"Practice like you've never won, Perform like you've never lost."

The spring formal was big for underclassmen. It wasn't as big as prom or homecoming but unless you managed to snag an older date you couldn't get in (and not many freshmen were cool or cute enough to get asked). There hadn't originally been such a thing, but a principle had at some point thought that if the older students got a dance to themselves why not have such an event for the younger ones?

It was met with a lot of opposition at first. Freshman didn't deserve it and sophomores only had to wait another year. Besides, the current upperclassmen hadn't had anything like that for them, why did these incoming students deserve something they had never had? But that was decades ago and as more classes came and went the spring formal became a looked forward to tradition.

For Paulina especially it was an exciting time. Sure she could snag an older guy and go to another dance (and she intended to do that- to both actually) but as the prettiest girl in her grade this was a dance she could go to without getting up staged by some older more popular girl.

This was her time to shine in front of her peers. Showing off her body and looks was an everyday experience, but this was on a whole other level. It was a chance to become a princess and have a night all to herself with a prince charming of her choice. After all, any boy would be lucky to be seen with her. If one to her satisfaction didn't ask her out, then she was fine with asking them out. It wasn't traditional, but some rules were meant to be broken.

She spent weeks scoping out the perfect date. Someone athletic but classier than the usual jocks she hung out with. She had considered Dash, but he was planning on asking Jazz. This was her last year and the last chance to make a good impression so he wasn't going to be taking no for an answer even if the 'yes' had to come in the form of going as friends.

Caleb was on the swim team and while he wasn't the captain he was their star member with two medals (one of them was even a gold from the state championship) so far. He was also handsome to boot with bright hazel eyes, sleek raven hair and rich tan skin that was almost as flawless as her own. 'I think I've found my date.' She thought eyeing him as he got out of the pool.

Getting him to ask her out was simple. All Paulina had to do was flirt a little and mention how sad it would be missing the spring formal but how she wasn't going to go since nobody had asked her out.

"Actually, I don't have anybody to go with either. We could go together, if you want?" He proposed awkwardly.

Paulina squealed. "I would be delighted to! Pick me up at 8:00?"

Caleb gave her a charming smile. "Wouldn't miss it for the world."

xXxXxXxXxXx

As promised, Caleb picked her up at eight on the dot. It was even in a short limo that came with sparkling cider since they weren't old enough for champagne. The gym, which was usually Paulina's least favorite place in the school, was transformed into a scene out of a fairy tale with all the lights and decorations and Paulina with her expensive frilly gown looked the part of the princess.

As soon as she entered all the attention focused on her. Girls gushed over how beautiful her dress was and guys drooled. It felt so good having all those eyes on her. She wasn't a nobody anymore. No, she was a gorgeous goddess everyone either wanted to be or be with.

The food was pretty good. She'd had better at her papa's country club dinners, but it was way better than whatever the school typically tried passing off as food in the cafeteria. After finishing her plate, Paulina talked with Caleb for a bit while the food settled. It turned out he was a deeper person than she had initially given him credit for. Caleb talked about how he wanted to be in the Olympics but knew that was unlikely and had a backup plan to become a nurse.

"I know it's kinda a girly position, but it pays well and you get to help people. It's also… well my sister Meredith wanted to be nurse. Our parents were so proud of her when she got accepted into Rush University and they were bursting with excitement when she finished her first half of the program. They were taking her out actually to celebrate because she'd been one of the top students in her class." He looked so sad and Paulina knew the story was about to take a wrong turn. "We never made it to the restaurant. A drunk driver plowed into the car. Meredith didn't even make it to the hospital. I… I had never given too much thought to what I'd do with my life besides swimming but after that night I decided to become a nurse one day to fulfil her dreams."

"That's a very noble dream." She told him gently. "Your sisters lucky to have had a brother like you."

"Thanks. And I'm sorry for ruining the mood with all this sad talk. This is supposed to be a fun dance where everyone's having a good time." He looked at the dance floor where people were cheering and screaming at some guy who was break dancing. "Would you, I dunno, care to dance?"

"I would love to."

Paulina had been going for status and looks when she'd coerced him into asking her to the dance, but he had a whole other side that she was falling in love with despite the short time they'd spent together. As she gazed into his eyes while slowly swaying with him to the music, she thought that maybe this was what it was like to meet the one.

After a few dances Paulina's feet were beginning to hurt and she suggested taking a break. "Actually, I need to use the bathroom anyway so that's perfect. I'll be back in a few minutes." Caleb told her before walking out of the gym.

For ten minutes Paulina sat at the table waiting. At some point Star came over and joined her. "How're you liking the dance?"

She shrugged. "It's actually a lot nicer than I was expecting it to be. This place usually looks like a dump, whoever set up in here did a good job."

"I know. Since I'm in yearbook club I get to go through all the pictures and this place is actually nicer than where the juniors went last year."

"Really?" Paulina asked in surprise. "Where did they go that was so bad?"

"I don't remember the name of it, but there was some problem with the room the school had agree to rent and they ended up in a hall that was scheduled for renovations the next week. This was really last minute to, like an hour before student were supposed to start arriving so they couldn't reschedule."

"I hope nothing like that happens next year. I'm looking forward to my first official prom."

"I know right? It's gonna be some much fun. Hey listen, I'm heading to the ladies room to freshen up. You wanna come with?"

"Sure."

While the two were in the bathroom Star's phone went off. "Hello? Oh! Yeah, I'll be right there, bye." She hung up. "The camera man that was supposed to be here at the beginning for pictures finally showed up. Will is already in line so I'm gonna meet him there. You should get one taken to Paulina; you look so beautiful in your gown."

"Oh definitely. I need to find where Caleb went first; he said he was going to bathroom a while ago and I haven't seen him since."

"Check the locker rooms. I saw some guys hanging out there last year." Star suggested.

"That means you were down there too. What were you doing?"

"I kinda got dared to break into the boys locker room." At Paulina's interested look she add "I didn't actually go in, it was locked. Anyways, if you haven't found him by the time me and Will get our picture taken then we'll help you look, ok?"

"Ok. He's gotta be around here somewhere. I'm sure he ran into his swim team buddies and lost track of time."

With that the two girls walked out of the bathroom and split, Star going back towards the gymnasium and Paulina heading towards the locker she descended the stairs she noticed that the lights were all out. "Duh. That's like flashing a sign asking to be caught. Besides the dark adds excitement.' To her disappointment and annoyance there was no one standing around in the hall. 'That's just as likely to get you caught.' She reminded herself. 'It's probably why I don't hear anything either.'

Quietly she walked down the corridor turning door knobs to see if they were locked or not. When she got to the end, she had found no people and no open doors. 'Maybe he isn't down here. He could have just been hanging out in the bathroom and left when the camera guy got here figuring I'd want a picture. That seems like something he would do.' She thought smiling to herself.

With that thought Paulina abandoned her snooping and turned around to head back upstairs. She only got a few steps when she heard a noise. Startled, she stopped and looked around. 'Maybe the dark's getting to me.' She thought beginning to walk at a faster pace. Another noise, this time what sounded like someone whispering, changed that thought. 'Wait… Isn't that the equipment locker for the swim team?'

Paulina paused in front of a door she had initially overlooked and put her ear against the door.

"Are you sure this is a good idea? Students aren't supposed to be down here, what if we get caught?"

"Relax, no one's gonna notice we're gone. There's another hour left so as long as we show up before then no one will know. Besides, we're not gonna get any alone time in the gym. Aren't you enjoying yourself?"

He sounded familiar… probably one of the jocks she hung around. They were always fooling around with girls.

"I am. It's just- how do I know this is real? I like you; I have for a while and we finally started going out last week and then you take some other girl to this dance. That queen bee everybody's always making a fuss about. What am I supposed to think?"

"She's used to getting what she wants. Imagine if I had turned her down to take you. She would've gotten mad and gone after you, Rachel. What if she went around spreading rumors? What would you do? What could you do? People listen to her, not nobody's like you."

"Gee thanks, you really know how to make a girl feel good about herself."

"Rachel, I didn't mean it like that. Hey, look at me. I like you a lot, but we both know you're no popular princess. If it's you against her, you're gonna lose and I don't want to see you get hurt. She's done shit like that before Rachel, I'm trying to keep you safe. Once this dance is over I can officially announce that we're going out and next year I promise I'll take you to prom. I'll never go anywhere with her again, you have my word."

"I'm sorry for doubting you. You're a good guy Caleb."

Paulina didn't remember sprinting down the rest of the hall nor running up the stairs. Somehow, she found herself curled up behind the gymnasium booth that some teacher was playing DJ inside of. Tear streamed down her face and Paulina didn't need a mirror to know her face was a horrible mess of mascara and eyeshadow.

Her heart hurt and she didn't know what was worse- that people thought that little of her or that Caleb still seemed like a nice guy in spite of what she'd just heard.

'It's not like I'm Regina George. I don't go around ruining people's lives!' She sobbed into the handkerchief her papa had given her, trying to be as quiet as possible. Paulina didn't want anyone seeing how much of a mess she was over some boy she stupidly thought she was starting to love.

It took a while, but eventually Paulina calmed down. She thought of sneaking into a bathroom to clean up but as she looked down on the happy couples and laughing friends, she felt her eyes water again. 'Are any of my friends real?' She wondered as her eyes trailed over Valerie. She'd gotten along so well with Paulina until she'd been kicked out of the group. And for what? Because her dad had lost his job after some stupid ghost mishap? Valerie had had no one else, no other friends besides the A-listers and they had kicked her to the curb once she didn't seem to fit their mold. 'Caleb is right. We are horrible.'

Paulina watched her classmates as the minutes rolled by. She spotted Star gathering the popular kids for a group photo. Valerie having what looked like an argument with goth girl and that dork Danny getting yelled at when he tried stepping between the two. Two nerds making out in the corner by the emergency escape. Nathan tripping over his shoe laces and flying into Mikey causing him to fall on top of his date.

Eventually she saw even Caleb wandering around looking for something and she realized it was probably for her. He made his way over to Star and they talked for a minute before Star pulled out her phone. A few seconds later Paulina's phone buzzed.

S: where r u?

P: had 2 go home early dress emergency

S: wht happened?

P: tell u at school monday tell Caleb sry 4 ditching him

S: k

She saw Star put her phone away then turn to Caleb. After a minute they parted ways and Caleb walked over to a girl Paulina hadn't seen that night. Her dress was pretty but she looked kinda homely. 'That must be Rachel. I guess I can see why he was worried I'd get offended, she's not much to look at… They probably have history together.'

Paulina sat there for the rest of the dance, just sitting and watching her classmates interact. It was something she'd never done; stopping to really look at people. It was a nice change of pace despite the depressing circumstances.

Eventually the music stopped playing and students started filing out of the gym. As the room emptied out teachers and chaperones started to go around cleaning up. Spilled food, dropped cups and plates and other miscellaneous items were thrown into black garbage bags. A few janitors still working came in to mop up the liquid messes. Paulina saw a teacher she recognized as Mr. Fallucca sweeping the area that had been used as a gym floor.

Despite the large number of students it didn't take long to clean the place up. When the teachers began leaving Paulina figured it was safe to sneak into a lady's room to clean up before heading home. As she entered the hallway a voice from behind startled her.

"I didn't know any students were still here. Staying until the stroke of midnight Cinderella?"

Paulina recognized the voice and immediately turned around. "Ghost Boy!" Said cried taking comfort in the presence of her hero.

He looked as stunning as always. His hair sparkling like diamonds in his aura's natural glow and a teasing smile laid delicately across his soft lips. As he came closer she saw his eyebrows crease and the smile turn into a frown.

"Paulina? Are you okay? You look like you've been crying."

Her eyes widened and she turned around not wanting him to see her in such a state. "I… I'm fine. Could you please go away?" Normally she would kill for a chance to be alone with him, but normally she didn't look a disaster. This wasn't how she wanted him to see her.

"Now I know somethings wrong. You're always trying to get my attention, not send me away. What happened?" He asked in concern.

Despite all the tears she had shed Paulina felt fresh ones in her eyes at his show of concern for her wellbeing. He really was a good guy. The ghost boy always had time to help even when a problem wasn't ghost related.

"Look, I know you want me to go but-"

"I don't, I just… I'm a bit of a mess right now and I'm kinda embarrassed by it. I don't want you seeing me like this. Do you… would you mind if I went to the bathroom and just washed my face real quick?"

"Of course Paulina. Take all the time you need."

While Paulina went into the bathroom Danny flew into the gym. It was mostly deserted but there were a few teachers kicking around making sure the last of the furniture was being put away.

"Mr. Lancer." He said flying over to the bald vice principal. "Hi, uh I was on patrol around here and a student flagged me down. She said something about leaving a purse here? Purple with black spider web accents? Have you seen something like that?"

"As a matter of fact yes. I think Ms. Bruno put it over there with a few other items." He said pointing to a small pile of stuff on the bleachers.

"Thanks."

Once Danny grabbed Sam's purse, he flew back into the hall where he had run into Paulina. He'd been surprised to see any kids still here seeing as they were kicked out over 20 minutes ago. Considering how much Paulina loved these kinds of affairs Danny had assumed she stayed behind to get the most out of it. That had been until he saw her face. It was a blotchy mess of black which he assumed was mascara and several shades of pink that looked like the eyeshadow and blush she had been wearing earlier. 'Paulina's usually so guarded. Anything that upsets her turns to anger and is used as a weapon. What happened?'

"Sorry about that." She apologized walking over to him.

"Paulina…" He gently grabbed her should and Paulina shivered at the touch. She expected a ghost to feel cold but not so solid. "I don't mean to pry but, what happened? You always seem so… collected. I've never seen you lose your composure."

"You shouldn't worry about it, it's nothing."

"It didn't look like nothing. I know we don't know each other that well but, sometimes it helps to talk and I promise I won't judge. Please Paulina, maybe I can help somehow."

Paulina looked into his glowing eyes, breath hitching at the genuine concern. She didn't want to tell him, it seemed so dumb, but she could never refuse him.

"I… I overheard some people talking about me." He didn't speak, clearly waiting for her to go on. "It was my date actually. I had a guy I wanted to go with and, well I didn't corner him into going with me or at least I didn't mean to, I just flirted with him so he'd ask me out and he did. I didn't know he'd recently started going out with a girl.

He wandered off at some point and I went looking for him so we could get our picture taken. Star told me to check the locker rooms so I went down there. I heard people whispering and got curious so I kinda eavesdropped. That's when I heard them talking. She asked him why he had taken me instead of her. He said that it was to protect her. That if he had turned me down for her I would've gotten mad and destroyer her reputation and made her life hell."

"He really said that?"

"Well, not in so many words but that was the gist."

"And hearing that upset you. I'm not surprised, that's kinda harsh."

Paulina looked down at her feet. "With the way me and my friends act at school I can understand why he did it. I don't think we're that bad but, my friends are kind of bullies. I think what hurt more was the fact that I really liked him. I wanted to go to the formal with him because he was cute but… he's so nice. And he's a really good person with a big heart and I thought maybe this would be the start of something."

"Until you found out he was already taken and didn't think very much of you." Ghost boy supplied.

He seemed conflicted for a moment before he asked, "Could you wait here a minute?"

Paulina stuck her head through the door he'd just flown through and saw him talking to Mr. Lancer and gesturing up at the audio booth on top of the bleachers. After a minute Lancer headed for the bleachers and began walking up.

When Phantom saw her looking, he smiled and waved her over.

"So I thought maybe we could end this night on a better note. I know I'm no football star or Mr. Universe but, Paulina Sanchez, may I have this dance?" He asked holding his hand out.

Paulina stood shocked until soft music broke her stupor. She smiled shyly, taking his hand. "It would be my pleasure."

The two began swaying slowly back and forth in a small circle. It was a moment Paulina was going to cherish forever as she laid her head on his strong, cool shoulder. She felt safe, listening to what almost sounded like a heartbeat and being wrapped in his arms. Alone in that moment, Paulina suddenly felt grateful to Caleb and Rachel. While it had broken her heart, there were two things Paulina had gotten out of the night that were priceless; a resolve to not be such a bitch and a dance with the ghost who had save her countless times and stolen her heart.

Maybe she and Caleb weren't meant to be and the same was probably true of the ghost boy but… Paulina looked back on the night and thought that maybe, if she gave people a chance instead of judging them based on their standing and looks that one day she might meet her true prince charming.

"Thank you ghost boy." She whispered against his neck.

A/N: So I was bored and struggling to stay awake in biochem and I figured jotting down story ideas (which looks like I'm taking notes) is better than falling asleep. This is one of the things I came up with. Paulina isn't someone that gets a lot of attention from the fans and that's a little sad considering she's an important character. She's not a main character like Danny, Sam or Tucker but she's in most episodes and does have a lot of influence. She's Sam's rival in some respects, Danny's first crush (Sam is his first love), and just an interesting character that people (even Butch Hartman) don't really give enough developmental time to. I liked the idea of Phantom trying to comfort her since it's a side of her we don't really see and it's something Danny would do. Maybe I'll do more with Paulina since I kinda like her, even though she can be a bitch.

The other ideas that I toyed around with in class were Danny helping Dash out after an accident in the weight room, Kwan coming to Danny for Jazz's psychology notes, and Danny helping Lancer into his locked car. I wanted to have him interacting with more characters around the school and maybe even around the town.

As always let me know what you think

~May