Disclaimer: I only own the plot, because the movie did not go in the right direction.

Summary: I know its been done before, but I just love the idea of Layla/Warren and I couldn't help myself. Takes off after the Paper Lantern.

Warren's POV

He was intrigued. This girl had been sitting in the same booth the entire night and he had yet to see her face. But he was intrigued by her, something about her was special, was, he didn't know what, but a part of him, a very large and very strong part of him, felt intrigued by her presence.

So when the entire restaurant had emptied out and she was still there he walked over to her, pretending that his reason for going to her was his job.

"You still workin on that?" he asked her in his gruff voice. She looked up at him in surprise, and he couldn't mask his. He knew her face, and yet instead of being mad he was even more intrigued.

"Hey."

"Hey."

"We go to school together."

"You're Stronghold's friend." She nodded, looking a little ashamed and that peaked his interest even more, plus the fact that she looked so sad.

"Want me to heat that up for you?" he asked her as gently as he could, for some reason, he didn't want to scare her.

She leaned forward to whisper, looking positively scandalized.

"You're not supposed to use your powers outside of school."

He resisted the urge to smile and leaned in as well, unable to resist the urge to tease her.

"I was just gonna put it in the microwave."

She smiled sheepishly and he resisted the urge to grin again.

" I was supposed to be meeting Will here, but, do you wanna sit down?" she asked him and he judged her expression, she just looked sad, like she needed someone to talk to, and dare he even think it, hopeful?

"I think I can spare a minute." He nodded as he set his water jug down on the table and slid into the booth across from her. He couldn't resist the urge to show off a little and lit the tip of his finger with flame, lighting the red candle in front of him. She smiled, obviously impressed.

"So then there was this time in first grade, you know how you grow lima beans in school, and Will could not figure out why mine was growing so quickly, so I took pity on him and told him about my powers, we've been best friends ever since." She nodded, and Warren had yet to figure out why she was telling him this story, and yet he thought it was cute, her power impressed him, she couldn't destroy, she created.

"And falling for him, was that before or after the lima beans?" he asked with a small smirk and she looked at him in shock for a moment before trying to cover it up.

"I am not in love with Will Strong…" she trailed off as his expression didn't flinch, "Am I that obvious?"

"Yeah."

"Oh."

"So why don't you just tell him?" why didn't she? She was absolutely beautiful, and she was smart, her power was just amazing, and she was…she was…he didn't know but whatever she was, Stronghold would be an idiot to pass her over.

"Well, that's the thing. I was going to ask him to Homecoming but he likes someone else and she's perfect."

"Do you know what I think? I think that, letting true love go unspoken is the quickest route to a heavy heart."

Her face lifted and she looked impressed and intrigued.

"That is really deep."

"Yeah, and your lucky numbers are 4, 16, 5, and 49." He smiled at her as she caught onto the joke and started to giggle. He liked her giggle, and usually he hated even hearing the word.

Then his boss, Lady Kumiko, called to him in Chinese and he winced. He called back to her that he wasn't on a date, but she kept yelling so he looked over at Layla and gave her an apologetic look.

"I gotta go," he handed her the fortune he had read from and when their skin touched he could feel his power shoot to the surface, and he quickly grabbed onto the cool water jug to tame it, "See you around hippie."

She watched him go with a smile and that lifted his heart, even if he did have to keep defending himself and the fact that he wasn't on a date.

He'd been trying his best to read the words on the page before him but his concentration kept slipping back to the night before and the beautiful redhead that had smiled at him. It was stupid to think about her, she had been alone and vulnerable and hurt, and he was just someone to talk to, it didn't mean a damn thing.

So you can imagine his surprise when she sat across from him, a salad on her tray. She looked at him and smiled.

'Hey Warren.'

He stared at her in shock for a few moments before going to his defense mechanism, hurting other people before they could hurt him.

'Did I do or say anything last night to make you think this is okay?' he asked her and to his surprise she just continued to smile.

'Ha ha, you're so funny, but seriously, you're never going to guess what just happened. I was just about to ask Will to Homecoming,' he felt his powers rise to the surface at the very suggestion of the two together, and that confused him even more, 'when wouldn't you know it, I told him I was going with you instead.' She shrugged with a small giggle in her voice like that had been the plan all along.

'I don't remember that being the plan.' He growled low at her and she continued to smile, though it faded until a girl in purple, with matching streaks in her hair, sat down. So many people invading his space at once was starting to get to him, Layla he could handle, because truth be told he kind of enjoyed the hippie, but his reputation was going to be shot if people thought he was hanging out with freshmen girls because he wanted to.

'What are you doing?' he growled angrily at the girl in purple, whom Layla had greeted, appropriately enough, as Magenta.

'It's called sitting.' She deadpanned back at him with as much bite before asking Layla about tiger man, and the sequence of his tiger bite and exposure to radiation.

'Are we sitting at Warren's table now? I feel extremely dangerous.' A small black kid sat on his right and a tall, skinny, boy who looked almost albino compared to Warren's tan skin sat on his left.

'Whoa, whoa.' Started Warren, disturbed by the two newcomers sitting so close to him; didn't they know he was dangerous?

'This guy bothering you Magenta?' asked albino boy and Warren spoke up before she could give him her own scathing remark.

'Try the other way around. Does anyone else need a date to homecoming?' he growled low and he saw the kid to his right raise his hand just as Layla burst into very fake giggles and called him crazy, which made him wonder if she was, but the second she finished the sentence her face became somber again.

'I promise, I'll make this as painless as possible.' She pleaded, her green eyes wide with sincerity and he felt himself bristle when he finally understood her intentions.

'So you're not doing this because you like me or anything, you're doing this to get to Stronghold.' He clarified, and he saw her face fall, as he felt his stomach tighten into knots at the thought that she wanted to use him to get to that…that…well he couldn't think of a scathing enough word at the moment, but when he did, that's what Stronghold was.

'Yeah.' She confirmed his fears, but she looked so sad that he took pity on her.

'Then I'm in,' he smiled wide, and saw her face brighten right before he dropped the smile off his face as though all his smiling muscles had suddenly been stolen, 'But I'm not renting a tux.'

With that said he grabbed his backpack and stalked away, trying to convince himself that he had to get away for the sake of his reputation, and he knew that was partly true, but the more pressing reason was that with Layla so close to him, his powers were growing towards the surface so fast he would have lost control.

He was sitting out in the sun, enjoying the heat and trying his best to read his book, but just like earlier at lunch, he couldn't concentrate because he just kept thinking about Layla. He knew that agreeing to her plan had been a very bad idea, because he was going to end up hurt when she and Stronghold got together. It was bad, bad, bad, bad, bad, and yet he was slightly excited at the idea of people thinking he and Layla were together in that way.

He was about to give up on reading his book when he felt a swish of air by him and then his hand was being held between two much smaller ones.

'Hey there cutie, so I was just thinking about you…'

He stared at Layla in disbelief. He knew that she was flirting with him to get to Stronghold who was passing at that moment, he and his girlfriend Gwen Grayson, and yet the fact that she had called him cutie made his heart swell, did she really think he was cute?

Then he heard her trail off before gasping in pain and surprise as his powers shot to the surface.

'Ow!' she yelped and Warren felt momentarily bad about hurting her, but he didn't want her to know that he was losing control because of how much he was attracted to her, so he went to his defense mechanism.

'Never call me cutie.' He growled as he stalked away, leaving her behind, confused and her hand throbbing.

He was early for work, and so he had decided to walk instead of borrowing his mom's car. It was a nice night, and the moon was out, and although it was actually rather cold outside his power made it difficult for him to get cold, but he had his trademark leather jacket on anyway.

He wasn't watching where he was going and ran right into something, well, someone. A redheaded someone who smelled delicious, like honeysuckle, they smelled like, Layla. And sure enough when he took a step back, it was her, with large tears rolling down her face.

'I'm sorry.' She told him, not looking up to see whom she had bumped into, and she started to walk around him when he reached out quickly and snagged her arm.

'Hey.' The first word she had ever said to him.

'Warren?' she asked and he nodded slowly as he pulled her a bit closer to him.

'What's wrong, hippie?' he asked her and to his immense surprise, and secret pleasure, she stayed silent but launched herself into his chest.

He stood in shock for a moment before slowly, and gently, wrapping his arms around her as she sobbed.

'Layla?' he used her name this time but she still remained silent and her grip around his waist tightened. So he stayed silent as well and kept his arms wrapped tightly around her to comfort her the best that he could. His powers were growing towards the surface again, but he forced himself to concentrate on the girl he was holding and why she was crying.

'What're you doing out here in the middle of the night besides trying to drown me?' he demanded, and he didn't mean for it to come out as harshly as it had, but he was worried about her, she had told him she didn't believe in using her powers for violence and there were people who lived in Maxville who wouldn't think twice of taking advantage of someone as sweet, naive, and gorgeous as Layla.

'I went to tell Will how I felt about it him and he was having a party, but it was only for heroes and he didn't invite me or any of the other guys and Gwen was there and…' she trailed off as a fresh wave of tears grabbed onto her and Warren pulled her close again.

'Whatever he said, or whatever she said, don't listen to them, okay?' he murmured against her hair and she involuntarily shivered at the feeling.

'Cold?' he asked her, though he couldn't see how she could possibly be cold being as close to him as she was.

'A little.' She covered up with a shrug and he gave her a small smile, nothing compared to the one he had given her at lunch, but a smile nonetheless.

'Here.' He pulled his leather jacket off his frame and wrapped it gently around hers. She smiled up at him and gripped it, keeping it wrapped around her before a frown covered her lips.

'Won't you need this?' she asked him and he shook his head.

'No, I don't really get cold.'

She nodded in understanding and pulled his coat tighter around her to block out the chill.

'Are you going to be okay?' he asked her, feeling bad about leaving, but if he wanted to keep his job he had a feeling he'd have to move soon.

'Yeah, I'll be alright maybe I should talk to Will tomorrow, after all it was Gwen who said all those horrible things.' She replied and Warren had a very strong urge to barbecue Gwen Grayson alive, along with at least singeing Stronghold.

'That sounds like a good plan.' He told her, even though his heart was screaming that it wasn't true, that it was a horrible plan, that he had feelings for her.

She smiled at him again and he returned it, liking the look of her in his jacket.

'Thank you Warren.' She muttered quietly and before he got a chance to say anything she leaned up on her tiptoes and kissed his cheek. He stared at her in slight shock for a moment before smiling.

She waved as she started across the street to her house and Warren waited until she made it inside before starting off for work, officially on cloud nine.

Layla's mother watched as her teenage daughter waltzed in the front door, wearing a different jacket than she had left in. It was a guy's leather jacket and it dwarfed Layla's smaller frame, but she had it wrapped around her anyway, almost like a blanket, and a wide smile on her face.

'Hi sweetie.' He mother started and Layla just waltzed past her.

'Uh-huh.'

'Whose coat is that?'

'Oh!' and the redhead looked down at the jacket as if seeing it for the first time before smiling wide and inhaling the cologne on the collar.

'Warren's, he's a friend from school.' She told her mother, who, although she didn't look too convinced, accepted the explanation of a "friend" and let her daughter dance up the stairs to bed.

Layla tossed Warren's coat onto her bed before going through her regular routine of getting ready for bed and as she crawled under her forest green covers in her matching boy shorts and tank top she pulled his coat back over her and inhaled the scent greedily. She decided that Warren smelled really good, before finally drifting off to sleep, a wide smile on her face.

Warren was at work just the next day and not only were two of his teachers there but one of his least favorite people in the world. Will Stronghold. He was sitting at a booth, not to far from the one he and Layla had shared, talking into his phone. But he stopped in the middle of a sentence and snapped his phone shut in annoyance and exasperation. Warren was curious.

'What are you doin here?' he asked as he walked over with his tray of glasses.

'I'm, uh, looking for Layla, you know where she is?' he asked, looking entirely lost and Warren quickly covered up his original answer of "at home" with a lie.

'How would I know?'

'I don't know, you're taking her to Homecoming.' Shrugged Will and once again Warren feigned disinterest.

'Oh yeah, right.'

'Well,' Will was talking again, pulling Warren out of his thoughts on why he was giving Layla over to Will so easily, not that she was property, but still, 'you don't have to worry about me ruining your night.'

Warren was confused now.

'And why's that?' he asked, wondering if Stronghold really was as stupid as he was coming across right at that moment.

'Because I'm not going.'

Warren sighed and decided to let the cat out of the bag, if Will didn't go to Homecoming then Layla would be crushed, and he hated the idea of Layla being upset, he wasn't sure why, but he knew he did.

'Hmm,' he decided to dwell on that later, 'well that sucks, cause we're only going together to make you jealous.'

'Huh?' asked Will, and Warren decided that he really was as stupid as he came across.

'Dude, you're so stupid, she's totally into you.' He told him, but Will shook his head vehemently.

'No way, you're all she talks about, its Warren said this or Warren did that, really, she's annoying, sounds like a broken record.' Replied the younger boy and Warren felt his powers warm his insides, but then, maybe, it wasn't his powers.

'What d'you mean?' he asked him, it was his turn to be confused.

'Warren, she's like in love with you or something.' Answered Will and Warren wanted to take him seriously, but wasn't so sure if he should, so he changed the subject.

'You still trying to get a hold of her?' he asked.

'Yeah, but I don't think she'll answer me, not after tonight, I wouldn't be surprised if Layla, or any of the other guys ever wanted to talk to me again.'

'Yeah, well, you must have been a real jerk. Cause no matter what I do, I can't get them to stop talkin to me.'

'Thanks.'

Warren nodded, slung his towel over his shoulder, stood up and left, humming a bit under his breath at the possibility that Layla was into him and not into Stronghold, who, although still very annoying and the son of the Commander, turned out not to be such a jerk after all.

Layla was starting to get a little impatient and sad. It looked like both Warren and Will had stood her up, even though she was technically here with just Warren, but it still stung. As she headed over to the refreshment table she kept her green eyes wide for any sign of the brooding pyrotechnic and found that while looking for him she wasn't thinking about Will. Which she seemed to be doing a lot, thinking about Warren, not Will. About how while both boys' eyes were dark brown, but only Warren's showed every emotion that never crossed his face, and while both boys had nice smiles, only Warren's created butterflies and weak knees. And as she finally reached the refreshment table, she felt a slight anger well inside, along with sadness, that Warren had stood her up.

She reached out to take the drink from Mr. Boy but Lash reached out and tipped it over, covering her favorite teacher's once white shirt with a red stain that matched his bowtie.

'The guys at this school are jerks.' She told him as she held out a napkin.

'Thanks a lot.' Came a deep voice from behind her and she spun in excitement. What she saw she was not prepared for. Warren was standing behind her, looking a little uncomfortable, his hands in his pockets of his rakishly handsome tux.

'I thought you weren't going to rent a tux.' She exclaimed and Warren wasn't sure what to say, so he explained.

'It's my dad's, he doesn't have much use for it in solitary.' He told her as he leaned in so she could hear him and she looked a little sad and surprised at his answer, but handled it like a pro and quickly changed the subject.

'Do you wanna dance?' she asked him and he looked at her in surprise, but a slow song struck up just after her question and he knew that if the Gods were going to give him a sign, this was it.

'Okay.'

He took her hand and the pair of them headed out to the dance floor. She hesitantly placed a hand on his shoulder and he placed one around her waist, and they very gently started to turn and sway to the music. As the song progressed they became much more comfortable with one another and got closer. Warren was holding her hand in his, but their arms were placed between their bodies, their entwined fingers resting on his warm, muscular chest and his other arm wrapped around her waist. Her second arm was resting gently on his bicep and Warren had never been so content in his life. It just felt so perfect to hold her.

When the song ended, and Gwen started to speak Warren didn't let go as quickly as he probably should have, something that Layla noticed, but didn't comment on.

'To the most powerful superhero to ever walk the halls of Sky High…me!' and at her exclamation she switched into a metal bodysuit, and pulled two large, tall signs that read her true name. Royal Pain.

Warren pulled Layla closer, intent on protecting her, because he had a feeling that this was very, very, very bad.

'Royal Pain's a girl.' Started the Commander, sounding surprised and in disbelief.

'Of course I'm a girl, you idiot!' echoed Gwen and Warren covered Layla's body with his own as she started aiming the Pacifier at the adults.

'Hothead!' shouted Boomer as he reached the odd couple, and Warren looked up expectantly, 'find an exit and get as many people out as you can.'

Warren nodded, took Layla by the hand and tried to find an exit. He spied a vent over towards the corner and quickly blasted the door off with a fireball. Magenta went in first, followed by Ethan, Zach, Layla, and finally Warren.

'I can't see where I'm going.' Said a disgruntled Magenta from the head of the line and Warren looked ahead of him only to see Layla and couldn't help but think that his view was a nice one.

'Hey Warren, how about a torch?' asked Ethan and Warren rolled his eyes.

'Only if you want to get barbequed.'

Then the entire duct was lit by a soft green light and the group of super-kids all smiled as Zach started past Magenta and Ethan.

'Excuse me.'

'And then all the reindeer loved him.' Mocked Magenta as Zach started past her to the front of the line.

Will watched as his friends all crawled out of the vent in front of him and he smiled for a moment before remembering why he was there.

'Guys, you'll never believe this but Gwen…'

'Is Royal Pain's daughter.' Finished Layla.

'Yeah, and she…'

'Stole the Pacifier.' It was Warren who finished his sentence this time.

'Yeah, and she turned everyone into babies, including your parents, dude.' Broke in Zach and Will looked slightly confused.

'Okay that I didn't know.'

'I think this is even more than the great Will Stronghold can handle.' Said Layla as she stood in front of her best friend since the first grade. Warren's ears perked up at what she said and he felt a small flame of indignation flare in his chest, as far as he could see there was nothing great about the boy in red, white and blue.

'She's right,' conceded Will, 'it's going to take all of us.'

'Who? You and Warren, the rest of us are only sidekicks.' Deadpanned Magenta.

'Just because you have powers doesn't make you a hero.' Replied Will, saying aloud what he'd known all along, 'sometimes it just makes you a jerk, makes me a jerk, I guess what I'm trying to say is…'

'We get it, you've been a jerk.' Finished Layla and Will gave her a faint smile.

'Layla, in case my Homecoming date kills me tonight,' and he viewed Layla, as she backed up towards Warren, who placed a gentle hand on the small of her back, 'I'm sorry.' He apologized.

'Isn't that sweet, I hate sweet.' Growled out Penny as she, Lash, and Speed all stood before the group of friends.

'You guys are in on this too, why am I not surprised.' Answered Will and Warren slid off his jacket.

'Go deal with Gwen, we'll handle these clowns.' He told him and Will hesitated just a second before running through the wall to his right.

Warren stood in the hallway, his hand on fire, waiting for the first attack as Zach and Magenta crawled back into the duct, but Ethan stayed next to the two with real powers, intent on fighting.

Speed ran past Warren and he followed, Penny and all of her clones took off after Layla, and Ethan took Lash.

Warren tried his best to hit Speed with a fireball but he was just too quick. All Warren could think of was getting to Layla to help her with the many Penny's but he just couldn't seem to hit Speed and get rid of him. But when Ethan came out from debilitating Lash in the bathroom he melted and Speed slipped, slowing him down. Warren managed to hit him right on the ass with a fireball, sticking him into the wall.

'Way to go Popsicle.' He cheered Ethan as they exchanged a high-five.

'I thought you were a sidekick.' Stated one of Penny's clones as they all hung, suspended from the ceiling by Layla's vines.

'I am a sidekick.' Replied Layla in triumph and as she turned to leave Penny cried out.

'Don't leave us here to die.'

A different clone finished the statement.

'Royal Pain sabotaged the anti-gravity device, the whole school is going to fall out of the sky, we only have ten minutes.'

Layla looked at the many girls in surprise and fear before running off to find Warren so that they could help Will defeat Royal Pain.

'Okay, so here's the anti-gravity room.' She stated as she, Zach, Ethan and Magenta all gathered around a blueprint of the school.

'You'd have to be like a rat to fit in there.' Was the only thing that Warren heard of the conversation, he was too preoccupied with Layla and how beautiful she looked. He knew that he should really reign in the hormones and concentrate on defeating the girl who was determined to end Sky High but he just couldn't seem to do it with Layla so close.

As Magenta started in the conduit in her guinea pig form, Layla and Warren started for the gym to help Will defeat Royal Pain.

'Layla?'

'Yeah Warren?' she asked as they crawled through the vent again, Warren still enjoying his view.

'What is the plan, exactly?'

'I have no idea.' She replied a bit shakily as they exited the vent and he grabbed onto her arm gently.

'We'll be okay.'

'You promise?' she asked him uncertainly and he smiled, a real, thousand-watt smile.

'Yeah, I promise.'

'Okay, I feel better.' She admitted as the pair headed over to Will and Royal Pain.

'Will!' called Layla just as he was about to deliver what was most likely the final punch.

Will turned to look over at her and Royal Pain used that to her advantage to send him a punch that sent the freshman boy right through the window and Layla felt her stomach twist.

'No!' she screamed.

'And there goes your last chance of stopping me.' Gloated Royal Pain and Layla felt anger erupt in her chest.

'We'll see about that.' She started forward only to feel Warren's arm wrap around her middle and pull her back and into his chest.

'Surprised?' called Will from outside the broken window, as he seemed to float mid-air, 'So am I.'

'You're flying? That's impossible!' cried Royal Pain in disbelief just before Will started towards her. He managed to knock her to the floor for good and left her to lie there as he ran over to Layla and hugged her as Warren clapped him on the back. But then the school started to tumble and the three friends all dropped to the gym floor.

'The school is falling.' Explained Layla to a very confused Will and he didn't waste any time in flying out the window to try and stop it.

'Warren!' called Layla as she reached a hand out to him and he grabbed onto her, curling his body around her as though he could protect her from the impact.

'Don't worry, we'll be okay.' He murmured in her ear and she nodded mutely as she snuggled further into his embrace, and even though it seemed as though they were going to die, she had never felt safer in her entire life than she did right now in his arms.

'Now what?' asked Layla as she and Will placed some more of the babies on the ground outside of the newly saved school.

'Beats me.' He shrugged in response.

'Perhaps I can be of assistance,' replied Medulla in his baby form, held in Warren's arms, 'it should only take me a couple of hours to reconfigure the pacifier. Mr. Peace, would you please carry me to the Mad Science Lab?'

'Sure.'

'And Mr. Peace.'

'Yeah?'

'Regretfully, I've made boom-boom.' He smiled and everyone took a large step back as Warren rolled his eyes to the back of his head before carrying his teacher to the Mad Science Lab.

Warren and Layla were standing in a slightly uncomfortable silence as the adults collected their clothes.

'So.' Started Layla, feeling that she needed to say something, but what she wasn't sure.

'So.' Replied Warren as he shoved his hands down in his pockets.

'I don't think I like Will.' It was out of her mouth before she could stop it and then it was too late to take it back and she knew that she didn't really want to anyway.

'Really?' he asked her, wondering if he should let himself get excited or hopeful about this turn of events.

'Really.'

They both smiled.

'This doesn't belong to us.' The Commander and Jetstream, heading towards them with the fake award in hand, crashed the moment.

'It belongs to them, the sidekicks, I mean, Hero Support.' Amended Josie as she looked at her son's many diverse friends with a wide smile on her face.

'Why don't we just call them what they are?' asked the Commander, 'Heroes.'

Every sidekick's eyebrows, even Warren because he knew he was included in this, shot up in simultaneous motion at the Commander's statement.

He held out the trophy and every sidekick placed a hand, or in Magenta's case, a finger onto it.

Ethan and Zack both took the trophy and started to marvel over it, Magenta even pretended to be interested.

Layla stepped next to Warren, a wide smile on her face.

'So, you're a hero now.' She told him and he smirked a bit.

'I guess so.' He gave a slight shrug.

'Don't let it go to your head.' She warned as she gently bumped him. She started to walk away from him and he reached out and snagged her arm.

'C'mere.' He pulled her close to his chest and kissed her. He always knew that Will would be an idiot for passing over this absolutely perfect girl in his arms, and damn was he glad that Stronghold was the biggest idiot he knew.