Just a short story about what I like to think Lip and Karen's thought process was in the beginning of S1. Pretty simple and sweet. It focuses mainly only Lip, but there's some insight to Karen's POV part as well. Hope you like it! (:

DISCLAIMER: I don't own Shameless or any of the characters.

When they first start hooking up it was just for fun. He'd be lying if he said she hadn't been on his eye the past couple months before they started hanging out. That was pretty much the reason he offered to tutor her in the first place. When she mentioned she was having trouble with physics he didn't let that opportunity go. It wasn't like he was going to let himself look into her all that seriously though. He just liked spending time with her. He tried not to care when he'd hear about her seeing other people, but he did end up finding himself caring... a lot. It wasn't lost to him that he never hooked up with anyone other than her, but she didn't know that. (He thinks that's probably for the best.)

To be fair, it's not exactly like he had girls lining up to be with him, but it wasn't as if he was incapable of hooking up with someone else either. He really didn't care either way; she was the only girl he wanted to be around. When she'd mention other guys, he'd try to act cool even though he was pretty much jealous as hell on the inside. He always tried act extra cool when he was around her, he just wanted to impress her. He tried really hard to hide how hard he was falling for her. He wondered if she felt the same way about him.

He wasn't an idiot about it though; he knew what she was like, and he knew what he was getting into. That's why he was pretty good at being casual about the whole thing at first - they both were. But the more he got to know her, the more he started to think that she was kind of the greatest person he'd ever met. She was amazing. She got him, and he got her. They found a way of connecting on this level through all their issues. They were forming this real friendship above everything else. She was becoming his best friend. How could she not expect him to fall for her?

Whenever they would hang out (which was quite often), it's not that she would ever made him second-guess himself or anything, but she did make him get nervous (the butterflies kind of nervous). He wanted her to like hanging out with him as much as he liked being with her. She was funny, and easy to talk to. She didn't judge anything about him. She was cool, nice, and beautiful. She was independent. That was something they both learned at a young age. She was smart too. She wasn't superficial either; that was the difference from all the other girls that got Lip's attention more than anything else. He always wondered why she would bother spending time with him; there were tons of guys lining up to be with her.

He'd never been Mr. Popular, but despite that, sometimes it seemed like that's how she saw him. Apparently science turned her on. For some reason the things that made him different from everyone were the things she liked most. Not that he's ever cared what everyone else thought. But he did with her.

It was almost uncharacteristic of him to fall for her as hard as he did. It was different for a guy like Lip to feel so dependent about a girl. He'd never been that involved in girls, and he definitely hadn't ever felt this way about anyone before. He'd always been in control. He had always been logical and self-reliant in everything he did. That's just how he was, and how he learned to be. But the more he fell for her, the more he wanted her. And the more he wanted her, the more he needed to be with her. A part of him was scared he'd drive her away if she knew how bad he had it for her. He was hoping if she hadn't already, then she'd eventually fall just as hard for him too.

Karen was falling for him though - a lot harder than she ever expected to. She'd be lying if she said she hadn't her eye on him a few months before he started tutoring her; he was different, and that was exactly what she was looking for. She never thought they'd form a connection like they did though. He got her in a way that made her feel understood, special, safe, and truly cared about... things she hadn't felt in a while, and things she didn't feel with hardly anyone but him. The more she got to know him more the more she wanted to be around him. It scared her; she didn't typically fall for guys in this way. For one, he was a fucking genius, and that was just hot. He was also a total badass, and one of the sweetest guys she'd ever met at the same time. He was such an interesting person to be around too. He was seriously the coolest kid she knew, and it didn't hurt that he was insanely attractive. A part of her was afraid one day he'd realize he was way too good for her.