This is my first song fic/fan fiction that I've written, so please go easy on me. Flames and critism are welcomed, as they'll help me improve my style and writing. After all, what doesn't kill you only makes you stronger ( I know, weird quote for writing a fan fiction but still true). And if your not a big fan of flashbacks I suggest you leave.

I just heard this song somewhere and immediately began to think of Layla and her feelings for Will, in the beginning of the movie.

Disclaimer: If I really owned Sky High, I would have had Layla end up with Warren instead of Will. But alas, I don't. Nor do I own the song "Teardrops On My Guitar", which belongs to Taylor Swift.

italics lyrics

"Teardrops On My Guitar"

Will walks up to Layla near the bus stop with the biggest grin on this face. "Layla, your not going to believe what happened to me last night," he says excitingly.

She holds up a fortune cookie as her face turns into an awkward smile resembling more of a grimace.

Will looks at me, I fake a smile so he won't see

That I want and I'm needing everything that we should be

"I have something to tell you," Layla starts to say building up confidence, "but you first."

"Okay, its about homecoming"

"Really?" she interrupts hopefully.

"I'm going with Gwen Grayson." He tells joyously, "Can you believe it? Me, a freshman, going with the most amazing girl at Sky High."

I'll bet she's beautiful, that girl he talks about

And she's got everything that I have to live without

Layla laughs loudly as Will finishes his joke. Her focusing all of her attention on him, not knowing that the two chemicals she mixing together creates a very acidic substance that was burning holes through the table.

"Ms. Williams, I would really appreciate it if you start paying attention to the lesson instead of making new ways of turning my tables into Swiss cheese with Mr. Stronghold," Dr. Medulla with that brainiac tone of his.

"Sorry, Mr. Medulla," they both say sheepishly.

Will talks to me, I laugh cause it's so damn funny

That I can't even see anyone when he's with me

"Gwen is just so beautiful."

He says he's so in love, he's finally got it right,

I wonder if he knows he's all I think about at night

He's the reason for the teardrops on my guitar

The only thing that keeps me wishing on a wishing star

He's the song in the car I keep singing, don't know why I do

Layla sees him starting to walk up to their regular lunch table. The guys calling him to sit. He's half way up to our table when Gwen takes him tightly by the arm and leads him to her own table of seniors. His beautiful blue eyes sending them an apologist look before joining his senior girlfriend.

Layla takes a deep breath and her face turns into a frown throughout this ordeal.

Will walks by me, can he tell that I can't breathe?

And there he goes, so perfectly,

The kind of flawless I wish I could be

She'd better hold him tight, give him all her love

Look in those beautiful eyes and know she's lucky cause

Layla sits on the rooftop of Will's house in the same position that she sat not too long ago when she comforted Will about his undiscovered powers. But this time she gazes at one particular stars, wishing with all her might the one day when Will would finally notice her as more than just a friend.

But that's just a fantasy.

He's the reason for the teardrops on my guitar

The only thing that keeps me wishing on a wishing star

He's the song in the car I keep singing, don't know why I do

And she walks back home. Prepares for bed and picks up the picture of herself and Will, that was taken a few years ago at the town fair. Both of them having grins that broke their ice-cream covered faces in two and him making the bunny ears sign on top of her head.

She smiles softly and puts the picture down. Turning the lights off to hopefully get some sleep tonight but knowing that she won't with him on her mind.

So I drive home alone, as I turn out the light

I'll put his picture down and maybe

Get some sleep tonight

"Your just embarrassing him. Your just embarrassing yourself."

Gwen's words kept on echoing through her head. She couldn't stop the tears from falling down her face. Gwen was right, Layla thought. How could she have been so blind and think that Will would ever return her feelings? How can he be so cruel as to let his girlfriend reject her for him? Does he know that he just broke her heart in two?

He's the reason for the teardrops on my guitar

The only one who's got enough of me to break my heart

He's the song in the car I keep singing, don't know why I do

He's the time taken up, but there's never enough

And he's all that I need to fall into..

Will looks at me, I fake a smile so he won't see.

PLEASE, Read and Review.