A/N: I wanted to write something for this pairing seeing as the actual Winter Solstice is upon us. And then I found this list of High School AUs on tumblr, and the one that goes:

"I'm really popular and you always eat lunch alone so I decided to come over and sit by you and all my "cool" friends think I'm doing it to make fun of you but actually I think you're really interesting and attractive please don't think I have an agenda. Like, can i buy you a milkshake?" au

Got me picturing Bucky as the popular kid who starts to like Jane, the so-called nerd. So I had to write it.

Hope you enjoy!

Bucky wasn't sure when he first noticed her. She'd been sitting two rows behind him in math class for four months, and one row ahead of him in science class for three. She didn't sit near him in any of their classes, and probably never had. He was a bit sad to say, even though he'd never changed schools in his life and was officially one of the school's Most Popular Kids TM, he didn't know more than half of the student body by name. That just made his inability not to stare at the back of her head when he was supposed to be taking notes on climate change all the more confusing.

He knew she'd never looked his way before. She always had her nose in a book or was busy taking notes. She was the first one to raise her hand every time and never gave a wrong answer. Science class especially was where she shined. From his vantage point, Bucky could just catch the side of her face, which glowed with knowledge each time she gave what the teacher called a graduate level response. He was always saying that 'Ms. Foster' was going to make a name for herself in the scientific community, and while the other kids snickered at the 'giant uber nerd', she couldn't have been prouder, and Bucky couldn't have been more entranced.

It soon moved on to the lunchroom, where she would always sit at the table by the door. He figured out right away that she wanted to be the first one out when the bell rang, so she wouldn't have to wade through an ocean of bodies crammed together in the hallways. Sometimes, she was joined by Darcy Lewis, that loud mouthed sophomore who worked on the school paper. More often than not, she ate alone, and seemed perfectly content with it. She munched on a sandwich or salad, with the occasional bag of chips, and flipped through a book until five minutes before the period ended.

He liked this time best of all, because from the back table where he and all the other Popular Kids TM sat, he had a perfect view of her. He could see every inch of her soft, pretty face, and her big brown eyes as she scanned each page with total concentration. He saw the way she bit her lip or brushed hair out of her eyes. He saw how delicate each bite of her food was. She ate like a bird, and she was positively tiny for it. He saw every helpless smile she gave whenever Lewis went on another tirade about the school's budget cuts, trying and failing to get a word in edgewise as the underclassman ranted like a madwoman.

He watched her for so long that he probably looked like a crazy stalker. He was lucky she hadn't seen him yet, but the same couldn't be said for Bucky's friends.

"Why don't you go talk to her?" Steve asked one day.

Bucky, in the middle of a ham sandwich and fries, almost didn't hear him. Then he checked her table again, where she was twirling her fork around in one hand and holding her book up with the other. Her face was covered, much to his disappointment.

"Buck? You listening?"

"What?" Bucky looked at Steve. His oldest friend was failing not to laugh.

"You've been watching that girl for over a month now. Why don't you talk to her already?"

Bucky glanced back over, for a moment fearing that she might have heard them. That was stupid, of course. She was all the way on the other side of the cafeteria, and even without Lewis screaming in her ear, she'd never hear anything over the noise everyone else made.

"Who says I won't talk to her?" Bucky asked, crossing his arms over his chest. "I'm just… waiting for the right time to make a move. I'll do it."

"Yeah, when? Graduation day? Because at the rate you're going, you won't even be ready to stand next to her by then."

Sometimes, Steve really pissed Bucky off. The dumb punk thought he was so smart just because he got straight A's and was taller than him now.

"I could go talk to her right now if I wanted to," Bucky shouted, catching the attention of the other Popular Kids TM sitting nearby.

"Talk to who, Buck?" asked Justin Hammer, the sniveling wimpy rich kid who definitely was not allowed to call him 'Buck' ever.

"Nobody," Bucky snapped, glaring Hammer down until the annoying wimp shied away.

Unfortunately, now all of them were doing it.

"Must be Natasha. She totally has the hots for him."

"You mean that gymnastics girl? Nah, she's dating Clint Barton."

"I bet he's talking about Maria on the cheerleading squad."

The gossip continued over Bucky's head. It bored him enough when it wasn't centered on him. Now, he might just lose his appetite if he had to keep listening.

Steve didn't seem to like it any more than he did. He kept his eyes on Bucky; his face was set, the challenge issued. Bucky tried for all of a minute to ignore him, but Steve could be very persuasive without a single word when he wanted to be. It had to be how genuine he was. The man's heart was always in the right place. He might as well have been a walking talking after school special.

Bucky threw down his sandwich with a grumble and picked up his tray. He refused to acknowledge the grin on Steve's face and walked away from the Popular Kids TM table and into the crowd of students, eating and chatting by the back doors and lining up in front of the vending machines. Bucky stopped at the only free one first to get a new bottle of soda. He was going to need it in case his throat got too dry. That always happened when he was nervous.

Not that he actually was nervous or anything.

No way, he was not.

She had put her book back down on the table, and she was turning the page when Bucky stopped in front of her and cleared his throat.

"Hi there," he said, and then paused. His stomach dropped at the realization that in all the time he'd been watching her and thinking about how cute she was he'd never bothered to actually learn her first name.

'Nice work, idiot,' he thought.

She blinked a few times, not looking up right away as if unsure it was her being addressed.

"Hello…" she said, watching him with a guarded expression.

"Hi," he repeated. His resolve was breaking with each passing second, and then he caught sight of her notebook sticking out of her book bag. Her name was printed on the top corner in thick black sharpie. "Jane. Hi Jane. I was uh… just wondering if you wanted some company."

She blinked a few more times. It seemed to be something she did a lot when she was confused or didn't know how to react to something. At least, he hoped that was all she was thinking and not that he was totally insane.

"You want to sit with me?" she asked.

Bucky rubbed the back of his neck. "Yeah, I… I see that you sit alone a lot of the time, so I thought you'd like it if you had someone to sit with."

"But don't you always sit in the back?"

Bucky almost turned to look at his regular table, but he stopped himself at the last minute. If he was lucky, all of his supposed friends were still fighting among themselves about nothing, and Steve was back to devouring his lunch like the ravenous wolf he'd become since his growth spurt. It wasn't that being watched would embarrass him or anything, he just really didn't want to deal with anyone bothering him or Jane about this.

"I'm honestly tired of those guys," he said. "All they ever talk about is whose dating who and football scores. It gets really boring."

"Aren't you on the football team?"

"Doesn't mean I like talking about it all the time." His hand was on the seat opposite hers and he pulled it out half an inch. "So, can I sit?"

Jane looked at the chair, then at him, then at the chair. She swallowed. "Go ahead. I can't exactly stop you."

That… didn't sound promising. To be fair, he couldn't blame her for being wary of him. They may have never spoken before, but he did have the misfortune of being affiliated with the very same people who sneered at her by the lockers and joked about her being so mousy that she might as well grow ears and a tail.

Which was total crap anyway, because now that he was seeing her up close, he knew she was anything but mousy.

Taking his seat, Bucky ate a few more bites of his sandwich while Jane went back to her book. She read carefully, slower than usual. She was acutely aware of his proximity. Everything in her stance told him so. Bucky had been going with his father to the shooting range since he was a boy, and he'd learned how to take note of these things. He had to be aware of everything going on around him when armed, or else someone could get hurt. Over time, those lessons became second nature, and he didn't need a gun in his hand to use them.

"What are you reading?" he asked.

Her hands tightened over the hardback covers. "Nothing."

"Looks like you're reading something."

She glanced up. "Just a favorite book of mine."

"Harry Potter?"

"No."

"Twilight?"

"No way."

"Fifty Shades of Grey?"

"Are you kidding me?"

Bucky laughed. She covered her face with her hand so he wouldn't see her laugh, too. With a sigh, Jane lifted the book so he could read the cover.

"From the Earth to the Moon?"

"It's Jules Verne," Jane said, putting it back down. "I love his work. I've read all his books, but this one is my favorite. I've always loved space and the stars ever since I could remember…"

"When I was a kid, I wanted to be an astronaut," Bucky said.

"Doesn't everybody?"

"Did you?"

Jane thought about it, pursing her lips. "Actually, no. I wanted to be a ballerina."

"I bet you'd be a good ballerina."

"Nah. I have two left feet."

She went back to her book, now reading at great speed and turning the page every minute or so. Bucky watched her go, impressed with how easily she took in the words. Logically, one could explain it away by saying it was her favorite book. She must have read it dozens of times before so that one more re-read would take no time at all. Bucky choose to see it as just another testament to how smart she was. Way too smart for him, probably. Not that he was dumb, but there was no way in hell any teacher would ever praise him the way they praised her.

His lunch was long since finished, and Jane wasn't making conversation. There was nothing for Bucky to do but watch her. Or turn to meet Steve's eye and glare at his stupid dopey grin as he gave Bucky a thumbs up. That was not something he'd be repeating, so Jane was, as always, the object of his rapt attention.

There were new things he noticed now that she was in front of him. She tucked her hair behind her ear to keep it out of her face, and she didn't just bit her lip, she chewed it. That was the kind of thing his mother used to drill into him was rude and unseemly and just plain unpleasant to look at. He didn't know what his mom was talking about, because Jane only made it look adorable. Then, of course, there was the fact that once she let go, her lips looked plump and red and oh so inviting…

"What are you staring at?"

Bucky jumped. Jane hadn't so much as lifted her head, and yet she spoke with such certainty that she was right about being watched. Which she was, not that Bucky was at all ready to admit it.

'This is what you get for being a stalker, you moron.'

'I'm not a stalker! I'm just… admiring her,' Bucky argued with himself.

'Which you've been doing for over a month from across a room, only to start ogling her the second you potentially get an in.'

"Hello? Are you in there?"

Bucky jumped again. She was very good at making him do that.

"Yeah, I'm here," he said hastily. "Sorry, I was just… uh- thinking about things."

"While staring at me?"

"I wasn't staring."

Jane appraised him, setting her book down to fix him with a hard stare that spoke of no warmth.

"What are you doing here?"

Bucky stopped, his mind going blank. What the hell was he supposed to say to that?

"You ask a lot of questions, don't you?"

Not that. That was a stupid thing to say. He really was a fucking moron.

"I just don't understand it," she said. "You come here, completely out of the blue, asking to sit with me like we're old pals. Meanwhile, neither you nor any of your friends have ever given me the time of day except to laugh at me."

"I've never laughed at you," Bucky said indignantly.

"And it's not like I buy into the whole high school dichotomy of who's cool and who isn't, but I know everyone else does, so all I can assume is that this is all just part of some big sick joke on the quiet nerdy kid."

"That's not true," Bucky cried, getting to his feet. "I'm here because I want to be here. Because I've seen you around, and I think you're really smart and pretty and I wanted to get to know you better. That's all, I swear to God."

Whatever she thought he was going to say, that wasn't it. Her mouth hung open. He was annoyed to find that this was a cute look, too. The last bit of sandwich had slipped from her grasp, and now bits of turkey slid out onto the table, unheeded by its owner.

"I…" Jane closed her eyes and shook her head. "I don't… I can't…"

Whatever she didn't, or couldn't, Bucky would have loved to know, and he waited with waning patience for her to finish her sentence. It only stood to reason that now of all times would be when some idiot came and tried to ruin it.

"Hey, Buck! Whatcha doing over there with Foster?"

Said idiot was one of the relief players on the football team, a giant lard of a junior who thought himself the Big Man on Campus just because he played in two games last year and almost scored a touchdown in one. He was also one of the people who were not at all allowed to call him Buck.

What was his name again?

Taylor, was it? Or maybe Tyler?

"You taking on charity cases, Barnes?" Taylor (or Tyler) said, grinning like he'd just made some hilarious joke.

"What's it to you?" Bucky snapped, adopting a cold stare reserved only for people he wanted as far away from him as possible.

Taylor (or Tyler) didn't take the hint.

"I just don't know why else you'd want to hang out with some loser."

Jane had gone back to her book, barely phased by Taylor (or Tyler)'s words, which would put her at direct opposition to Bucky. Bucky had never in his life felt more like punching someone.

"You're right," he said instead, "I don't want to hang out with losers. So why don't you get lost now?"

Jane looked up, eyes wide. Taylor (or Tyler) stared blankly for a minute trying to work that out in his head. When he finally did, his fat face turned bright red.

"What the hell did you just say to me?"

He shoved Bucky hard on the shoulder, nearly knocking him over. Bucky grinned a vicious grin as he grabbed Taylor (or Tyler) by the shirt and threw him against the wall. Taylor (or Tyler) let out a squeak of fear.

"I said," Bucky hissed, "apologize to Jane and then beat it. We clear?"

Taylor (or Tyler) nodded, trembling as Bucky let him go and backing away slowly.

"I- I'm sorry," he said to Jane. "I'm sorry. Sorry."

He turned and ran like the wind out of sight. Most of the other kids were too wrapped up in their own conversations to see what had happened. Those who did clapped and whooped for Bucky, who cared for no one's reaction except one. He sat back down, taking in the shock written all over Jane's face with a new, easier smile. The kind he had always known to make girls turn pink.

"Why did you do that?" She asked.

Bucky shrugged. "Who says I buy into the dichotomy either?"

The bell rang literally a second later. It had to be fate. Or good timing. Or some weird combination of both.

At the moment it rang, Jane was still in shock, and she didn't realize that she'd missed her opportunity to avoid the crowds until there were already about fifty people trying to squeeze through the double doors.

"Oh no, I'm going to be late!" She got to her feet and started fruitlessly shoving her book back into her bag.

"Let me," Bucky said, holding back a laugh as he gently pried the book from her hands and slid it easily into a space at the back of the bag. In her haste, she had missed it completely. "There you go. That's better, right?"

The look Jane gave him now could've meant a lot of things. She was probably still suspicious, and if so, he'd accept that. So long as he had the chance to convince her his intentions were good, and judging from the blush that hadn't faded and in fact got deeper, he might just get that chance. She pulled her bag up on her shoulder, fingering the straps. She looked down at her feet, only to look back up with what appeared to be great effort.

"Can I walk you to science class?" he asked.

"You're in my science class?"

"Well, yeah," Bucky said. "I've been sitting one row down for a while now. You should look behind you more often."

As the lunch room emptied (Steve was one of the last ones out, and he gave one more thumbs up before disappearing to history class) and tardy slips for both of them became steadily more likely, a slow smile spread across Jane's lips. That was a look Bucky knew. That was her happy look.

"You know… I think I might," she said.

And with all their books in hand and something new and strange developing between them, Bucky Barnes and Jane Foster walked side by side to class.