?" Oliver turned on one foot in an instant to face him.

An all-knowing smile slid sneakily along his face. "Guess who the soccer team is playing this Saturday."

Oliver sighed. "Really, Mike? I don't know. Who are we playing this Saturday?"

Mike was nearly clapping with the wild movements he made, "The Wasps."

Oliver distinctly felt his jaw drop quite literally to the ground. It just unhooked itself and bam, there it lay. "But they're from out of state! And they're supposed to be the best team in the Midwest!"

"I know, right? I'm floored."

"There's an understatement. Damn, Michael! What if we win?" Oliver laughed hopefully as he led Mike into the lunch line. 'Hm. The good chicken,' he thought, inhaling.

"I know! I freaking can't wait for Saturday!"

Xxx...xxX

"Harvey!" Lily laughed, reaching across the long blue lunch table to slap the sandwich from her misbehaving friend. The rest of the group was in a fit of giggles.

"So Lily," Oliver asked between bites of his chicken, "How's the portfolio coming?"

"Ugh, guys, I don't know if I'm ever going to finish."

"Don't say that!" Maya jumped in supportingly.

"Yeah," Mike said slyly, "I think you know a few ways of getting some help."

"Ew! Mike! Not while I'm eating!" Lily threw her head back in laughter and raised it again to an intense grin-and-stare from Oliver. She turned her attention quickly to her green beans.

"So guess what ladies," Mike purred in joking seduction at Maya and Lily, "Us Blazers are gunna be playing the Wasps this Saturday, and Oliver and I are personally inviting you to watch us get all worked up and sweaty."

Oliver blushed furiously.

"Can't wait," Maya replied sarcastically.

"Who're the Wasps?" Lily asked.

"What!" Mike threw his head to the table, pulling up slightly to glare at Oliver, "I told you they wouldn't get it."

"Whatever, Mike," Lily laughed. "We'll come and watch your big-headed jock head play offensive soccer if it helps boost your ego."

"No!" Harvey looked suddenly desperate. "I wanted to go see a movie on Sunday!"

"What the hell?" Maya glared at him. "What does that matter?"

"Well now his ego's not gunna fit in the freaking theater!" He kept a straight and terrified face, sending the girls into giggles.

Mike looked annoyed.

Xxx...xxX

Lily and Oliver were lying side-by-side, stretched across her bed. Her parents, though they trusted her, would definitely not approve. Lily gave an upward thank you that they worked late on Fridays.

Silence.

And suddenly not. "NO MORE RICE KRISPIES! WE'VE RUN OUT OF RICE KRISPIES!" Oliver rolled off the bed, onto the floor, and onto one knee in a mournful serenade.

"Oliver!" Lily sat up in surprise, giggling at his use of old commercial jingle.

"MY TEARS WILL NOT STOP UNTIL I HEAR THAT SNAP, CRACKLE POP!" He finished, beaming.

"I can't believe you!" Oliver rolled back onto the bed beside her.

"What? It's a good song," he played innocent.

"I don't think you were even alive when that commercial came out."

"Are you saying I shouldn't appreciate the classics? This is the song of my ancestors." Lily was now leaned against one of her pillows, and Oliver was leaning closer, turned as if to hover over her.

"Hardly."

Oliver looked her straight in the eyes, with more seriousness than she thought he could muster, "I love my Rice Krispies."

Lily closed her eyes and smiled, sighing, "Clearly."

The silence came again. Not silence really, soft breaths from Lily were easily heard. Oliver rolled back over to lie beside her again, not so secretly glad that for the past fifteen years they'd been the closest of friends. It was cliché to say, but he could tell her anything, and he loved that almost as much as he loved—

BZZZZZZZZZZZZZZZZZZZZZ

"God, Lily!" Oliver jumped from the bed as her phone began to ring. He swore Lily had the most inconveniently timed phone calls of anyone he knew. This was just like that one time last year when he'd been on the soccer field and she was in the grass on the sideline, cheering him along. He, of course, was about to make the winning shot, and she, of course, just happened to have her cell phone on full volume when the call came in. Needless to say, his team was not too pleased with her, or him for that matter, after that one.

"Sorry!" she called, already half out of the room with her cell phone in hand. She glanced routinely at the caller ID, 'Maya'.

"Hello?" She picked up once she'd reached the hallway.

"Hey, Lily?"

"What's up?" she began walking comfortably up and down her upstairs hallway out of habit.

"So I was talking to Jess," she began and Lily sighed.

"Jess Stevenson or Jess Allivioli?" she asked quickly.

"Stevenson. Ew. I haven't talked to Jess Allivioli in like, three weeks," her cell phone answered her in a hollow sent-through-satellite voice.

"Oh, it only takes three weeks now?" Lily chided.

"Shove it, Lils."

"Sorry, you go through guys so fast these days, I just can't keep up."

"Do you want me to get to the point or not?" Maya sounded sarcastically irritated.

"I don't know. Teasing you seems pretty appealing."

"ANYWAY," Maya cut in before Lily had a chance to get anything else out, "I was talking to Jess, and he told me that Will—"

"Will Giordano!?" Lily's face went red. She felt her palms go sweaty and nearly dropped her phone. Oh yes, she was hopeless. Seventeen-and-a-half years old and she couldn't handle herself.

"Yes, Lily, we do all know that you've been crushing madly on Will since sophomore year. Would I really get you that excited to talk about another guy?"

"Probably," Lily said, but cut herself off anxiously, "Anyway…get to it."

"He and Angela broke up today."

"Eeee!" Lily squealed. "Why? Was it for another girl?"

"Nope. He's single now, Lils," Maya laughed.

"Ohmagod. You just made my day about ten thousand times better."

"Glad to. You'll have to go after that sexy Debate boy first thing on Monday."

"Will do, but I gotta go now, Maya," Lily walked back towards her bedroom door, "Oliver's waiting for me in my room."

"Ooh!" Maya called suggestively.

"Oh stop you freak. You know what I mean. See you tomorrow." Lily pulled the phone from her ear.

"Wait, Lily! Abstinence is key! Use protection! Stay in school!" The voice grew quiet as Lily pushed the little red "END" button on her phone. She slid it back into her front jeans pocket and opened her door to see Oliver rolled over, hugging one of her pillows, breathing deeply as if asleep.

"Oliver, ya jerk, get up," Lily called and threw herself next to him, making the bed bounce.

"Sorry," he yawned mock-sleepily, opening his eyes lazily one at a time, "Eaves-dropping on girl talk gets dull."

Lily raised one eyebrow at him in a death glare.

"Just kidding," he laughed unconvincingly, "What do you guys talk about anyway?"

Lily looked at him very seriously, "Girl stuff, Oliver."

Oliver mumbled something that sounded like an "Oh" and a subtle "Never mind" combined into one as he turned around and hopped cautiously off Lily's bed. "Well I've gotta go study for my BC Calc test on Monday. First test of the year. Can you believe it?"

"Always the brainiac, Oliver. It's not like you don't have a guaranteed A+ in that class already," she said trailing behind him out her door and down the stairs to the living room.

"Why're you following?" Oliver turned to ask her as he walked past the red patterned sofa.

"My mom just pulled in," she explained, grabbing his coat from the chair where he'd tossed it casually earlier. "We have to put on an act. Try to look convincing, like you weren't just lying on my bed with no supervision."

Oliver laughed, slipping on his tennis shoes, and opening the door to walk out just as Lily's mother reached it to walk in.

"Nice to see you, Mrs. Truscott," Oliver waved good-naturedly as he pulled his coat sleeves up his arms and headed down the street.

A/N: One chapter down. I know, filler and background and crap, but it's going to get quite a bit more interesting come chapter two. Soccer games can be quite a bit of fun when played just right. Hehehe. I hope to have Chapter Two up later today. Man, have I mentioned how much I love winter break? Thanks for reading! Please review!