AN: Hey guys, thanks for all of the reviews, and I'm sooo sorry I didn't update sooner. I've been busy, blah blah blah33

Disclaimer: I dun own any of the characters, they belong to their rightful owners over at Mondo Media :3

Summary: Flaky was happy, her childhood but a memory. Until Flippy returns from living with his "uncle", and Flaky suddenly finds herself launched into a ton emotional confusion, and humor with a dash of seasoned music ;D.

Rating: T for swears, sexual jokes, yattayatta

Chapter 2:

Although the sun was shinning, a chill was in the air, but it was welcomed as the days had been unusually humid and hot, odd for a beach town's climate. The ocean breeze was cooling and a great relief. The boardwalk was once again crowded with people, Flaky among them. Instead of her ragged sweater, she wore a long t-shirt that reached her thighs, and hung off her shoulders. She wore her old flats and stockings beneath the shirt.

The red-headed girl took a lick of the ice cream that she held with one hand, the other hooked on the dress of one of her companions. Flaky was joined by two other girls, a petite girl, wearing primarily pink, and short, bob cut pink hair, with a signature red bow. Trailing behind the two was a taller girl with long, dark blue hair, with a dyed light blue fringe. She wore a flower in her hair, and a pine tree necklace that gave off the faint scent of pine.

"Petunia, hurry up!" The pink girl whined, casting a glance back.

Petunia sighed, "There's no reason to hurry, Giggles, we're not even going anywhere." She sent an exhausted smile to Flaky, and quickened her pace to match Giggles'. Giggles hooked her arm with Petunias and began to hum.

"Petunia, if Giggles had any super power, what would it be?" Flaky asked, her eyes on her ice cream as she asked it.

"The power to giggle bad guys to death," Petunia answer, as she laughed.

"Oh yeah, and me?" Flaky asked after laughing, while giggles remained humming.

"Well..." Petunia started, but as she glanced in front of them, her attention was drawn to something else. "Isn't that Splendid and Mime and Cuddles?"

Giggles stopped humming and looked at where Petunia's eyes were trained. She smiled at the sight of Cuddles and the others, although her eyes focused remained on Cuddles.

"Why yes, I believe that is them. We should say hello!" Giggles pulled the girls the remaining fraction of the way from the boys. The boys were grouped around each other, casually exchanging conversation. Giggles, excited at the sight of her friends, skipped over, waving animatedly.

"Hey, you guys!" She sang, skipping ahead of Flaky and Petunia. Petunia linked arms with Flaky as they chatted quietly about superpowers. Giggles was already exchanging hellos and laughter by the time the blue haired girl accompanied with Flaky arrived. They both nodded their respectful hellos.

Cuddles was a tall boy, with bright blonde, nearly yellow hair with one tuft of pure white hair and he wore a yellow sweatshirt with a rabbit on the front. The sweatshirt was worn and frayed, indication that it was his favorite. Splendid, on the other hand, was shorter and wore new clothes, his shirt with a big superhero "S" on the front. Mime wore a plain purple and white striped long-sleeve t-shirt, stained at the very bottom. The stain was small, and only the most observant would notice it.

Mime waved to Flaky with a smile, and grinned at Petunia. Mime was always the friendly one, and never got into any argument. He was peaceful and quiet, though everyone knew he came from a broken home, but that's another story. A sad one, Flaky thought as she smiled back.

Giggles moved to stand next to Cuddles, immediately attracted to his presence. Petunia shook her head and rolled her eyes, as they obviously had feelings for each other, though they never said anything and this left their friends in a sort of tizzy. Flaky giggled at Petunia, and licked her ice cream.

"Splendid," Flaky piped up, "If you had a superpower what would it be?" Flaky asked quietly. She was normally nervous around people, but around her friends she found it a bit easier to speak up, even if she was hiding behind her icy treat, and her voice was still quiet.

"I would have every super power." He grinned, puffing out his chest.

"That's not fair!" Cuddles said, hitting him playfully on his back. Splendid immediately argued that it was fair, because everyone could have every super power. Sometimes, Flaky thought, they argue for no reason.

"Hey, what did I miss?" A voice said from behind them. Flaky, startled, nearly dropped her ice cream when she jumped. She turned around to be greeted by warm green eyes and a soft smile.

"Flippy! Is it fair to be able to have every super power?" Cuddles asked, as he was momentarily pulled form his argument with his companion. Flippy smiled and thought, as he slipped by Petunia and Flaky to stand next to Cuddles and Splendid.

"Depends on who it is." He answered, his voice light but also manly. Oddly, Flaky noted, he wore an army beret with a green t-shirt and black jeans. Flaky scooted closer to Petunia. Giggles, being ever charismatic, smiled at Flippy, and answered, "Splendid wants every super power. You're Flippy, from elementary school?" She smiled and giggled, owning to her name of Giggles.

Flippy nodded in response, a smile crossing his lips. He smiled at Petunia, though when his eyes landed on Flaky, his eyes grew warmer, his smile bright.

"Hello Flaky," He murmured with a nod. Her eyes widened behind her ice cream, and she smiled shakily back. Her thoughts raced, had he seen her when he had sang on his roof? Did he remember her like she remembered him? Flaky began to softly shake, an unknown fear building in her chest. Why was she so afraid of him? From what she remembered he was kind, and he certainly didn't seem malicious. Maybe her mind was playing tricks.

She was finishing off her ice cream when the group began to walk. To where Flaky was not inclined to ask, as she didn't really care. A slight breeze ruffled their hair and Flaky basked in it's cooling property. Her ice cream had been finished, yet her hands were still cold. Flaky's shaking hadn't let up, so from a distance, with her cold hands rubbing in front of her, and her body vibrating steadily, one would assume she was freezing.

"Are you alright Flaky? You look cold." Mime asked quietly, but Flaky shook her head.

"I'm f-fine!" She stuttered back, her eyes on the back of Flippy's head. She concluded that her fear originated from him for some reason, the cause of her shaking.

"You don't sound like your fine," Flippy injected with a warm voice. Mime looked at him and nodded in agreement. She shook her head but kept her voice quiet, afraid of stuttering again. Flippy shrugged, and turned towards Cuddles to continue the conversation he had previously been part of, before inclining about Flaky. Mime smiled and patted her shoulder, a friendly gesture, although he was oblivious as to why she was so - quite literally - shaken. She toyed with the hem of her shirt, and watched her feet while they walked. She trained her ears on the conversation before her, and she vaguely realized that they were talking about the boys' band.

"Yeah!" Cuddles said animatedly. "You guys should totally come to our show! It's later tonight, at The stage!" The stage was an old wooden stage in the local park, it's black paint was peeling in some parts, and it was creaky when you walked on it, it gave Flaky the chills. It was the local performance and concert spot, where crappy local bands would play. Flaky would never call Cuddles's band crappy, because in all honesty it wasn't, but the majority of the teenage bands around were in fact, crappy.

"You guys g-got the band back together?" Flaky asked, suddenly interested, recalling what Sniffles had told her the previous day.

Flippy smiled and nodded at her, "With yours truly on guitar." Flaky's mouth tightened and she nodded as if thoughtfully, though her mind was blank.

"Petunia, where'd you put that skirt?" Giggles asked from within her walk in closet, her happy voice slightly muffled. Flaky got a glimpse of her hand throwing yet another piece of clothing, this time a red and black plaid mini-skirt.

"The tutu one?" Petunia asked from the vanity. Flaky, Petunia and Giggles had returned to Giggles house after the boys invited them to their concert, and Giggles had been adamant on finding the perfect outfit for herself, Flaky and Petunia. The red-haired girl was sitting comfortably on Giggles's bed, surrounded by clothes of all shapes, colors and sizes. Truth be told it was kind of over-whelming.

Giggles's room was over-whelming without clothes strewn about. It was a modernly designed room, with pink walls and floor length windows that faced the street outside. Against one wall was Giggles' bed and a desk next to it. On the wall adjacent was the walk in closet, and her TV was pushed into the next corner. At the center of the room was a rug and two bean bags.

Petunia, perched on the vanity stool, had curled her long blue hair. She wore short blue skirt with a white blouse. She wore blue flowered flats, and her signature flower in her hair. Flaky, on the other hand, wore a dull strapless red dress, with black polka-dots, and her old black flats. Her hair was straight like she normally wore it though, uncomfortable with it any other way.

Flaky and Petunia had no trouble finding a preferred outfit, it was Giggles who was having an issue. Said girl groaned in exasperation, flopping onto the bed next to Flaky.

"I just don't know what to wear! I want it to be perfect!" Giggles said to Flaky, toying with Flaky's red hair absentmindedly.

"I think y-you looked pretty, gorgeous even, those jeans and the pink tank top." Flaky replied, smiling at her distraught friend.

"You should wear that, with those black heels and the black belt? Oooh, maybe that one fedora you never wear?" Petunia chimed in, grinning.

"W-with your pink purse!" Flaky gave a final say, giggling and patting Giggle's perfectly pink head.

"Thanks, I think I will wear that!" Giggles threw herself off her bed, digging through her clothes to find said outfit. Flaky dully noted that Giggles reminded her of a little fairy, the way she flitted around the room, creating fashion magic. She laughed quietly to herself.

Petunia, finished curling her hair and applying makeup, turned to Flaky, a grin across her lips.

"What do you think of Flippy?" She asked.

"W-what about h-him?" Flaky's anxiety level began to increase, a small shake begining in her hands, which she used to fiddle with her dress.

"He's cute, right?" Petunia asked, a silly tone in her voice, "I should ask him out!"

"Well... I-i dunno. H-he kind of scares me..." Flaky admitted, glancing down, as if ashamed.

"Why? He's so nice!" Giggles chimed in from the closet, "Speaking of boys," She continued, "Are you going to bring Sniffles?"

Flaky nodded, but then realized that Giggles couldn't see her nod from the closet, "Yes! He's c-coming right now!" Flaky added.

"Sweet! How do I look!?" Giggles asked when she stepped out of the closet. Flaky glanced up and smiled, though her thoughts were else where.

Why was Flippy so scary? Did she forget if something happened to make her afraid? It was deep rooted fear, not some petty scared-ness. He's nice, she tried to convince herself. He seemed to like her. Maybe it was because of their childhood friendship.

Her thoughts kept racing, even after Sniffles showed up and gave her a light peck and sat down next to her. She remained rather quiet, only talking when needed. She only slightly blushed when Sniffles complimented her dress, giving her another kiss. Her thoughts were trained on Flippy, and Flippy only.