A/N: As the title suggest, this fic was inspired by the movie "She's All That". It won't follow exactly of course, and you might be able to pick up influences from other teen movies while you read.

I started this as just kind of a fun little thing to write, but its definitely involved into its own thing. If you looked it over before because it seemed like a cheesy idea, i just ask that you give it a chance, you might be surprised. And if you like it, (or I guess even if you don't) Leave me some feedback, I'd love to hear from you.

Astrid felt her breath catch a little in her throat when she saw him. She knew she would have to face him today, but she still wasn't ready. She wasn't sure how she expected to react, but as she felt the heat crawl up her neck, she realized anger was something she hadn't expected. Anger was fine, though. Anger she could handle.

It had been a typical Friday night date. It ended in his car at the abandoned parking lot that everyone gave the tongue-and-cheek nickname of "The Cum and Go Corral". It was not uncommon for Eret to take her there, and it was not uncommon for him to try to engage in the activities normally expected of a place with such a moniker. Astrid always refused to let it go that far. She didn't know if she was ready for that step. Hell, she wasn't even sure she loved him yet.

But they had been together for almost a year. She had prepared herself for this. She knew that she could only expect him to wait so long, so first she agreed. She would just suck it up and try to get over her apprehension. Things were going fine in the steamed up beamer, or at least they were until the moment of truth thrust itself, quite literally upon her. Something inside her screamed out that she still wasn't ready.

When she'd stopped him, he'd acted like everything was ok, at least until he got her to her door. His words were still running through her mind. I can't do this anymore, followed by a very mature: If you aren't going to put out, I'll find someone who will, and then ended with a final insult: Good luck finding anyone as good as me, sweetie, you had your chance.

When Ruffnut nudged her, coming to her locker beside her, Astrid forced her mind to come back to the present. It was just a regular old Monday Morning at Berk High School.

"Can you believe it, Ruff!" Astrid sneered, fists clenched by her sides as she leaned against her locker. "I mean, can you believe that asshole!"

Ruffnut gave a haughty laugh. "Yeah, but he's a hot asshole." Her eyes looked longingly towards the captain of the Football team. Ruffnut was violently pulled out of her lustful gaze by a sharp pain in her shoulder as Astrid punched her hard.

"RUFF! Focus!" Astrid shook her head, gritting her teeth. "He thinks he can break up with me, leaving me just 6 weeks before prom to find another date!"

"Right," Ruff agreed, before adding, "And even if you do, you'll probably still be Prom Queen, and Eret Prom King, and that will be all kinds of awkward."

Astrid's anger was being replaced by the need to get even. "Unless I make sure he's NOT Prom King."

Ruffnut laughed. "What do you mean, Astrid? I mean, asshole or not, Eret's still the most popular boy in school, there is no way he would lose."

Astrid shook her head. "Are you kidding me? I can make any guy at this school just as popular. He's completely replaceable."

Ruff looked longingly again towards Eret, who was talking with his own hoard of friends at the other end of the hall. The group of boys surrounding Eret were all clad in lettermen's jackets, broad shouldered and tall. "I don't know, Astrid," Ruff began dreamily, "Eret seems to have it all. Popular, cute…. and those muscles." Ruff sighed longingly.

Astrid punched her friend in the arm again. "When you get down to it, he's just a guy. Any guy can be popular." Her eyes took on a determined gleam as she glared down the hall at the man who had crushed her only a few days ago. "He just needs the right friends, the right clothes, and the right PR."

"You really think you can make any other guy as popular as Eret?" Ruff paused to take a mischievous glance through the hall to see if anyone was listening and lowered her voice, "Wanna make it interesting?" Ruff wiggled her eyebrows at Astrid with a smirk playing at the corners of her mouth.

"What are your terms?" Astrid smiled wryly, looking Ruffnut straight in the eye and crossing her arms.

"You say any guy can be as popular as Eret, right? So I get to pick the guy, and you have exactly 6 weeks to make him popular enough to be elected Prom King."

"Fine." Astrid crossed her arms. "And when I succeed and I see the look on poor Eret's face as someone else takes his glory, what do I get?" Astrid's intense glare was boring a hole into Ruff's face

Ruffnut stroked her chin thoughtfully. "Oh, you mean other than the smug satisfaction of crushing Eret?" She laughed. "How about 50 bucks?"

"Oh, you are on." Astrid and Ruffnut shook hands.

Astrid squared her shoulders and stood a little straighter. This would be fun, if nothing else. A nice project to take on that would help take her mind off of her current situation.

"Alright, Ruffnut. So who's the lucky guy who is going to end up being the most popular guy in school?"

Ruffnut looked around, pondering her choices. Sure, there were the science geeks, the meatheads, the outsiders, the choices were endless. She placed her hand on her chin thoughtfully as she mulled over the possibilities.

Thunk!

Astrid felt something heavy slide into the side of her foot. Both girl's attention snapped down to the ground in time to see several textbooks sliding in their direction and papers flying everywhere. Amid the confusion was a familiar looking boy sprawled ungraciously on the floor. That boy was Hiccup Haddock.

Hiccup had always gone to school with the group, and he'd always been different. He didn't really fit in with any of the different cliques at the school, so he mostly kept to himself. He was most known for his uncanny ability to always screw everything up.

Hiccup muttered apologies to people as they walked by, many of them stepping on his papers or kicking his books out of their way. He quickly tried to gather his things, desperately trying to avoid eye contact with everyone as they passed.

Ruff looked at Astrid and smiled, with a head nod toward the boy. "No, Ruff, really? Hiccup? Anyone but Hiccup!" Astrid's eyes were wide in horror as she spoke.

"A deal's a deal!" Smiled Ruffnut. "I think instead of fighting it, you should get to work. You only have 6 weeks!" Ruff laughed to herself. "This is the easiest fifty bucks I will ever win." She laughed and turned on her heal away from Astrid. "Listen, I gotta get to class, but you have fun!" Ruff chuckled to herself as she walked towards her 3rd period class.

Astrid sighed and looked down at the boy still scrambling to pick up his papers. She gave him the once over with a discerning eye. He was wearing ratty jeans, old torn up converse sneakers, and a black hoodie with a dragon sprawled across it. His hair was too long and hanging in his eyes, curling a little at the ends. It was brown, with just a hint of red when the light hit it just right, and he had a splattering of freckles across his cheeks and the bridge of his nose. It was so... juvenile. Plus he was skinny, not at all like Eret. Astrid had to admit, this could definitely be a challenge.

Taking a deep breath, Astrid decided it was now or never. She definitely didn't want to lose a bet to Ruffnut. She knelt down and began to gather the papers at her feet. "Here," she said as sympathetically as she could, getting down on his level while gathering the miscellaneous scraps of paper in her hands.

His eye rose up and met hers, and for a second she could see his cheeks flush red. "oh, uh, h-hi, uh, Astrid. Th-thanks, I guess."

Astrid looked down at the papers in her hands. She realized the papers had drawings on them. Some of them were of dragons, some were in an anime style with characters she'd never seen, but they were all actually very good.

"Hiccup," She said, gazing at the drawings. "I didn't know you could draw, these are amaz…."

"Give me that!" Hiccup snatched the papers out of her hands. "Listen… t-thanks for the help, but I g-gotta go." He stood up suddenly, but she noticed he seemed to favor his right leg a little. He scurried away down the hall, arms wrapped around his papers as though he was guarding them with dear life.

As she watched him scramble to make it to his next class with his head down, she wondered why she'd never noticed before that he was such a good artist. She had been friendly with him in grade school but she doesn't particularly recall him being artistic. They had drifted apart over the years and she had changed a lot. It occurred to Astrid that maybe Hiccup had changed a lot too, and wondered what else she had never noticed about Hiccup Haddock.

"Well, Hiccup Haddock." Astrid muttered out loud to herself. "I hope you are ready, because your life is about to change dramatically, and for the better." Feeling satisfied, Astrid headed to her own class.

000000000000000000000000000000000000

Of all the dumb luck in the world, Hiccup must have the dumbest luck of all.

There he was, sprawled on the floor because his stupid leg always picks the best times to remind him that he will always be different, his silly sketches spread all over the hall, when Astrid Hofferson would suddenly acknowledge his existence again. He'd tried to play it cool, but he knew he must have seemed like a spaz when he snatched some of his drawings right out of her hand. Those were just silly things he sketched when he was bored in class, no one was meant to see them.

What was she doing talking to him anyway? It had been years since they spoke. At one time Hiccup had considered her one of his best friends. Back in grade school, she was one of the only people who talked to him, and even as she began to get popular, she never joined in when the others made fun of him. He'd always thought maybe she was different, even though she ignored him.

She'd also complimented his silly sketches, but surely she was being sarcastic. Astrid Hofferson would never care about him or his drawings. He repeated this to himself as he hurried to class. He'd gotten good at keeping to himself and not letting the other kids get to him, so he would not let himself start caring again about Astrid. Maybe at one time he'd had a crush on her, but that was a long time ago. For all Hiccup knew, this was an isolated incident.

At lunch that day, Hiccup was sitting at his table alone, minding his own business, when suddenly he saw a flash of blonde beside him. She cleared her throat to get his attention.

"A-Astrid? What, I mean... what're you…"

"Hey, Hiccup." Astrid stopped him mid question. She adjusted her braid subconsciously and swept her bangs out of her eyes. "Is this seat taken?"

Hiccup's eyes grew wide with surprise at first, and then he caught himself, his eyes squinting in suspicion. He looked at her for a long minute, before very slowly and cautiously saying, "Sure….?"

Astrid pulled out the chair next to him and gracefully plopped down, smiling. "Awesome, thanks!" She turned and started to toss her salad with her fork, stirring it around while settling in and crossing her legs. "So, Hiccup, what's new?"

Something snapped a little inside him. What's new? What's new! Maybe if she hadn't ignored him for the last several years, she would know what's new. A lot had happened in his life since she started ignoring him completely in junior high. Things that no one else in this school could even fathom.

He really could have used a friend back then. Like back in junior high when his mom disappeared, or sophomore year when he had his accident, but instead he was left more alone than ever. The harder he tried to make friends with his peers, the worse off he ended up. He would always end up humiliated anytime he tried. So he had turned his heart into stone, shutting everyone out and just keeping to himself. Sure, maybe it was lonely, but he had Fishlegs at least, and this way he couldn't get hurt by his peers.

"Since when?" Hiccup answered, sitting back in his chair, subconsciously trying to put more physical space between them. "Since the last time you said hi to me, 2 years ago?" He set down his phone and crossed his arms at his chest. "Or maybe you mean since Junior high, when we were in history class together?" Hiccup took a deep breath, gathering courage to say his next words, "Or, maybe since we were actually friends in grade school before you started ignoring me? What's happened since then? I gotta be honest, Astrid, I don't know that a 30 minute lunch period is enough time to catch you up." Hiccup exhaled but a smirk played at the corner of his lips.

Astrid visibly recoiled from his statement. She looked down at her fork like she didn't know what to say.

"Look, Hiccup…" she began.

"No, you look, Astrid, I don't know why you are suddenly talking to me again, but I have no idea what you think you can gain from me. I'm not going to help your popularity status. I can't help you study. I'm a nobody."

"I don't need anything from you, Hiccup." She said quietly. "I just needed someplace to sit." She gestured towards her normal table of friends, which now included Eret.

Hiccup glanced over in time to see Eret making grand gestures with his hands while speaking to the table, with everyone eating his every word. He looked back at her. "So?"

"So? What do you mean? Hadn't you heard that Eret broke up with me?"

"No." Hiccup said plainly. "I don't make it my business to know gossip."

So maybe he had snapped at her a little. At first, the hurt look on her face gave him a smug satisfaction. Good! He thought to himself. Maybe now she understands how they have always made me feel. But as soon as the fleeting feeling of satisfaction washed over him, another feeling began to replace it. The sad expression on Astrid's face made his chest tighten a little.

Maybe she deserved it, but he didn't like being the person that caused it. She began to say something but he didn't trust himself to continue this conversation without saying more hurtful things. If he did that, he would be just as bad as them. So he excused himself abruptly, making an excuse about not being hungry, and went to his locker to get his books for the next class.

Hiccup sighed to himself and reminded himself yet again that it was his last semester. Soon he would be off to college and he can reinvent himself. He'll no longer be Hiccup the Useless, Hiccup the walking fishbone, or Hiccup the screw up. He would be in school among other art majors where he would fit right in. He just had to get through these last few months of school under the radar.

He'd spent the last 4 years learning how to be invisible, how to fade into the background, and now that he was in the home stretch, so close to getting through high school mostly unscathed, the most popular girl in school seemed to be taking him on as some kind of project. Why me? Hiccup thought to himself in despair. Things could never be easy.

He hoped that this was just a weird day and that he could go back to being invisible, but Astrid continued to sit with him at lunch every day. On Tuesday he'd basically just ignored her. She talked to him anyway and he only responded when it was absolutely required, and even then it was just the minimum response. On Wednesday when she sat with him, he asked her flat out what she was doing. She'd given him some excuse about still not wanting to sit with Eret, and trying to branch out her social circles, but Hiccup wasn't buying it. He was convinced that the minute he opened up to her, someone would jump out from under a table and reveal it all as a prank.

Wednesday after school Fishlegs came over for dinner, and the pair decided to work a little on their comic books afterwards.

Fishlegs had brought his laptop and drawing pad, and the two friends sat in Hiccup's room exchanging ideas and talking about their plans for comic-con this year.

"So what is the deal with Astrid?" Fishlegs finally asked, after all other topics had practically been exhausted.

"Aw man, Fishlegs, I don't want to talk about Astrid." Hiccup could feel his jaw set as he tried to concentrate on the shading on one of his comic panels.

"I mean, come on, Hiccup, suddenly the most popular girl in school starts talking to you, and you aren't even a little bit curious?" Fishlegs had set his drawing pad down, focusing his attention on his friend.

"No." Hiccup said flatly, avoiding eye contact with Fishlegs.

"Hiccup, it's not every day that your former dream girl tries to be your friend. I think you should talk to her. I mean, she's sat with you every day this week so far."

"Don't you think it's a little suspicious?" Hiccup asked, finally putting down his own pen. "I mean, come on, Fishlegs, she obviously has some kind of ulterior motive here."

Fishlegs tapped his chin thoughtfully for a moment. "You know, you may be right, but what an opportunity. Think of it like a science experiment. Maybe you become friends with her, then you can observe her and her friends. You could come back to me and I could record the data. It would be like a manual for popular kids. A study in anthropology, if you will."

Hiccup could see the scientific curiosity of his friend getting the best of him. "Fishlegs, we aren't talking about experimenting with fish or putting cats in boxes here, we are talking about real people."

"Look, Hiccup, I know it's kind of hard for you, since Astrid hurt you and all, but that was a long time ago, and it's our senior year! Do you really want to look back on this moment in 10 years and regret that you didn't at least find out why?"

"No, Fishlegs." Hiccup picked his pen back up and went back to focusing on his comic. "That is my final answer. Would you just drop it?"

Fishlegs shook his head but respected his friend's wishes. He went back to working on his own comic-con project, and the two resumed their normal conversations.