AN:Standard disclaimer applies. I don't own any of the following: Sky High or the characters, the song October (by FM Static), coke, doritos, Power Rangers, Seventeen magazine, a Camaro, or Greenpeace. I did, however, come up with the Aqua Academy all by myself. I mean, Sky High can't be the ONLY super high school, can it?This is for Lt. Commander Richie's challenge in the challenge thread. I've had this idea for a while. I hope it came out all right.

These are the guidelines:

1. Has to be a songfic (THERE ARE NOT ENOUGH!)
2. If the song has been used before, e.g. Perfect by Simple Plan, use it again! V A R I E T Y!
3. Please make it angsty? Pretty please? I'm running out of good angst.
4. If there is an original character, she cannot fall in love with Warren. She cannot be a 'Sue. The same also goes for reversed gender lines. NO MARTY STUS FOR WARREN! THE WARRENWILL SLASH IS ENOUGH!
5. Discreetly put the codeword 'Pancake' in the summary so I know it's an entry.
6. It can be silly if you like.
7. NO CROSSOVERS! That means no daughter of Johnny Storm or anybody from the FF, keep it as In-Context as possible please.
8. It has to be in by Feb 20th, at exactly 10:55 PST. Ten days, exactly.

I have tried to adhere to them as much as possible. Although there isn't much angst. Sorry.

No Second Chances

I used to draw you pictures
Back in grade school
You never could quite make them out
But you said you thought they were cool

A little red-headed girl walked into Ms. Oakley's kindergarten class, her bright green sneakers squeaking on the newly-waxed tiles. Settling down at a round table, her gaze settled on the little boy sitting next to her. Tilting her head and staring intently at the navy blue crayon in his hand, she looked at his Power Rangers t-shirt and grinned. "Whatcha drawing?" she asked.

The boy looked up, his messy brown hair falling through his bright blue eyes. "A picture," he replied, matter-of-factly.

The redhead rolled her eyes. "I know that. What's it a picture of?"

The boy scribbled a little more, then slid the paper over. "Here." He smiled. "I'm Will, Will Stronghold."

Concentrating hard on the drawing, the redhead pursed her lips. "What is it?"

Will, confused, looked down at the picture. "What?"

"This," the girl pointed at the big, blue blob on the paper. "What is it?"

It was Will's turn to roll his eyes. "The Commander and Jetstream!" he exclaimed.

"Oooh…" The redhead smiled. "I see. My name's Layla. Layla Greenleaf."

Will grabbed Layla's hand and shook it furiously, just like he'd seen his dad do. "Nice to meet 'cha, Layla."

Layla grinned. "Nice to meet you too, Will."

We made a really great team
You and I in our acid-washed jeans
Looking back it was all so great
Vaurnet, Chip 'n Pepper, and Vanilla Ice tapes

Parking his Cherry Red Camaro in an open stall, a handsome young man got out and locked the doors. Pocketing the keys and tugging at the lapels on his denim jacket, he moved to the store entrance.

Will entered the corner Seven Eleven before his Intro to Religion lecture and picked up a Coke and a bag of Doritos. College was killing him. Making his own schedule had been fun; sticking to it was a really big problem. Of course, being able to sleep until one in the afternoon helped. Cruising through the aisles, he scanned for anything he might need. Coming up with nothing, he slid on over to the checkout.

"Hey, what's up?" asked the clerk; a guy named Derek in Will's creative writing class.

"Hey. Did you finish the assignment yet?" Will asked, getting out his wallet.

"Nah. It's not due until tomorrow." Derek scanned the items. "Four twenty-seven, man."

Will forked over a five, scanning the magazine rack. He stopped dead. "Hey, man…who- Who is that?" He pointed to the young woman gracing the cover of Seventeen magazine.

"Dude. You really do live under a rock. That's the lovely 'L'." Derek shook his head. "She's like…this total supermodel. Supposedly, she's going for a career change: acting. Oh, and here's your change."

Will blinked. "Oh. Yeah, thanks. …thanks."

Sliding into the driver's seat, Will took one last look at the magazine rack through the window. 'That…that was Layla…'

It's hard to get over
She comes out in October
Wish someday I could show her
Things have changed

It was moving day. Layla stood outside her house, fighting back tears. Will raced down his front steps and caught her hand. "Hey, hey, hey. It'll be all right, okay?" Holding her face in his large, warm hands, he smiled at her. "I'll call you. I'll call you every day."

"It's not fair," she protested, watching the movers take her bureau and desk to the van. "I don't want to transfer to Aqua Academy."

"I don't like it either. Junior year just won't feel right without you," Will tried for a smile and ended up with a grimace.

"I…I'll miss you," Layla whispered.

"I'll miss you, too." Will hugged her tight.

"Layla!" Mrs. Greenleaf called from the family station wagon. "Come on, we have to go, honey!"

Will kissed the top of her head. "Go on. Call me when you get there."

Layla nodded, dashing for the car.

It was the last time he saw her…until that day.

But now that we're so much older
Don't even really know her
Maybe someday she'll come over
We can hang

Warren hated smog. It sucked. It sucked royally. He thought this as he walked to Anthropology and cursed whatever higher powers had made his dream school in New York City. Not that he didn't like the city. He just hated the damn smog. Cursing smog, he slouched into the lecture hall and found himself a seat. Checking his watch, he knew it would be a few minutes before the professor walked in.

A gaggle of cheerleader-type girls waltzed in and sat behind him. Their chatter over an article in some magazine was slightly irritating.

Of course, most things irritated Warren. He was just sort of picky. And anal-retentive. And reclusive. And crowd-phobic. But whatever.

Turning around in his seat, Warren smiled a sparkly smile and, in his best cheerleader imitation (read: monotone), went, "can you, like…shut up, please?"

"We weren't talking to you," one of the girls 'tch'-ed. "We were talking to each other. Now, if you don't mind," she put the magazine up as a barrier between them and continued with her friends.

Warren's eyes widened. "Wait; who is that?"

The girl looked at him over the cover. "Who is who?"

"That girl. That girl on the front of your…thing," he replied, pointing to the magazine.

"That is L. She's, like, the new 'it' girl. She's gonna be fab. She even, like, in addition to acting and modeling, helps out with Greenpeace and stuff. Totally cool."

Conversation over, Warren sat back, confused. 'Layla?'

I saw you in
Cosmopolitan
And your hair was down
And everybody liked you

Warren noticed Layla dashing to the cafeteria one day during sophomore year. She was soaking wet and appeared to have been sheltering her books at the expense of her body. Shaking his head, he made his way to 'their' table. He shrugged out of his jacket and handed it to her. "Here, hippie. You look cold."

Layla looked over at him, a little miserable. "It's raining outside."

He chuckled. "I figured." The rest of their friends were slowly making their way to the table.

"Thanks." Layla slipped into the jacket.

"Here," Warren walked around behind her and tugged on he rubber band holding her ponytail in place. "If you let it loose, it'll dry faster."

"How do you know that?" she asked, surprised.

"I work at a restaurant. Sometimes angry customers dump things on me," he explained with a grin.

"Right." Layla giggled.

"I'm serious," Warren laughed.

"I so believe you." Layla smiled, making room for Will to sit.

"Hey Warren, Layla." Will kissed her on the cheek. "You look nice."

Layla returned the kiss. Then she looked back at Warren, "Thanks again."

Warren shrugged. "Don't mention it."

Remember way back when
Way back in grade seven
And your hair was down
And everybody liked you

On their way to Eastern Mythology, Will and Warren high-fived in greeting. Having one class together, as opposed to all classes senior year of high school, was very different for both of them. But they made the most of it, mostly flicking paper balls at each other, but still.

"Hey man, what's up?" Will asked, scratching the back of his neck.

"Nothing much. You?"

"Nothing."

They entered the hall and found two seats.

What's up?

Nothing. Except…except…

You were a smart girl
Favorite day was earth day
Forget what those jerks say
I dug you in the worst way
No doubt
Cause you even went out
Bought me a
Boys in the Hood soundtrack for my birthday

"Hey man," Will whispered, ten minutes into class, "did you hear?"

"Hear what?" Warren leaned over and they conversed conspiratorially.

"Layla's coming back to Maxville for winter break."

Warren was silent for a moment. "…I heard."

"You wanna…you wanna see if she wants to, I don't know, hang out…with everyone? Like old times?" Will's voice was nervous.

"I…sure. Sure, that sounds…great…" Warren trailed off. "Great."

It's hard to get over
She comes out in October
Wish someday I could show her
Things have changed

Will and Warren cruised the mall, that first day back from college. It was Christmas season so the place was swamped with high schoolers, last-minute shoppers, and the out-of-towners who wanted to get away for the holidays. Suddenly, the mall got quieter. A limo had pulled up in front. Three people were walking through the huge double doors.

The two boys pushed through the crowd to see what movie star was invading their home territory…and stopped dead.

There she was. A man in a suit and sunglasses, presumably the bodyguard, walked behind her, speaking into an earpiece once in a while. He looked around menacingly, as if telling everyone there was nothing to see. Boy was he wrong.

Layla spoke animatedly to her companion, brushing stray locks of that same red hair behind her ears and grinning hard. It was so good to be home, back where she grew up. The old with the new. It was good.

Will and Warren watched her walk by, not even looking at them. Perhaps she didn't recognize? Perhaps she didn't see…

But now that we're so much older
Don't even really know her
Maybe someday she'll come over
We can hang

Layla smiled at the man walking next to her. Tall, with a warm grin to match his warm complexion and laughing green eyes. Their hands were clasped as she went on about some shoot, or some gig, or some protest that she'd been to. And he listened and he smiled and he held her hand as they walked through the mall.

Soon the rush died down and the only people standing still were the two college boys in the middle of the walkway.

The two college boys who let the pretty young woman slip away.

Had she seen them? Maybe not.

But they'd both seen the sparkling diamond on her left hand. And they'd both seen the look of adoration she gave to the man she walked with. And they both could not believe they'd never get a second chance.

And they both knew…

And we could all tell
That you would be something
And we could all tell
Stories to our friends
And we could all tell
It was now or nothing
And we could all tell
You'd never be back again…

Thanks for reading! Please review too!