I let out a small sigh and glanced at the clock. Halfway through class. You can do it Audrey! The teacher's voice droned on and on, becoming monotone in my half-asleep mind. I doodled absentmindedly in my notebook where I was half-heartedly taking notes. I shifted and fidgeted in my seat, running my fingers through my medium-length black hair, trying desperately to pay attention. Instead, a song I had been listening to that morning while getting ready for school came into my head, and try as I would to think of other things it stayed there, making me want to burst out singing it. Um, yeah, not such a great idea.

Scowling inwardly I resorted to doing the only thing possible I could do at that moment: I stopped taking notes and started writing some of the lyrics.

If I told you things I did before

Told you how I used to be

Would you go along with someone like me?

If you knew my story word for word

Had all of my history

Would you go along with someone like me?

There. I did it. I got it out of my head and transferred it onto the paper. I read the lyrics over and over, smiling to myself at my success.

"Macie!" A voice suddenly exclaimed my last name loudly. The next thing I knew my desk was being hauled in the direction to my right. I gasped but before I could process what was happening twinkling blue-gray eyes and a wide, bright smile were mere inches from my face.

Ah, Zach Davis, owner of the twinkling blue-gray eyes and wide, bright smile. He was one of those guys in high school who could light up a room with his presence and always had numerous guys and girls around him. He was not the tallest guy around, at a few inches under six feet, and not the most athletic although he was on the swim team. But he possessed a magnetism that just drew people to him. He always looked like he was having a good time, always with that wide, bright smile on his face. It was like he never had a bad day in his life. In addition he was nice, funny, talked with everyone about everything and anything, and was incredibly well-liked all across the social spectrum.

"You're my partner," he informed me, the smile never leaving his face. He bobbed his head a little as though he was immensely pleased with his, causing his blonde hair, which just touched the top of his ears, to move slightly. The movement caused the strands to catch the overhead fluorescent lights, turning the ends into a warm, golden color. And thoroughly distracting me.

"Um, what?" I sputtered out as I hurriedly turned away from watching his hair and searched for my pen that I had dropped in my surprise from being hauled over.

"You're my partner," he repeated as he bent down in his seat momentarily and straightened back up, my pen in his hand. "Here you go."

"Partner for what?" I asked as I took the pen from him, my fingers slightly brushing against his. "And thanks," I added, smiling a little at him.

"No problem. What are friends for?" he replied lightly, amusement evident on his face as he looked back at me.

Friends. He considered us friends? I supposed we were school friends. But what did that mean to him, exactly? He had plenty of those.

I met Zach the year before, in English. Well I knew who he was, before that, since he was so popular, but I had never spoken to him. At the start of the year our first paper had to undergo peer review with the four people sitting around us, and he happened to be sitting next to me. And so it had continued throughout the year, us exchanging papers for peer review. Sometimes he tried to start conversations with me that weren't school-related but we were almost always interrupted by other people who wanted to talk with him and casually brushed me aside as they took up all of his attention. I didn't mind. I know that makes it sound like I have low self-esteem, but the truth was that I knew there were always people who wanted his attention and to be seen around him, and I had no need of that. I had my own small circle of friends and I got along with pretty much everyone even though I was relatively quiet. I was always surprised he even bothered to try to get to know me at all. He also started greeting me in the hallways in between classes when he spotted me, no matter who he was with. And trust me, he was always with someone.

School had just started up again from summer break, and Zach had completely surprised me the first day when he spotted me walking towards him as he was standing in the middle of a group at his locker. "Audrey!" he had called out with a smile that simultaneously lighted up and softened his features, for once not calling me by my last name. I smiled back at him, his enthusiasm and warmth lighting up my mood. As I walked by he held up his hand in a high-five gesture and I automatically put my palm to his. Instead of a quick pat like I was expecting he intertwined our fingers, and gave my hand a squeeze. As things tend to sink in slowly for me I kept on walking away instead of stopping and practically tore my hand from his. Nevertheless he kept smiling at me as a soft, fond look appeared in his eyes, one that I had never seen before when he looked at me. And I hadn't seen it since that day.

"We have to come up with a list of ten titles of coming-of-age books, Macie. We needed to partner up, and I chose you. Weren't you paying attention?"

"Um, of course I was," I replied, feeling myself blush a little as I looked away from Zach and watched my pen twirling in my hand.

"No you weren't." I could practically hear the smile in his voice. "You were doodling and then I saw you write down something really fast. What was it?" I felt his arm brush against mine as he leaned over to get a look in my notebook.

In a flash I had flipped the notebook over to an unused side, remembering at that moment the lyrics I had written down. I didn't want anyone to see them. They felt…personal and meaningful to me, and I was hesitant to share them with anyone else. Especially not with Zach, who, come to think of it, I barely really knew.

"So you were saying we need to make a list?" I asked as casually as I could while I wrote down the numbers 1-10 in the margin of my notebook. It only sunk in then that Zach had just admitted he had been watching me during class, and at his lack of response to my question I turned to him.

I almost pulled back when I realized his face was even closer to me now than before, our arms still touching. I could feel the heat coming from his arm, feel the blonde hair rub against my skin. And I noticed, for the first time, how good-looking Zach really was. He had long brown eyelashes framing his blue-gray eyes, a perfectly proportioned nose and an oval shaped face with defined cheekbones and a strong jaw line. His features were further emphasized by his sideburns, something that most guys in our grade could barely pull off. He was so close to me that I could see there was some stubble of blonde and brown starting to show on his chin and jaw, which were at about my eye level anyway, since I was a lot smaller than him, standing at only five feet. And then I realized my heart rate had sped up and was beating loudly in my ears. No wonder he was such a hit with the girls.

"Yeah, we need to make a list," Zach answered, his voice softer than before, no trace of a smile on his face as he continued gazing into my eyes. He moved away from me suddenly, our arms no longer in contact, his face now a safe distance from mine. He smiled again but it seemed forced to me, like he was purposefully trying to change the charged atmosphere that had descended on us. "Let's get started."

So we spent the next ten minutes coming up with our list. We actually came up with more than just ten and then we spent some time debating which ones we wanted on the list. When we were done I realized there was still some minutes left of class and that most people around us were still struggling to come up with titles.

"We work well together, Macie," Zach remarked and leaned back in his seat. "We're one of the first ones done."

"Yeah," I replied, not knowing what else to say, as I started drawing random squiggly lines in my notebook.

"You like to doodle a lot huh?" Zach said as he leaned over again, our arms touching once more. This time I felt goosebumps rise on my arms at the contact and prayed he didn't feel them. I shrugged a little.

"Passes the time," I answered, drawing more lines. I felt self-conscious as he continued leaning into me, not bothering to move away at all as he continued to watch me draw. And if I admitted it to myself, I rather liked it.

"Hey can I ask you something?" Zach asked after a few seconds of silence.

"Sure," I replied easily, wondering what on earth he had to ask me. I stopped doodling and looked at him, giving him my full attention.

He smiled at me and, I swear, blushed a little. He looked away from me and rubbed the top of his head, making his blonde hair spill haphazardly over his forehead, once more catching the light. "Have you ever wanted to completely change yourself, become someone else?"

I blinked in surprise at him, watching him to see if he was serious about his question. "Why are you asking me?" was the only thing I could respond with.

Zach looked back at me and smiled a little sheepishly. At the same time he moved away from me, our arms no longer touching, as though to put some distance between us now that we were talking face to face. He shrugged a little. "I think you're the kind of person who thinks about things like that sometimes, and I could use some advice."

I laughed a little at this. Was he really serious?

"What's so funny?" he asked, his lips twitching as though he wasn't sure if he should smile or not.

"Are you, Zach Davis, one of the most popular and well-liked guys in school, asking me, of all people, if I've ever wanted to become someone else? Why the heck would you want to be someone else Zach? You've got more going for you than most people even dream of during their high school career. Not only are you popular but you're musically and artistically talented and, to top it all off, you're smart. Why would you want to change that? You've got it all."

It was the most I had ever said to Zach, and, as the words came spilling out of my mouth I realized with horror that I hadn't meant to spout off on him like that. But before I could apologize I saw his surprised expression morph as a twinkle and a soft, fond look in his eyes appeared and his lips turned up into gentle smile.

"Would you believe me if I said there's only a handful of people who really know me, Audrey?" He spoke my name softly, gently, making it swirl with his tone. I felt my heart rate speed up again. "You're on the outside looking in, but I can tell you that as popular as I seem, it's also hard to know who I can trust. Maybe I want to change that. Maybe for once I'd like to know if people I come in contact with want to bother with the real me, and I can stop with this act I put up."

I looked away from him then, studying the titles I had written down, surprise and shock flooding over me as I digested his words. "Um, maybe you shouldn't have picked me to ask that, Zach. I'm gonna have to think it over and I don't even have the faintest idea what it's like to be in your position."

"Audrey." He spoke my name softly again, but with a hint of pleading in his tone. "I asked you for a reason. Please tell me what you think." And before I knew it he had placed a hand on my shoulder, squeezing it gently and not letting go.

I hesitated, feeling myself tremble a little at his touch. What was I supposed to say? I was not good at dealing with being put on the spot. I could feel the heat rising in my cheeks and ears and it was all I could do to not squirm.

"Well, I think it takes a pretty brave and honest person to want to make a change like that," I heard myself saying as I started to twirl my pen in my hand again. I kept my eyes on the pen. "But it seems to me you don't want to necessarily change who you are. It sounds more like you want to change who you have around you. And Zach, if that's what you want to do, it can be easily done."

"What do you mean by that, Audrey?" His voice sounded softer, lower, closer, as though what I was about to say was the most important thing to him at this moment, at this time.

"Um…"I said, a little shakily, and swallowed. I seemed to be trembling even more and I could swear I could feel beads of sweat start dotting my hairline. I shrugged a little to dispel some of my tension but Zach kept his hand on my shoulder. Taking in a deep breath I willed myself to look him in the eye.

"Zach, your charm, your personality…you can use it all to your advantage to change anything you want. If you want only certain people you trust to be around you, then do it. Get rid of the rest of the crowd that hovers around you and follows your every word. And you can do it in a way so that no one even really realizes you're getting rid of them. It's that simple, and that easy."

He broke eye contact with me and I saw him smile a little to himself. Then his blue-gray eyes met my brown ones again. "Thanks Macie. I knew I could count on you." His hand dropped from my shoulder after giving it another squeeze and he continued to hold my gaze. I distantly heard the bell ringing as I became lost in those blue-gray eyes, in that soft, fond look that was pouring out of them and directed at me, as though I was the only one he was seeing…

A jostle from the desk behind me snapped me back to reality. "Oh sorry," said the kid who was sitting behind me, a big football player who barely fit in the seats anyway. I mumbled something neutral back to him as I stood up and pulled my desk back to its original position and gathered up my things to leave. Zach had already taken off without even a good-bye. I sighed and wondered if maybe I had fallen asleep in class and dreamed up the whole conversation.

The next few weeks passed by with no major changes. Well except the fact that Zach and I apparently were not friends anymore?

I hadn't really known what our relationship, or lack of one, up until now, was really based on. But now we definitely had no relationship, as though I had fallen off of his radar and was not even noticeable anymore. Which puzzled me, as I had always thought of him as a nice guy. And I hated to admit it to myself, but I felt a little hurt.

"Anything?" Phoebe Blake, one of my best friends, was always optimistic and had been asking me nearly every day, during lunch, which I had after English, if there was any change.

I sighed dramatically while taking off my bag and put my hands on my hips. "No. And my heart is breaking." I covered my eyes with my hands. "How will I live?" I continued on, needing to let out the lingering hurt I was still feeling in a mocking way. "How can I go on without that natural blonde hair, that killer smile, those eyes that show the depths of his soul…"

"Oh quit it," came the voice of Carly Schuster, our other friend, close behind me. I felt a nudge against my back and uncovered my eyes to smile at her. "Go write some angst-y poetry why don't you," she continued to mutter as she sat down at our table. I laughed as I pulled my lunch out of my bag.

"He'll talk to you again. I'm sure of it," Phoebe said emphatically, nodding to herself. "Don't listen to Carly."

I shrugged. "It's ok. I'll live." Out of the corner of my eye I saw the subject of our conversation striding confidently towards his usual table, smiling at the people seated there already, and I watched as they all seemed to perk up and greet him enthusiastically. He was bobbing his head a little and his blonde hair and laughing eyes and bright smile made me shake my head.

"It's a dangerous combination," Carly remarked, apropos of nothing.

"What's a dangerous combination?" I asked as I took out my food and started to eat.

"Blonde hair and blue eyes," Carly replied, looking at me closely.

"They're blue-gray," I heard myself saying before seeing a satisfied smile on Carly's face. I almost smacked myself. I had walked right into that one.

"I don't," I said fiercely, and defensively. I knew I had gone into dangerous territory seeing Carly's smile widen.

"None of us blame you, Audrey. You're just joining the rest of the girls in our school. Heck, I admit that two years ago-."

"Please stop," I said in a quiet voice, one that I didn't use very often, but I felt a little shaky inside with my newfound knowledge. Maybe it wasn't so newfound after all, if my continuing feelings of hurt were any indication. Carly knew me well enough to know I was in no joking mood now. She simply nodded and started eating her lunch.

The three of us sat in silence for some minutes before I heard Phoebe sigh and looked up at her. "What's up?" I asked her as she was frowning a little.

"Oh I just realized I'm going to miss English on Thursday, since I have a dentist appointment."

"Just copy my notes. I'll give you my notebook before you leave. No worries," I told her. We had the same English teacher, just different periods.

"Thanks Audrey," she said, smiling gratefully.

That Friday, after classes were over, I stood in front of my locker trying to figure out what books I needed for the weekend, running through a mental list of my classes.

"Audrey," said a voice. I almost jumped when I recognized it and turned my head to see that Zach was standing close to me. Feeling tongue-tied and suddenly nervous I merely gaped at him, feeling my eyes grow wide.

"Here," he said simply, holding out something to me. I looked away from his face to see that he was holding out my notebook. The same notebook I had given to Phoebe the day before, at lunch. I stared at it, in disbelief, for a few seconds, before looking back at Zach. He looked really nervous and was fidgeting a little. For the first time I saw Zach Davis appear unsure of himself. His head was slightly bowed and his shoulders were sagging. He shook the notebook a little, still holding it out to me. This time I managed to unfreeze long enough to take it from him.

"What-" I started to say but before the word was barely out of my mouth Zach had turned and walked away quickly from me, almost like a puppy with its tail between its legs.

Feeling more puzzled than ever I examined the notebook in my hands. Yes, it was mine all right. It had English written on the cover, in my writing, and was covered with some random stickers I had decorated it with. But how did Zach end up with it and why did he have it anyway?

I opened it and examined the pages I had used so far, which weren't that many considering we were only a month into the school year. Nothing seemed to be missing or altered in any way, until I got to the last page. I felt my heart skip a beat and my breathing sped up. There, underneath my notes for Thursday's class, Zach had written something.

I did before and had my share, it didn't lead nowhere

I would go along with someone like you

It doesn't matter what you did, who you were hanging with

We could stick around and see this night through

I knew it was his writing from the numerous times we had exchanged papers for English. Nevertheless I continued to stand there, reading the lyrics over and over again, in a state of shock.

Suddenly propelled into action I tossed the notebook into my bag and slung it over my shoulders while I slammed my locker shut. I hurried down the hallway in the direction I had seen Zach go. I didn't know if I could even catch up with him but I had to try.

Luckily for me, since Zach was so popular, he had been stopped by someone just before the exit to the parking lot. I approached them tentatively, kind of hoping he wouldn't notice I was there, as I didn't want him to bolt like he had before. I was still a few feet away when the guy he was talking to clapped him on the back and walked away from him, and Zach turned to exit through the doors.

"Zach!" I called out, my heart starting to beat wildly in my chest. I saw Zach freeze in his tracks and knew he had recognized my voice. He put his hand to push the door open and I thought for sure he was going to continue out to the parking lot. "Zach, wait!"

He paused, his hand still on the door, but it was long enough for me to go up to him. I wasn't sure what to do, or even what I really wanted to do, but I found I had put my hand on his arm and tugged gently.

Slowly Zach turned to face me. He was blushing, with his head still bowed low and his shoulders sagging. His eyes had lost some of the light that was usually in them, and he had no smile on his face. He looked defeated and almost desolate. In fact he was looking at me as though I was the only one who could give him back the vitality and energy he had somehow lost.

The sight of seeing him so vulnerable, and open, made my stomach do flip-flops. It was as though I was seeing Zach Davis for the first time, not as the popular, magnetic, carefree, cheerful person he appeared to be, but who he really was underneath and that he struggled sometimes just like anyone else.

Still keeping my hand on his arm, I moved so that I stood closer to him, closer than I ever had before. I could smell a light, pleasant masculine scent coming from him. I squeezed his arm gently and raised myself on my toes a little as I pressed my lips against his cheek. After a few seconds I pulled away and dropped back flat onto my feet. I looked up at him.

Zach looked stunned, his eyes wide with surprise, like he couldn't believe what had just happened. I felt my heart still beating wildly, wondering what his next move would be. Then I saw the blush fade a little from his cheeks and he smiled a little at me. He raised his hand and touched my side bangs that had fallen over my right eye, smoothing them back, then his hand cupped my face as he traced my cheekbone gently with his thumb.

The soft, fond look was back in his blue-gray eyes, which appeared more blue than gray at this moment as he seemed to stand up straighter and his other arm slid around my waist.

"Audrey," he murmured as he bent down and kissed my cheek, his lips warm and smooth. He kissed my eyelids and I realized then that I had closed my eyes, then the tip of my nose. I opened my eyes to see him smiling his wide, bright smile at me. Only it was slightly different than how he usually smiled. It was softer, happier. I smiled back at him.

"I've liked you for a long time, Audrey," Zach said softly as his hand left my face and he pulled me right up against him. I wrapped my arms around his neck. "You look at me like you actually see me, and that you care about me, more than anyone else does. And I want that. I need that from someone."

I felt slightly confused. "But Zach," I hesitated. I didn't want to ruin this moment by being too realistic. His eyebrows quirked up questioningly. "I…I don't really know you. I've barely really talked to you. And you don't know me either."

He chuckled quietly and tightened his arms around me. "I do know you. I know you're smart, and opinionated, and nice, and funny, and you don't tolerate anyone you don't think is worth your time and energy." His smile grew wider at my stunned expression. That was a pretty accurate description of me. "And you do know me, better than you think you do. Or you wouldn't be standing here with me right now."

That was true as well. I wasn't going to deny that over the course of the previous school year I had started to fall for Zach as I had observed how nice he was and that we had the same sense of humor, and how I often thought we would go well together.

"I know you like indie rock music," said Zach, as he let go of me and took one of my hands and intertwined our fingers. He pushed open the door and led us outside towards his car.

"Oh yeah," I replied, his words reminding me. "How'd you end up with the notebook anyway? I gave it to Phoebe yesterday."

Zach smiled and squeezed my hand. "I saw you giving it to her. Your notebook is an unusual purple color. It's hard to miss. I've been wondering since that day what you wrote in there that you wouldn't show me." We reached his car and he unlocked the doors and opened the passenger door, then he took my bag off my shoulders and placed it on the seat. He took off his own bag and tossed it in the back.

I raised my eyebrows as his words sunk in. "You watch me a lot don't you?" I said mock exasperatedly as I crossed my arms over my chest. "Seems kinda creepy."

"I prefer to think I just enjoy looking at the girl I like a lot," Zach replied, bobbing his head like he did when he was happy, his smile gentle and teasing and making my heart beat faster. He pulled my hands away from my chest and intertwined our fingers. "You always look so thoughtful, like there's a million things running around in your head at any given time. I have a class with Carly and I talk about you with her sometimes. She said you're very perceptive and great at giving advice."

I raised my eyebrows at him. "So what was that whole thing about, that day in class…about you wanting to change yourself?"

Zach blushed a little and let go of one of my hands to rub his head. "Well I did want to change…I mean I still do and I'm still working on it." He sighed and picked up my hand that he had let go. He smiled a little at me. "I started almost the next day, what you told me, how easy it would be. And it was easy…except that some people don't seem to get the message and…well I'm still surrounded by them. I…well after I realized that…I…I was afraid you'd think I was just mocking you, for asking you and then not making any kind of change…I didn't want to be a jerk…but I think I ended up being one anyway because I couldn't face the thought that you would think badly of me and so I just ignored you. Or tried to…I think about you a lot and every time I saw you I wanted to tell you how I felt about you but…" He shrugged and seemed to lose some of the life in him again as he looked at me desperately.

I smiled as gently as I could at him, as I processed his words and understood what he was trying to say. I couldn't believe though that my opinion was so important to him. "I didn't expect change to happen overnight, Zach. And unless you become a total ass you're not going to get rid of people that easily. You've just got something about you, this magnetism, that draws people to you. It's a part of you. Don't try to get rid of it because honestly, it's a great thing you've got. I really like that about you."

"Yeah?" he said, smiling again as he pulled me towards him and let go of my hands to wrap his arms around my waist. I reached up and touched the ends of his blonde hair which were turning golden in the sunlight. They felt soft against my fingertips and I ran my hand in his hair, arranging it so that the front strands fell across his forehead in the style I liked best on him. "Well I like you, Audrey Macie. I like your honest opinions and I like being with you." Zach bent his head down towards me and kissed me gently, his lips caressing mine slowly as I nibbled on his bottom lip. He pulled away and smiled his special smile at me. I could get used to seeing that every day.

"So what happens now?" I asked softly as I traced his jaw with my finger, down to his chin that had a small dimple in it.

"Now I take you out for some coffee," he replied as he put his hand in my hair.

"And what happens after that?" I asked after a momentary pause while I touched the golden ends of his hair again. I had always been fascinated by his blonde hair.

He leaned into me and put his forehead against mine. "After that, I hope to catch you doodling and writing more lyrics in your notebook during class. Only now I hope you'll show me what you write."

I laughed. "I will Zach. As long as you're interested I'll show you."

"I'll always be interested, Audrey," murmured Zach as he leaned in to kiss me again.

A/N: So a small one-shot from me, inspired by the song by Peter Bjorn and John. I always try to write something light-hearted but they always end up running along some deeper theme that eventually gets incoporated. Thanks for reading!