Hi guys! This is my first ever fic for this series but I'm really excited to see what you think. Rating will (hopefully) go up in the future as I get things rolling. Also, see if you can spot all the cameos from the show, some will be obvious but some may be a bit harder. Let me know in the comments.

Also a huge thanks to FlipoutPenguin for being such a wonderful Beta.

xxxxx

Most people thought that Butch Caldavera was a loner, off in the shadows watching the rest of the world get on with their lives, never involved in the day to day drama that was Oak Street High. And for the most part, they were right.

The smoke from his cigarette drifted idly in the stagnant air of the alley. The breezeway between the main building and the agro lab was the best place he had found so far to hang out. The teachers all took their smoke breaks here, so there was no major need to hide it. But the real draw was the perfect view he had of the main courtyard in front of the school.

Butch had learned a long time ago that knowing what was going on was important. Even if it had nothing to do with him, it paid to keep an eye out for trouble. It was his last year at Oak Street High, nd he wanted it to go smoothly.

Ashley A. and Ashley T. were gabbing over by the steps, something about spring fashions. Ashley B. had left the group a couple of years ago when she grew out of the whole clique cliché. It turned out alright, though, since she and TJ got together. They were a cute couple, believe it or not. Ashley Q. had been kicked out last year when she had gotten pregnant. That was just too 'Scandalous!' for the last of the Ashleys. Vince and Lawson were shooting hoops on the worn out concrete court. Several others were watching the trash talking best friends as they kept up with each other.

TJ was leaning on his bike talking to Spinelli about last night's baseball game. The impenetrable group from grade school had been broken up over time. First, Gus' family had moved again, despite his father's promise. He never could have kept it anyhow. Then Gretchen had gotten the chance of a lifetime to study at a genius academy in Japan. She was reluctant to take it, but her friends would never have let her turn down such a huge opportunity. And just last year Mikey had moved to California and started at an amazing school of performing arts. It was hard on the last of the group, but they had survived.

The rest of the students were scattered about the crumbling courtyard, clustered under the huge shade trees and sitting on the stone steps chatting, waiting for the bell.

He took a final draw on his cigarette, letting his eyes scan the yard one last time. Nothing new, and nothing out of the ordinary. Just the way he liked it. The bell rang and everyone began gathering up bags and making their way into the old stone building. He stubbed the butt out in the wall and followed everyone inside.

xxxxx

The ringing of the bell was almost drowned out by the sound of scraping desks and chatting students. The next class was his free period. Most people had club meetings or got extra tutoring during the half hour of free time. Butch had other ideas.

If you asked him, Butch would tell you that the library was the only good thing about Oak Street High. The decrepit building had leaking pipes, crumbling brick, chipped tile, and an amazing collection of books. The smell of dust and old paper greeted him as he pushed open the heavy wooden doors. He sighed in relief. This was his sanctuary.

Signing in on the sheet at the desk, he grabbed a book off the historical fiction shelf. It was one he had been reading for the past couple of days. Wandering out of the stacks of books, he found his favorite spot in the back. Several large, mismatched arm chairs were placed around low wooden tables, creating a more relaxed place to read.

The soft *tika tik* sound he could hear as he approached reminded him of the other reason he liked to spend free period here.

"Hey, Frankie," he said as he rounded the edge of a large leather chair. The hustler was seated on the floor leaning over one of the dusty tables, his fingers tapping away on his calculator, a pencil behind his ear. Francis Kelly used his free period to add up receipts and balance his books. For the past three years, Butch had spent his free period here. It helped a bit that Frankie was the one to provide his cigarettes. He paid the hustler seven bucks a week for a pack of Camels, but he didn't have to worry about getting caught buying them. It was a good arrangement, and the quiet company was welcome.

"Hey Butch. What's goin' on, man?" Frankie didn't bother to look up at his friend as Butch fell into the chair beside him. Cracking his book, Butch pulled a pair of black reading glasses out of his backpack and slid them on.

"Not much." Butch used the cover of his book to look over his glasses at his friend.

It was weird how well they really got along. Considering they never really talked, Butch felt closer to the hustler than anyone else at school. Maybe it was just a silent understanding of two people outside of the crowds. Maybe it was something else.

Butch let his gaze linger on Francis' face. Brown eyes were hooded in concentration, his dark brows furrowed. His strong jaw was getting a bit of stubble, and his thick chestnut hair was styled in neat spikes. Frankie looked really good. Butch smiled to himself and went back to his book.

xxxxx

Francis Kelly had a problem. Not one of his usual problems, either. Those he could handle. He could handle getting Ashley T's favorite wine from the south of France. He could HANDLE getting rare baseball cards at a quarter the price. He could HANDLE anything, but this was just a little outside the realm of his expertise.

He mentally kicked himself as he looked at the mess he had made of his figures. Trashing the sheet and starting over, he pushed his predicament out of his mind and concentrated on the numbers. Or he tried to.

A quick glance up proved that Butch was focused on his book, as usual. If the hustler was honest, this was his favorite time of the day. It was his quiet, comfortable time away from customers, teachers, and the constant noise of the school. He could think, plan, and usually calculate in peace here. But today, something was bothering him, and the source of his irritation was sitting not three feet from him.

According to a usually reliable source, Butch had broken up with his girlfriend recently. This was not unusual. Girls loved Butch. He was handsome, charming, and mysterious in that bad boy way all girls seemed to love. The way he heard it, Butch had broken up with Amy when she demanded he give up smoking. That was all well and good; Frankie had never liked her anyway. What was bothering him was how relieved he was, like a great weight was lifted off his shoulders. He should feel bad. One of the few people he would call a friend had just lost a girl he really cared about, and the hustler was glad. He was an asshole.

Then again, Butch didn't seem too affected by it. Maybe he was just as relieved as Frankie was.

"Hey, man." Frankie waited for his friend to look up from his book before continuing. "I heard about you and Amy. I'm sorry. I know you really liked her." He watched as Butch sighed and pulled his glasses off to rub his eyes. He looked worn out just by the mention of the girl. Frankie thought maybe he should have kept his mouth shut.

"Yeah, I did. But I guess it was for the best. I mean, she knew I smoked when we got together. Lately, she's just been too much, always picking things apart. It was time for us to break up." He gave a half smile and shook his head.

"Well, if you ever wanna… hang out or somethin'…" the hustler trailed off awkwardly. This was unfamiliar territory for him. He never had time to just hang out with anyone. But Butch was ginning at him, so everything must be good. He just grinned back before finally getting back to his numbers. This time it was much easier to concentrate.