Lilly quickly threw her golden blonde hair into a loose ponytail and grabbed her school bag. Again, she had woken up late and would have to rush to school to meet Miley and Oliver before homeroom started.

"Gah, I'm so late," she mumbled to herself, as she glanced at the digital clock next to her bed, and then at her wristwatch. (Both of which were displaying inaccurate times)

She started down the stairs in a hurry, but as she neared the entrance hallway, the sound of her mothers' frantic whispers caused her to come to a halt.

Lilly held her breath and took several quiet steps to the kitchen door so she could hear more clearly.

"No, Paul, that's completely unacceptable!" Heathers' voice echoed throughout the kitchen. There was a pause and Lilly tip-toed closer. "You know why! I've told you a million times, you're not getting anywhere near her…! Don't bring me into this. That has nothing to do with it. The courts decided that you are not fit to me anywhere near Lilly or me! If you try to communicate with her, I will get you in jail so fast your head will be spinning! I'm not about to let you drag her into your lies! No! No excuses! Paul, stop! Paul.. I'm not going to listen to—Paul!"

Heather released a stifled grunt and slammed the phone down. She sighed heavily and then looked up to see Lilly standing in the doorway. She bit down on her lower lip and forced a smile.

"Good morning Lilly…! Would you like me to fix you some breakfast?"

Lilly didn't move, but instead, spoke very slowly, "Mom… maybe he's different…"

Heather sighed again and pulled up a chair to sit down, "Lilly, honey, you were to young to remember what he put us through... and thank god for that,"

"I was not too young mom!" Lilly exploded, "You won't even give him a chance! People can change!"

"Lilly, listen…"

Lilly turned and started for the door, "Whatever…"

Heather stood up from her chair, " Lilly, wait! You're breakfas-"

The door slammed shut.

Lilly rushed down the street, trying to clear her mind. She didn't hear Miley calling after her.

"Lilly!" Miley rested her hand on Lillys' arm as she finally caught up to her. Lilly turned her head, surprised, and met eyes with Miley.

"Oh," Lilly sighed and relaxed at the sight of her friend. "Good morning Miles,"

"'Good morning?' I must have called your name a dozen times! You feeling okay?"

The two fell in place, side by side, and began walking at the same pace. Lilly hesitated before answering. "My dad called again this morning… He was still trying to see my mom and me,"

Miley furrowed her brow and linked arms with her friend. She didn't know what to say. Lilly had never really brought up her father until he had started calling desperately about a month ago, and Miley didn't know the history between him and his family very well. "Lilly… I'm sorry… What do you think about it all?"

"I don't know," Lilly stared at the ground as they walked on, "I mean… I want to meet him… I don't remember a whole lot about him. I'm.. I'm just curious, you know? I'm mad at him, yeah, but my mom wont say anything about him except that he's dangerous. But what if he's changed? I guess I wouldn't know, because my mom never tells me the specifics about why he was so bad… I just… I just don't know Miles,"

Miley was at a loss of what to say. She squeezed Lilly's arm with hers, and rested her head on Lilly's shoulder. Lilly sighed, finding comfort in the warmth of having her friend at her side. She relaxed, took a deep breath, and squeezed Miley's arm back. "Thanks, Miley…" She said softly.

They walked the rest of the way to school, and found their spot at an outside table to wait for Oliver. Miley glanced over at Lilly, who sat with her chin resting on the palm of her hand, seeming lost in deep though. Miley noticed how much smaller Lilly's frame looked, compared to the strong, healthy, and athletic body it had been before. She almost looked sickly.

"Lilly…" Miley started, "Did you eat breakfast this morning…? Or any morning for that matter?"

Lilly blinked out of her thoughts and turned to face Miley, "Hm? Oh… No, I didn't this morning.. I woke up late and then sort of had an argument with my mom. I guess it's happened more than once recently,"

"You really should eat something.."

"I will," Lilly assured her, "I'll grab something at lunch. I just haven't had much of an appetite lately,"

Before Miley could point out how unusual it was for The Lilly Truscott not to have an appetite was, Oliver walked over to them and sat down.

"Good morning, ladies! I know, I know. You missed me. What can I say, I'm a busy man,"

Both Miley and Lilly rolled their eyes. "Good morning, Oliver,"

Oliver smiled sheepishly and lifted his backpack up to the table as he sat down. "Oh yeah, Lilly, the lady in the office asked me to give this to you," Oliver reached into his front pocket and handed Lilly a folded piece of paper. "They said it was from your mom,"

Lilly took the piece of paper and started to unfold it. "My mom? Why would she send something through the office?"

Oliver shrugged as Lilly read the note. Miley leaned closely over Lillys' shoulder to read it too.

The note conveyed nothing more than a simple address. As Lilly finished reading it over a few times, she slowly folded it back up.

"This isn't from my mom…" Lilly had a look on her face that scared Miley, but before she could say anything, the bell for homeroom rang.

Miley didn't get a chance to talk to Lilly until lunch, though she made sure to keep her eye on her during class. Lilly rarely looked up, but onto the piece of paper in her hand with a tight, almost trembling grip. This, Miley knew, was not a good sign.

As the bell for lunch rang and the students filed out of the classroom, Oliver walked over to Miley's desk.

"Hey, I gotta talk to the tech about my AV project. Could you check on Lilly? She seems…" Oliver frowned, "I dunno…"

Miley glanced past Oliver as Lilly exited the room, looking very tired and weak. She knew Lilly would be waiting at their lunch table. She turned back to Oliver and nodded.

"Leave it to me."

Miley stood up, gathered her things, and left the classroom to find Lilly. She found Lilly sitting exactly where she thought she would; at their lunch table. She still seemed lost in thought. Miley also noticed that Lilly had failed to get any food in front of her.

"Aren't you going to eat anything?" Miley asked as she sat down slowly next to her friend.

Lilly's eyes fluttered and she jumped, surprised my Miley's sudden appearance. She gathered herself, and took a moment to answer.

"I'm not… feeling all that well…" She said weakly, and Miley believed her. Lilly was pale and trembling. Miley was terrified that the slightest touch would cause Lilly to collapse to the ground.

"Well, maybe eating something would help…" She suggested hopefully.

Lilly didn't answer, and was once again lost in thought. Miley inched closer, and soothingly placed her hand on Lilly's arm. She could feel her friend trembling.

Lilly turned to meet Miley's gaze. She looked like she was on the verge of tears.

"Lilly…" Miley said softly as she gently stroked her friends quivering arm, "Tell me what's going on… Are you sick..? Do you need to go to the nurse,"

Miley hoped that this was the case, but she knew it wasn't. She looked deep into Lilly's sparkling blue eyes that were rimmed with tears. "Or is it something else…?" Miley glanced to the note that Lilly still clutched in her hands, and then back at Lilly.

Lilly stared back into Miley's eyes and opened her mouth to speak, but no words came out. She looked frightened and helpless. Lilly weakly drew nearer to Miley, and Miley did the same, waiting for her friend to answer her.

"Lilly Truscott?" A voice interrupted them. They both looked up, surprised, and saw the school secretary.

"Y-yes?" Lilly finally answered, slightly shaken.

"There's a phone call for you in the office," She seemed irritated with the fact that she was playing the messenger.

Lilly pulled away from Miley, and Miley immediately did the same. "Oh… Okay." Lilly stood up to follow the secretary back to the office, giving Miley one last desperate glance for help.

Miley stared after her as she walked away, concerned, and at a loss of what to do.

The secretary led Lilly into the office and pointed towards the phone at her desk. "I'll transfer the call," She said dryly, and went back behind her desk. She pushed a few buttons at her desk phone and the phone in from of Lilly began to ring. Lilly stared at it, unsure of what to do.

"Well, pick it up," The secretary snapped.

Lilly jumped at the harshness of the secretary's voice, and then swallowed before reaching for the phone. Slowly, she picked it up and lifted it to her ear.

"H-hello?" She asked weakly. Her stomach churned.

"Lilly… please come…"

"W-what?"

The phone clicked from the other line and the line went dead. She held the phone to her ear several moment longer and then hung it up. The bell for lunch to end rang. Lilly thanked the secretary, and then turned to leave, walking out the office doors.

Miley waited nervously where she had been since Lilly had left. The bell rung and still she sat, refusing to move until she saw Lilly. Finally, she saw her emerge through a crowd of students who were all hurrying to class. Miley immediately rose from where she sat and rushed to Lilly's side.

"Lilly? What was it?" Miley asked desperately, grasping Lilly's arm again. She was shaking vividly, and she looked up at Miley with fear and bewilderment in her eyes.

"Lilly…" Miley tightened her grip.

"Miley, I—" Lilly's voice was quivering,

"Stewart! Truscott! Get to class!"

Miley did not let her eyes leave Lilly's trembling figure during the next class. They didn't have 6th period together, and Miley was distraught with worry about how Lilly was doing. Her imagination ran wild, and wracked her with concern and worry.

What if Lilly collapsed? What if Lilly was alone somewhere and needed me? What if she's really sick? What if someone found her…? What if something happened with her father? Miley's mind was going a mile a minute. Her foot was constantly tapping at a rapid speed out of anxiety.

Finally. 6th period was over, and all that was left was PE, which she and Lilly were in together. Unfortunately, Miley was held several minutes after class by the teacher to discuss her visible lack of attention during the period. When she was done getting lectured, she rushed to the gym. By the time she got there, the locker room was empty. Quickly, she changed into her PE clothes and went out to the gym.

Much to her disappointment, Miley found that the class had been split into two groups. One group was running laps around the track, and the other was recording height and weight. Miley hoped and prayed Lilly was in the second group instead of running laps in her weakened state, but Miley didn't see her in the line that led up to the scale. She apprehensively turned towards the track, and to her horror, she saw Lilly: running fast and hard. Her face was a ghostly white and she was gasping for air, but still, she kept on running, as if her life depended on it; as if she were running away from the world.

Miley stood in back of the height and weight line, nervously glancing towards the track, fearful that Lilly would collapse at any given moment.

At one point, Miley turned just in time to see Lilly loose her footing and fall hard to the ground. Miley shot up from her sitting position and started towards the track, but was pulled back by an angry voice.

"Stewart! Get back in Line!"

Miley froze and looked back at the gym instructor, and then back towards the track. A few girls had gathered around Lilly to help her up, but Lilly pulled herself to her knees, and then into a standing position. Without hesitation, she continued to run.

"Stewart!"

Miley slowly turned around and obediently headed back towards the back of the line.

PE seemed to drag on and on, but finally, the bell for 7th period to end rang. Miley, having been the last person in line, was released last. She rushed to the locker room knowing that everyone, including Lilly, would be done dressing out and leaving.

To her surprise, when she entered the locker room, she found Lilly sitting down, still in her PE clothes; pale, and short of breath. Lilly looked up at her as she entered.

"Lilly…?" she asked, surprised, "What are you still doing here?"

Lilly stood up, staggering. "I thought I'd wait for you…"

Miley bit down on her lower lip; she scared that she would burst into tears, but she managed to force out a cheerful, "Oh. Thanks Lil!"

They both went to each of their lockers and began to undress. As Miley finished removing her PE shirt and pulling her dress shirt over her head, she glanced over at Lilly. Lilly had just opened her locker and was removing her PE shirt.

Miley swallowed as a weird sensation swept throughout her body as she watched her friend's half naked body. She convinced herself it was a wave of concern for Lilly. The outlines of Lillys' ribs were visible through her skin and she swayed as she stood in place. Her breathing was still shallow and labored.

Suddenly, Lilly's knees buckled, and she staggered backwards. Miley acted fast and lunged forward as Lilly fell. Miley managed to catch her, and slid to her knees. She propped Lilly up and held her in her arms. Lilly's body trembled, and a cold sweat ran down her face. Miley swallowed again as she felt Lilly's bare skin touch her own. Shivers that Miley couldn't explain ran throughout her entire body.

Miley shook herself out of it and brought herself back to the situation. "Lilly, wake up! Can you hear me?"

Lilly groaned softly, and Miley tightened her grip on her.

"Lilly!"

Several painstakingly moments of silence later, Lilly stirred, and her eyes fluttered open. She squinted up at Miley as her eyes focused.

"Mm… Miley?" She asked weakly, "I'm really lightheaded… I don't feel too good…"

Miley held her Lilly closer and rocked her back and forth, hiding the tears of relief that started to form in her eyes. "Of course you don't, Sweetie," She sniffed, "You haven't been taking care of yourself,"

Lilly heard the quivering in Miley's voice and reached for Miley's hand. She grasped it in her own frail hands, and gave it a soft squeeze.

"Lilly… What wrong…? Please tell me,"

Lilly smiled softly and struggled to sit up in Miley's arms. Miley ended up helping her. "Hey Miles…?"

Miley sniffled, "Yeah?"

"Can I stay at your place tonight? There's some stuff I really want to talk to you about,"

Tears dripped from Miley's eyes and landed on Lilly's hands. Lilly gave Miley's hand another gentle squeeze.

"Of course," Miley choked, "Of course you can, silly,"

Lilly smiled softly, but it soon faded off of her face. "My dad…wants me to…" She started, "Well, I think it's my dad. The address, the phone call… He wasn't me to see him today… I don't know what to do…"

Miley saw Lilly reach her shaking hand towards the bench for support, and then started to help Lilly up.

"Well, too bad!" Miley said protectively, "You're going to be at my house tonight, and we're going to figure all of this out. You can't keep torturing yourself like this! Plus… I don't think its safe to just show up, when you don't really know what to expect, and because he asked you the way that he did.. It's too suspicious."

Lilly stabled herself and nodded. "You're right… I'm just… lost…" She then blushed, noticing she was still half naked. She reached for her shirt and pulled it on over her head.

Miley blushed too, realizing how she had grown accustomed to seeing Lilly in her nothing but her bra. She sheepishly looked away. "Well… I'm here to find you," She said softly.

Lilly finished changing and closed her locker. She turned to Miley and grabbed her hand gently. "Thank you, Miles…"

Miley smiled at Lilly reassuringly, and interlaced her fingers with Lilly's. "Now!" She said, wiping the last of her tears away, "Let's get some food in you!"

Lilly smiled at this, and found herself being led out of the locker room to get some food at Rico's with her best friend.

Lilly quietly walked through the front door of her house. She had gone to Rico's with Miley and returned home briefly, before she was going to head over to Miley's for the night.

She hadn't been able to eat a whole lot, but had had satisfied Miley by finishing half a hotdog. She felt as if she had more energy now, but at the same time, felt slightly nauseous.

Lilly looked at the clock. 5:15… Her mom wouldn't be home until after 6:00, and she had planned to be at Miley's by 7:00. She stood in the front entrance for several minutes, and then went to the kitchen to write her mother a note, telling her she'd be at Miley's for the night.

Lilly then, read over the note hesitantly and then placed it on the counter. She turned to leave out the front door, clutching the folded piece of paper with the address on it in her hands. After a few more moments of hesitation, Lilly opened the door, and stepped outside.