A/N: Revamped this one just a tiny bit. Angsty semi one sided Layla and Warren drama. Let me know your thoughts.

Layla chased him down to stop him before he left.

"Listen to me." She paused, not knowing what she could possibly say next that would make him not do what he was planning on doing tonight.

All she wanted to do was grab him- pull him away- but her hands were sticky with sweat and she didn't want to do anything that might repulse him. It seemed she couldn't help herself though, and she lightly took hold of his hand.

"Warren, I..."

Warren was looking down at her like she'd lost her mind.

"What is it, hippie, you okay?" he sounded concerned as he took in her furrowed brow and shallow breathing.

Layla's lips parted to answer him, but the adrenaline rushing through her veins had left her feeling strangely stunned.

"...Jen's outside waiting for me, so?.." he prompted.

They were standing in the empty hallway, lockers all around them, and it felt strange to be here at nighttime when there were no classes going on. Layla looked around and thought the entire moment was surreal. Was she really doing this?

"Don't go." Her voiced cracked and sounded strange to her own ears. " Don't go ...with her" she whispered the last part, so afraid to say it any louder.

She knew Jen was Warren's girlfriend. She knew that he was actually happy with Jen, he cared about her and tonight he was going to take her virginity. And she knew all this because Warren was her best friend. He told her the last part in confidence, hoping Layla would tell him that it wouldn't make him a bad guy for deflowering a girl in high school. She had hidden her shock and told him that he could never be a bad guy.

So here they were at the Junior Prom and Layla was about to ruin her friendship with Warren Peace.

"Don't do this, Warren." she said a bit more confidently this time.

"What are you talking about, Layla?" He was starting to look annoyed. And now she was shaking so bad because she didn't know how to explain- how to say any of this to him.

"Just don't!" she barked. Warren's left eyebrow shot up, and she continued "I really, don't think you should. I thought about it and I think it's a bad idea. Girls get attached. Things can get complicated. You should probably wait." she said this all so fast and she knew she sounded like a crazy prude, but she was so afraid to tell him the truth.

"No offense, Layla, but the decision isn't up to you." his tone implying that she crossed some kind of line. "I'll see you, Monday." he said and turned to go ending this conversation.

Layla felt her eyes burn and she tried to not let the tears fall onto her black chiffon dress.

"I can't stand to think of it!" she yelled painedly at his retreating back.

He stopped but didn't turn around and Layla let it all come streaming out of her mouth.

"I can't stand knowing that you're going to have your hands all over her and... and that you'll look into her eyes, and that you'll tell her that you love her. That you are going to be inside her tonight, that you're going to be that close! Damn it, Warren, just imagining it, makes me want to die!"

Her tears were freely falling now streaking her face, making her look like some kind of ragged destroyed person. This wasn't her, but it was who she was becoming. Over the past few months, as she watched Warren and Jen's relationship evolve into something that was less casual and more serious, Layla's felt herself unraveling until she could finally see that it was because she wanted Warren for herself.

Warren turned around at her words and quickly stalked back up to her, looking pissed.

"What the hell are you saying? Are you jealous? Is that what this is?" He was breathing hard. "You can't stand the idea that I'm no longer around to hang out whenever you feel like it. Especially now that you and Will aren't together anymore and you've got all this free time on your hands. You thought I was gonna clear my schedule and make sure I put enough 'Layla time' aside to make you feel special, huh?"

He was sneering now, and Layla was taken aback, never having seen him look at her this way before.

Is that what he thought of her? That she used him because she was lonely and bored? She felt her temper begin to rise, but mostly she felt anguish. She saw this conversation spinning out of control and she needed to make it stop. She needed to make him understand.

Layla took a step closer to him, close enough that she could see the pulse hammering in is neck.

" You know that I give as much to our friendship as you do, Warren."

"You-" Warren started.

"-but, yes I am jealous. How could I not be when I 'm watching the guy that I'm in love with, fall in love with someone else? and I have no clue what to do to stop it." She couldn't believe how calm she now sounded.

And then she saw his expression soften.

"Damn it, Layla."

He ran his hand through his hair, eyes squeezed closed.

Then he laughed humorlessly, the rough noise startling her.

"You know, if you would've told me that last year.. even six months ago..." Warren closed his eyes and

shook his head.

" I can't, I can't." he said with a wistful tone in his voice, and looked away from her.

Layla's heart sunk into the pit of her stomach. She felt rising panic and put her hand on Warren's chest because she needed to feel connected to him, she needed not to lose him.

"I'm sorry, I shouldn't have said anything. I'm such an idiot. Please, please don't hate me." she pleaded. Layla knew she sounded desperate and hated it, but she couldn't stop herself. She loved him and her heart was breaking.

" I could never hate you, hippie." Warren sighed. He pulled her into his arms and gently kissed the top of her head.

She felt more tears leak out from behind her closed eyes and dampen the lapel of his jacket. When he pulled away she saw that his boutineer was completely wilted. She had killed it with her sadness, and for some reason this embarrassed her more than anything.

"Warren?" They both heard Jen's voice echo from the double doors at the end of the hallway.

A moment passed before he turned and called back "Be right there!"

"I have to go." he gently said to Layla, moving her out of his arms.

She nodded, dejectedly.

She stood there and watched Warren walk down the hallway until he reached his girlfriend. With each step he took, Layla grew colder. Warren took Jen's hand and they left the prom together.

A shivering Layla Williams, now stood alone, surrounded by grey metal lockers, wishing she had the power to rewind time.

It wasn't until later that night when Layla was crying herself to sleep, that she wondered exactly what Warren meant when he said : "You know, if you would've told me that last year.. even six months ago..."

But, it didn't matter now. It was too late.