Dylan's house

"You wanna talk about him?" Dylan asked sitting beside Kelly on his couch

"Jake? Nope... I would like another drink though!" She grinned, half tipsy

"Good idea." Dylan poured another

"I don't get it." Kelly giggled to herself

"Get what?" Dylan asked

"Every time I try getting on the right track, I end up taking a wrong turn..."

"Cheers to that." Dylan replied, raising his glass

"I love Steve you know, but I knew it was time I did what's best for me... I don't know how the hell I thought Jake was it."

"And now we're talking about Jake..." Dylan sighed

"I really gotta try this whole independent thing... stop getting sucked in to the same old dreamy-eyed trap." Kelly took a swig of her cup

"It's okay to make mistakes, Kel." He rubbed her back

"How many times can you make the same mistake?"

"Until you figure it out." He added

"I'm so sick and tired of being the girl with daddy issues... But I crave knowing what it's like to be able to trust a man... I know it's wrong, but sometimes, even if it's just for one night, it's nice to feel loved."

"Well, we have our parents... especially our fathers to thank for our trust issues."

"I guess that's why I like the whole popularity thing... You're adored by so many people as if you've made this huge accomplishment by existing."

"Yeah..."

"Guess that's why you don't like it, huh? Because you know it's not real." Kelly bit her lip

"Yeah... you know, you and I are not that different." Dylan turned to her, "Deep down we both believe there has to be more than this"

"I'm searching for it, I just don't believe there is anymore."

"Well that's the difference... I accept being alone, as long as it's on my own terms, but deep down, I'm just as scared of being alone as you are... we just gotta learn to let people in."

"Which brings us back to trust..."

"And our fathers letting us down." Dylan added

"So what now?" Kelly asked

"I don't know..." Dylan took a sip of his whiskey, "But I've been thinking about fear a lot lately and how it stops me from taking risks... and well, giving up my comfort zone."

"You?" Kelly chuckled

"Yeah..." Dylan grinned, "I wanna be able to go for what I want and screw what anyone else thinks of it... I mean, it's my life right? If I don't live it, I'll never know."

"I'm not sure I follow..." Kelly looked puzzled

"We wanna know what it's like to love... like really love, trust, the whole nine yards..."

"Yeah?"

"But we never try."

"What's the point in trying, Dylan? Once people think of you a certain way, you can't change their minds... that fear of losing is always going to win."

"A wise girl once told me that not trying is in fact failing." Dylan winked at her

"Maybe she was wrong."

"Maybe she wasn't"

"Okay, let's say she wasn't." Kelly began, "You try, you try your best to take risks and rid yourself of all the judgment people put on you... then you get let down, just as you predicted, you're alone again, just like you started, except this time, it's not on your own terms, it's hell."

"I'm starting to believe, I am the master of my own fate... no one creates my hell, only me."

"I just don't think it's worth it anymore..."

"It's all worth it... life is what you make it."

"I hope that's true..." Kelly smiled at him and he smiled right back

"You know, Kel..." he moved closer to her, "I'm tired of being afraid to be happy..." he leaned towards her, glanced into her eyes and she found herself leaning in too. Their lips met, a slow pace at first, that sped up and deepened, their hands found each other, as they passionate wrestled on the couch, for the first time her body was in his arms, his hands felt her soft skin and his body felt her touch. He pulled himself ontop of her and kissed her neck while beginning to raise her top.

"Oh, my earring fell out." She sat up, picking it up off the floor, and he smiled back at her, leaning back in to continue where they left off

"It's getting pretty late actually... I should get going." Kelly stood up, putting the earring back in

"You don't have to"

"I think I do, Dylan... I think we're making a mistake"

"Now it's a mistake?" Dylan asked

"We've become really good friends, Dylan... we can't afford to lose anymore than we already have."

"I think there may be more than friendship here." Dylan said sternly

"Yeah... we connected... but I think we're getting caught up in the moment and we should stop before it gets any worse."

"I think it's a little more than getting caught up in the moment."

"Well whatever it is... it has to be enough."

"Is that best for us or best for you?"

"Come on, Dylan... we both know that when we wake up tomorrow morning things will be different. So instead of getting carried away, we should stop before this gets messy and we lose our friendship."

"There you go again, friendship... can you look me in the eye and tell me that you're honestly just concerned about our friendship?"

"I am..."

"Whatever you say, Kel."

The next morning

"I can't believe this." Donna squeeled as Kelly drove her to school, "Kelly, you guys could have had something!"

"Donna, come on, get real... If I let that happen yesterday, we both know Dylan would be letting me down this morning."

"That's your prediction, not a fact."

School grounds -grass pitch

"See, right there... Dylan's barely spoken to me apart from a hello..." Kelly whispered to Donna as they sat there, watching Dylan and David talk from afar

"You're the one that told it was for the best..." Donna rolled her eyes

"He can't even keep our friendship going after last night... and you're telling me I should have let it go further?"

"I don't know, Kelly... I just don't believe Dylan would have opened up to you the way he did if he was just looking to get into your pants like all the other girls."

"He has a different girl every weekend... who knows what he says to them."

"We both know he doesn't talk about anything that personal to anyone, ever." Donna corrected

"Whatever, we're not supposed to be arguing about Dylan, I'm supposed to be working on my boy-free independence!" Kelly insisted

"You do that, I'm gonna steal my boyfriend away from your make-out buddy." Donna teased and Kelly gasped, playfully hitting her.

School hall -lockers

"Hey, you okay?" Dylan asked walking up to Kelly

"Yeah, why wouldn't I be?"

"Oh, so that's how it is?" Dylan chuckled

"What are you talking about?"

"You... putting up your walls in defensive mode the day after you said our friendship was too important to jeopardize... that was your reason right?"

"I'm putting up anything, Dylan, I told you this is how it would be."

"Then I hope it's exactly what you wanted." Dylan walked off

The weekend -Sanders Party

"No Jake tonight, Kel?" Steve grinned

"No, he's out of town."

"His loss." Steve smiled

"You got that right." her smile fell when Dylan walked in, "I didn't know Dylan was coming."

"Neither did I." Steve shrugged before running off to a group of friends.

"Hi..." Kelly spoke when Dylan approached

"Hi." He replied and Kelly smiled nervously

"I'm gonna go get a drink..." Dylan mumbled and Kelly nodded, as he quickly walked away, she let out an exasperated sigh as he left

Outdoor pool

Kelly walked outside to find Dylan sitting there chatting to a brunette

"Oh... sorry to interrupt." Kelly said abruptly, Dylan sensed her disapproval

"Give me a sec." He said to the brunette before running up after Kelly

"You alright?" He asked once he caught up with her

"Yeah, and clearly you are too."

"Am I missing something... are you mad at me?"

"You know, thank god my instincts haven't disappointed me."

"What are you saying?" He pulled her to face him

"I knew I should have stopped us when I did, I knew you'd pull this kind of shit soon after"

"Kel, you chose this remember? This is what you wanted, you made that pretty clear to me."

"You're right, I'm sorry, please continue." She shoved his hand off her arm and walked off

Kelly Taylor's house

"Kelly, someone's at the door for you!" Jackie called from downstairs, Kelly groaned before coming down and heading to the door

"What are you doing here?" She said once her mother had gone back into the living room

"I'm here for you." replied Jake.

The next day

Kelly and Donna were sunbathing on the beach

"I just don't get it." Donna began, "Jake treated you like crap and you're considering giving him another chance, I wouldn't give him the time of day! Dylan on the other hand, you won't even talk to?"

"Donna, Dylan has been the one guy that takes me seriously, who actually listens to me and understands my problems, if I fall for him, I know he'll hurt me... then I will have lost him... I really don't want to know what that feels like."

"Well, Kelly, it seems to me that if you keep pushing him away the way you are now, you've already lost him."

"Donna! You saw him with that other girl last night."

"Yeah I did... But I also know that you ended things before they even began... you didn't give him a chance."

"Yeah, I didn't, and he still managed to hurt me."

"You hurt yourself, by lying about how you really feel."