Disclaimer: I don't own Sky High.

So, I'm all for Warren and Layla.

ALT CAFETERIA FIGHT SCENE (AU FROM THERE)

HOW LAYLA BECAME WARREN'S GIRL FRESHMAN YEAR

Layla watched in horror as Will stumbled and as his food landed on Warren Peace.

She watched as Warren stood up, towering over Will.

Warren had more height and muscle on him giving him the advantage over Will but as she watched him flare up, she realizes that his anger was clouding his judgment.

People could get hurt because of his anger. Will, her best friend could get hurt because of his anger.

She had to do something. But what?

She didn't like using her powers for fighting and there were no nearby sources of plant life for her to use anyway.

She watched as the crowd jumped back and she took a deep breath and then ran off towards the fighting boys, ignoring Magenta's "Layla!"

She skidded to a stop in front of Warren, a few feet in front of him, Will several feet behind her.

"Warren. Stop."

He focused his eyes on her and she took a deep breath. His eyes are brown and she can see the fire in them.

"I know you don't like Will, but other people can get hurt. And I know you don't want to hurt other people."

Warren's hand were still flaming and she took another deep breath.

She steps closer tuning out Will's yelling.

She saw Warren's eyes focus on Will and the anger was back.

"Warren, please." She begs.

His eyes land back on her and then they soften. His hands and arms which were flaming up, suddenly flared down.

She stepped closer and closer until she can see his brown eyes and the fact that he has a scar on his face and gently touched his arm.

"Thank you."

He suddenly grabbed her arm and pulled her close and she can only see him. She looks up as he looks down. She can see the curiosity in his eyes and his hair smells good.

"Flower." She stiffens and he freezes at her intake of air.

He then let her go, eyes apologetic.

"I didn't hurt you did I?"

She shook her head no.

He smiled at Layla felt her heart pound. He was gorgeous when he smiled.

"You should smile more."

The words slipped put of her mouth and she blushes.

He chuckles softly.

Magenta was stunned when Layla ran, she should have known that the girl would try to protect Will, but she was surprised when she slid to a stop in front of Warren.

She watched, as did the entire cafeteria as the two had a conversation in which he eventually powered down.

She watched as he suddenly grabbed her her wrist and watched as the two held a silent conversation. Then Warren dropped her arm and suddenly he laughed, she could see a faint smile on his lips and realized that his smile could lure millions of superheroines to become villains.

Principal Powers hurried to the cafeteria. She had gotten reports about Peace and she sighed.

He was a bright kid, a loner but she was afraid that with Stronghold coming that he would act up.

She entered the cafeteria to find Warren powering down as a small girl with red hair stood in front of him.

She watched stunned as they seem to hold a conversation and she took a step forward as Peace grabbed the girl's arm but then she saw him laugh and she studied the situation.

It seemed like the little freshman girl was able to tame Peace's flames.

"Mr. Peace !"

Warren snapped up at the familiar voice of Principal Powers.

The woman in heels strolled over to them and Layla was face to face with the principal of the school.

Warren stepped in front of Layla.

"She had nothing to do with this Ma'am."

"I'll be the judge of that Ms.."

"Willams, ma'am."

She raised an eyebrow.

"Daughter of Hope Williams?"

Layla nodded.

"Mr. Stronghold, if you could join us."

The three were escorted to the office where the two boys were scolded for fighting. Will tried to protest the detention and slammed his hands on the desk, causing it to break.

"Super strength?"

Warren snorted and Layla placed a hand on his shoulder calming him down.

Will and Warren were both given detention and Layla was given a warning.

A week later she watched in horror as Will and Warren were chosen for save the citizen.

She watched as Warren and Will did their own thing she rolled her eyes.

Men, why couldn't they for once work together.

Then things took a turn for the better. She smiled as things seemed to go well and then she screamed as Warren was surrounded by a vortex of wind making it hard for him to breath.

He looked up to where she was screaming and she could swear he saw her, despite the fact that he was close to falling. Then Will saved the day by saving Warren and then launching him to save the citizen.

Layla watched, tears in her eyes as Warren landed on the floor, the citizen rolling out of his grasp. She saw him ignore Will's hand and get up.

Will was then mobbed by the heroes and she tried to wave to him but he simply smiled as Gwen draped herself over him.

Layla saw Warren walking to the locker rooms by himself.

She broke away from her friends and ran up to him.

"Peace!"

He turned around to look at her, black eyes softening when he saw her.

Leafy."

She looked at him puzzled.

He simply gave her a smile.

"Are you okay?"

He nodded.

"I'm fine."

She stepped closer and she could see the faint bruises on his arms where he fell and how red his eyes were, and his throat looked like someone had choked him, he had suffered from the loss of oxygen. She touched his chest.

"No, you aren't."

Warren looked at her and then wrapped her arms around him and she burst into tears.

As weird as it sounded, she hated seeing him in that position, fighting for breath. She hated it more than seeing Will turn to his hero friends.

He pulled away and held her face in his hands.

"I'm okay, Flower."

She nodded and kissed his cheek as she walked away.

Warren stared at her as she walked away.

He saw her sitting there by herself. He watched as hours passed yet she refuses to move from her seat. He had a feeling Stronghold stood her up. Standing someone on a date is a horrible thing to do, especially to someone as sweet, pretty, and kind as Layla Williams.

He approached her and he loved how her face lit up when she saw him. He flirted with her a bit, showing off with his powers and then he listened as she talked about her and Will.

He could see why they were so close and why she waited for him all night long. But he was curious.

"How long have you been in love with him?"

She froze.

"Since 1st grade but I think I'm starting to fall out of love. The Will he is now isn't the one I fell for and even if he changes I don't think I can love him that way again."

He nodded.

"Tell him. Tell him how you felt. He should know." She looks at him, eyes wide, lips apart.

Then he rattled off her fortune and her lucky numbers, so she would stop looking at him like that.

She laughs and he smiles gently.

"I don't know, maybe I will tell him. Maybe I won't."

Suddenly a voice broke him out of their bubble.

He sighed.

"Back to work. I get off in half an hour. I'll walk you home."

He didn't leave room for any arguments.

After his shift was over, he walked her home.

"Do you not have a car?"

He laughed.

"I have a motorcycle but my older sister used it today."

Layla nodded.

He walked her to her door and she kissed his cheek as a thank you. He waited for her to get inside before he left home. He found his older sister curled on the couch, a laptop balancing on her leg. She was yawning.

"Where's...?"

She jerked her head to her room.

"Just fell asleep."

He stepped over a teddy bear and kissed his sister's head.

"Don't stay up too late."

She laughed.

"No promises baby brother. " There was a pause.

"You smell like apples and flowers."

Warren blushed.

"Night."

His sister smiled and she waved a hand as he walked to his bed.

The next day he was surprised when Layla sat next across from him at lunch.

She then launched into a story that ended with her announcing they were going to homecoming together. He is surprised but smiles which seem to surprise her.

Her friends come and he leaves but before he leaves, he agrees to go with her, making sure to clarify that it's just to make Stronghold jealous and not because he likes her. She's different and intrigues him but he doesn't say that.

He asks her to homecoming the next day, with a lily plant in his hands so she can plant it when she gets home. It may be for pretend, but the least he can do is actually ask her.

When Will questions him, he snaps.

"I asked her at the Paper Lantern, but I felt like she deserved something special."

Layla blushes as agrees as everyone looks on in disbelief. He kisses her cheek and walks her to class.

Warren is leaving work when sees a bunch of kids on Stronghold' property. Then he catches sight of red hair and a green jacket entering the house. He knows it's Layla so he follows her.

He sees Layla and Gwen having a conversation and hears every word she said.

Layla backs away and goes to leave and he sees Stronghold appear, happy to see her.

Layla bites back tears as she yells at him at him and then she turns around and he is right there, pulling her outside and away from the house. When they are some distance away, she burst into tears, angry ones.

They sit on her roof, as she makes flowers grow and die. He lights a small fire keeping them warm but she still sits on his lap, with his jacket over her.

He buries his head into her hair and he tilts her head up. He kisses her.

Thier first kiss is gentle, curious. She pulls away blushing and he smiles. This time she kisses him.

She goes inside and he walks home to find his sister waiting up with mugs of hot chocolate and a cat ate the canary grin. He signs.

"Damm empath."

She laughs.

"Where's dad suit?"

She jumps up and down silently, not wanting to wake the baby.

He feels weird wearing his dad's suit but his sister makes the best of it. Before he leaves the house, she begs him to take pictures and to have fun and be safe. She hands him a corsage, a white flower.

"For your date."

He kissed her cheek.

"Thanks, sis."

He doesn't tell her that his date could make her own. His sister has gone through a lot, and taking this small flower would mean a lot to her.

He enters the gym and spots her in a gorgeous green dress, her red hair done in curls.

He approaches her to hear her say,

"Al guys in this school are jerks."

He laughs,"Gee thanks, flower."

She turns in surprise and he takes her in, her gorgeous eyes and pale skin, her red lips and green dress, the way her curls frame her. She is beautiful. He looked up in time to see her eyes look him up and down and smile when he swallows hard.

"Thought you weren't wearing a suit?"

"Dad doesn't have much use for it in solitary."

There is an awkward pause and she offers him a cheese cube which he eats and then he pulls her to him, looking in her the eyes.

"I'm really glad you are my date.'

She smiled.

Principal Powers watches them and smiles.

Seems like Miss Williams is good for Warren.

Warren wants to give her the corsage but then Gwen starts her speech and Layla smiles at Will's parents. Then things take a turn for the worse when Gwen becomes Royal Pain and his biggest concern is protecting Layla.

He blasts a vent open and she crawls inside, a bunch of her friends following her.

When they leave the vent, she stands next to her and he holds her hand. She smiles and he notices that Layla's friends are looking at them.

She nods.

Then Will comes in and apologizing and Layla steps closer to him.

Will turn to Layla, directing his apology to her.

Layla hugs him and accepts it because they are best friends.

Will's face fall at the word best friends and at how she steps back next to Warren.

Then trouble comes and Warren kisses her hand before he takes off. He hears Penny target Layla and smiles. Having gotten a preview of Layla's power he knows she will have no trouble beating Penny.

Sure enough, when he sees her she looks perfect but worried.

They meet up to figure out how to fix the gravitational device and then they head to help Will with Gwen, but he has it under control, mostly.

Layla screams when Will goes flying and he grabs her as they all fall to the ground. He pulls her into his arms and cradles her head keeping her safe as much as he can.

She's crying and he remembers the smile on her face and she talks about first grade and knows she loves Will a lot.

She looks at him and he has to tell her.

"Layla, flower."

She smiles.

He kisses her hard as they fall to their supposed death. When they pull away he whispers against her lips.

"Thank you."

Then they jerk to a stop and then they are going back up.

Will flies in and he and Layla step back as Will defeats Gwen.

They head outside to deal with the babies.

Will's parents come to praise them but he sees the way they look at him. He knows they see his dad, everyone with the exception of his sister and Layla do. Even he sees his dad. He knows that the Commander recognizes him. Layla, however, holds his hands the entire time and smiles at him.

He looks down at her and then remembers the corsage pulls her away from everyone and pulls out the crushed corsage.

"I was going to give this to you earlier but.."

She laughed and used her powers to revive it and he places it around her wrist. A flash makes them blink and he looks up to see who the girl with the camera is.

"Cam."

"School pictures, I'll email this to you. Nice to see you smile Peace."

Warren laughs and looks at Layla and then he kisses her, and she kisses him back.

So that is the story of how his arch-rival, Will Stronghold became his best friend, and how his arch rival's best friend, Layla Stronghold became his girlfriend.