Clueless... Only, Not.

She watches her. Probably too much. It's not like anyone notices, anyway. Cat tends to stare at anything that shines; anything that stands out. She knows that she sees Tori Vega differently than anyone else at Hollywood Arts does. Cat once surmised that she watches Tori the same way the entire population of her school watches her. "Her" being Cat Valentine. Not that much of an introduction is needed, really. All anyone has to do is say "Cat" and people nod in understanding. Cat's okay with that. Let people think what they want and stare when they want. Her thoughts were constantly too preoccupied to deal with people, anyway.

"Cat. Hey, Cat!" Andre snaps his fingers in Cat's face three times before she shakes her head and focuses her eyes on him.

"Oh, hey Andre!"

Andre rolls his eyes and gestures around Cat. "You do know you've been standing in the middle of the hall for like five minutes, right?" he asks, mildly amused now.

"Have I?" Cat responds, her tone thoughtful. Time always somehow manages to escape from Cat no matter how many times she tries to catch it. She's trashed many good watches because of that. Clearly time wasn't the only thing that had escapes her this time since Tori was now nowhere to be found. Cat smiles to herself. She has to stop losing herself in her thoughts the minute she spots Tori.

"C'mon. Let's get to Sikowitz's class before the late bell rings."

"Kay kay."

"And furthermore, the coconut is not only a mind stimulant, but a versatile prop for the theatre!" Sikowitz wraps up his thirty-minute coconut lecture with far more enthusiasm than his class has. Rex - the puppet - was snoring loudly on Robbie's lap, Beck was playing Ninja Chicken on his PearPhone, Jade was throwing trash from the garbage can at Tori's head, and Andre was working on a song.

Meanwhile, Tori was letting Cat draw all over her arm. Even Cat admits that wasn't the best decision on Tori's part, but as always, Cat's pout works wonders on her. So, thirty minutes prior Cat had pushed up the sleeve on Tori's long-sleeved purple shirt and had gotten out her favorite purple glitter gel-pen. Only the best for Tori.

"What are you drawing?" Tori whispers, her eyes on Sikowitz as he begins some demonstration involving five coconuts. Cat may have major attention span problems, but she knows when she needs to pay attention in class, and this is not one of those times.

"Don't look yet," Cat whispers back. She's trying desperately hard not to focus on the fact that Tori's entire arm is in her lap. Or that Tori will occasionally curl and uncurl her fingers on Cat's bare thigh to work out some stiff muscle cramps. It hadn't been Cat's wisest decision to wear a skirt that day, but she wasn't about to turn down Tori going along with one of her random ideas. Tori was usually the only one who went along with Cat's ideas.

"Are you covering my whole arm?" Tori asks through a quiet laugh. That's one of the things that Cat loves most about her; Tori's always open to new ideas. It definitely gives Cat hope.

The smile in Tori's voice automatically makes Cat smile. "Yes," she responds. She's basically given Tori a purple, glittering sleeve.

"Are you two gonna make out now?" Jade asks in a quiet, sickeningly sweet voice. She's given up throwing trash at Tori since Tori was paying no attention to her. Not as fun that way. Cat shoots Jade a look and Tori just rolls her eyes and shakes her head.

After returning to her work and finishing the final unicorn, Cat softly blows on the drying ink. Her eyebrow lifts as Tori's arm breaks out into goose bumps, but Cat's too excited about showing Tori her picture to focus too long on that.

"Okay, you can look!" Cat instructs in an excited whisper. Reluctantly, she gives Tori her arm back. The wide smile and look of awe on Tori's face is more than enough to make up for the fact that her favorite pen is now out of ink. It's also more than enough to make up for the deep scowl that's etched across Jade's face when her eyes land on Tori's arm. That girl should really start paying attention in class.

Besides, Tori presents Cat with a new purple gel-pen the next day seeing as how she apparently feels bad about Cat wasting the ink on her. Cat resists the urge to tell Tori nothing is wasted on her. The new pen isn't a glitter pen, but it sparkles to Cat just the same. It's her new favorite pen and as far as Cat is concerned, it's a million times better than her other one.

Today it's her hands. They're what draw Cat in. Tori's wearing a plain silver ring on her left hand and three string bracelets on her right wrist. Kind of like the bracelets Jade wears, only much brighter. It's lunch time, and it also just-so-happens to be Cat's "Tori Time". She doesn't look as stupid blatantly spacing out on Tori's hands when they're all sitting together as opposed to in the middle of the crowded school hallway.

"Are you gonna eat that, Little Red?"

Cat looks up from Tori's hands in surprise. Oh, right. "No, go ahead," Cat says with a smile as she hands Andre her uneaten burrito.

"Something on your mind, Cat?" Beck questions. Cat's a good liar, but she hates lying. She calls it "staying in character", only…sometimes Cat doesn't know what part she's even playing.

"That's rich," Jade bites out. She sends a smirk Cat's way, and as much as Cat tries to fight it, a frown makes its way onto her face.

"Jade, come on." Hearing Tori defend her instantly makes Cat want to smile, so instead she exaggerates her frown into a deeper pout. It's like a safety mechanism. Obviously Cat isn't shy about showing affection, but she's paranoid. There's a constant fear that boils beneath her surface and drives her to act the way that she does. Stay in character. It's not that Cat's afraid of how she feels about Tori; Cat's afraid of how Tori will feel about how Cat feels about Tori. Cat cringes inwardly. She has a bad habit of inadvertently making things more complicated than they needed to be. And why was Jade glaring at Tori so much? Her usual indifference was quickly being replaced with an active hatred that makes Cat nervous. Tori doesn't seem to notice.

"-and that's why my grandma won't let me come," Robbie finishes. Cat looks up and furrows her brows. Oops. She was spacing out again.

"Well, what about you, Vega?" Jade drawls. Tori looks up from picking the tomatoes out of her salad and smiles.

"Of course I'm going!" Cat's ears perk up. "I'm so not missing out on the premiere. I've been waiting like six months for this movie to come out."

"Oh, how simply wonderful," Jade drawls out, her faux, thick country accent never failing to make Tori cry out an 'I do not sound like that!'.

Cat tries to work backwards and figure out what she missed while spacing out. It's a familiar routine that doesn't require Cat to ask what should be obvious questions that end up making her look dumb. Well, dumber than usual. At least she knows it's a movie premiere.

"But Trina's going to wanna come."

There's a collective groan heard around the table before Jade speaks up again. "Can't you pawn her off on something? I'm sure there's some desperate hobo that doesn't have plans this Friday."

Cat smiles as she figures out the day of the movie, but then instantly regrets it. The rest of the table is laughing, and now she looks like she's part of them. Tori just looks hurt.

"Guys, she's not that bad…"

"Who's not that bad?"

"Speak of the devil," Jade sighs out.

Cat cocks her head to the side and giggles as she pictures Trina with red horns and a pitchfork tail. She's not that bad. Maybe just misunderstood. Cat can understand that. Course, there was that one time that she made Tori be her assistant and Tori was like driven insane. Cat pouts as she remembers how frazzled Tori had been, and how hard Cat had tried to help her get out of that situation. Maybe Trina was kind of like the devil, but one with pink horns and tail.

"Okay, so it's all agreed then," Beck says.

"What's all agreed?" Cat asks, immediately looking up at Tori.

While Jade rolls her eyes, Tori merely smiles. It's a smile that sends a chill down Cat's spine; a different chill, not like the one she gets when Jade catches her eye and sends her a concentrated, foreboding look. "It's all agreed that we're going to the movies on Friday for a big midnight premiere."

"I can't believe you guys are seriously going without me," Robbie whines.

"I can't believe your grandma still can't figure out the internet, dude," Andre says before stuffing the last of Cat's burrito into his mouth.

"Can I get a ride with you and Trina, Tori?" Cat suddenly asks.

"Of course, Cat. You can just come home with us after school Friday."

Cat didn't plan for this. She really wasn't good at keeping her feelings in unless she was acting. However, it was becoming harder and harder by the day to pretend she was in character and not crushing hard on Tori. But she's not about to scare Tori off. If she were being honest with herself, that is one of Cat's top three worst fears. Along with Jade hating her and rabid children, that is. It may seem silly, but that fear is what's driving her to not run up and give Tori a bone-crushing hug when she sees her in the parking lot after school that Friday. It makes Cat's chest hurt, and she doesn't like that. She doesn't like pain at all, which is why this whole situation really, really sucked.

"C'mon," Tori quickly says, suddenly right in front of Cat. Abruptly, Cat feels Tori lace their fingers together and suddenly they're flying. Tori's physically dragging Cat across the lot, but Cat just closes her eyes and smiles. She's flying! Flying with Tori!

"Ooh, four minutes and forty-three seconds!" Cat hears Trina say. "I was just about to leave you two. Cutting it close, baby sis."

"She only waits five minutes before she leaves me," Tori explains through an eye roll in answer to Cat's confused expression.

"That's not very nice," Cat declares.

"It's Trina," Tori deadpans as if her sister isn't standing right in front of her.

"Do you want a ride or not? You're lucky I even waste my gas on you!"

"We live in the same house," Tori exhales in exasperation as they all get into the car and buckle up.

"Don't kill us," Cat whispers as her seat belt clicks. Being in Trina's car again reminds her of the last time she was in there and Trina almost killed them. But then again, Cat got ice cream so in the end it hadn't been too bad. Maybe Trina would be better with Tori in the car. Maybe not, though.

And maybe Cat thought they were going to die at least seventeen times before they reached the Vega house. Maybe that was worth it, though, because Tori made them homemade sushi for dinner and then let Cat lay her head in her lap as they watched a movie. The movie didn't have a princess or anything in it, so Cat's attention remained on the knee-holes in Tori's jeans.

"Cat," Jade greets as she unceremoniously drops into the seat to Cat's left. Cat looks up from playing with her gummy bears. She was trying not to giggle out loud, but Mr. Red Bear just asked Miss Blue Bear out on a date and it was all so exciting. "What, I don't even get a 'hi' anymore?" Oh, whoops.

"Sorry, I was paying with my gummy bears. Hi Jade!"

"Hi. Gimme a gummy bear."

"No!"

"Give me one you haven't named yet," Jade sighs. Cat smiles hesitantly at her. If anyone knows Cat better than Cat knows herself, it's Jade. Cat likes to think of everyone in their little group as her best friend; yet Jade is her absolute best.

"Here," Cat says happily, handing over a yellow gummy bear. She's half-listening to Tori, Andre, and Beck's conversation about the movie on her right.

"T-minus ten minutes until midnight," Andre suddenly announces. The theatre is really packed so Cat's super glad she's sitting between two people who make her feel very safe.

"One time," Cat starts loud enough for their group to look at her. Tori arches an eyebrow as she patiently waits for Cat to continue. Jade's sharp, blue-green eyes subtly lift enough to watch Cat as she speaks. "My math teacher made me subtract the letter 't' from the number ten. It was really hard but like, somehow it equaled seven."

Tori gently pats Cat's hand and Jade stifles a small smile. Andre and Beck just share a look before resuming their conversation. Cat frowns momentarily. She really thought that story had been relevant!

"'T' was three, Cat," Jade says absently.

"Hm?" Cat murmurs, looking up from Tori's hand that was still resting on hers.

Her eyes widen, though, as Jade narrows hers. "What's up with you lately? You're more absent-minded than usual."

Cat just giggles to cover up her nervousness. "No, Cat, I'm serious. You've been even more wrapped up in your own little world lately than normal. Well, normal for you."

"Don't be mean, Jade," Cat silently chastises.

Jade's head cocks to the side and she looks almost insulted. Cat worries her bottom lip between her teeth, but right as Jade's about to open her mouth a voice interrupts. "There you guys are!" Trina cries out, making her way down the row until she's sitting right next to Jade. "I couldn't find you!"

"No!" Jade screams, and Trina slinks back. "You're too close to me."

"There are no other seats," Trina says slowly, "This theatre is packed. Okay this isn't ideal for me either but-"

"I'll switch you," Tori interrupts, making Cat jump.

"No!" Both Cat and Andre say at the same time. Jade shoots Cat a bewildered look.

"Fine," Trina sighs. With some maneuvering and grumbling on everyone's part, Tori takes the seat at the end and Trina sits in between Cat and Andre.

"I'd hardly call this trading up," Jade grumbles.

"Oh and what would you call it?" Tori shoots back.

Jade folds her arms over her chest and lazily raises an eyebrow at Tori. "I'd say it, but words that foul tend to make Cat cry. That's not something I want to deal with at my favorite time of day."

"But it's midnight," Andre comments, leaning over Trina.

Cat's still worrying her bottom lip between her teeth. She cannot stand fights, and especially fights between Jade and Tori.

"And since when do you care about not hurting anyone's feelings, Jade? Much less Cat's," Tori scoffs.

Jade's eyebrows shoot up and she looks like she's on the verge of slapping Tori. Cat cocks her head to the side and studies Jade's expression. As if it were never there in the first place, Jade's eyes suddenly glaze over and she shrugs. Tori just shakes her head and sends a soft smile over to Cat. Cat smiles back, but her thoughts are on Jade. She seems more off lately than Cat did, and that was saying something.

"Hush!" Trina shrieks, "It's starting!"

The lights in the theatre started to dim, but Cat definitely did not miss the deep glares that Tori and Jade were exchanging.

"I can't believe she fell asleep," Jade mumbles as their group exits the theatre.

Andre laughs as he carries Cat in his arms. "I can. It's Cat, yo. It's almost like having a kid."

"Yeah, a very, very special kid," Beck says absently as he fishes out the rest of the popcorn from the destroyed bag.

"It's a shame she missed the ending," Tori says.

"Tragedy," Jade bites out, "Okay. I'm leaving." With that, she turns and pulls her leather jacket closer as she makes her way to her car.

"Wait," Andre calls after her. "Will you take Cat home? It's on your way, anyway."

Jade pulls an aggravated look and says nothing. Instead, she unlocks her car doors so Andre can put the still-sleeping-Cat into the passenger seat and buckle her up. "Later Jade."

"Yeah, yeah."

Cat wakes up before she opens her eyes. She lets out her usual morning stretch and yawn before it dawns on her that something is wrong. Didn't she fall asleep at the movies last night? And this bed feels…off.

"Morning."

"Ah!" Cat screams. She tumbles off the side of the bed and onto a hardwood floor. Okay, so, this definitely isn't her room because Cat knows for a fact that she has pink, soft carpet that doesn't make her butt hurt when she falls off the bed. "I hate it when you do that," Cat grumbles, sitting up.

Jade's arched eyebrow and smirk segues into a shrug. "At least I didn't make you sleep in the garage like I wanted to." Cat shakes her head and gets back up onto the bed where Jade is sitting cross-legged, fiddling with a pair of scissors.

"Did you bring me home last night?"

Jade nods and looks back down at her scissors. "Yep. You were so much fun that you passed out before the credits even rolled!" she says with an eye roll.

"Thank you for taking care of me!" Cat says happily, suddenly launching herself onto Jade and wrapping her arms around her neck in a hug.

"Ugh," Jade groans, "Stop touching me. Get off. I swear to God I'm going to kick you out if you don't let go."

Cat just giggles and releases her hold on Jade before poking her in the nose. Jade lets out a sigh through gritted teeth and Cat reclines in Jade's bed. She could have sworn Jade had a guestroom. "So, what are we going to do today?" Cat asks.

Jade shrugs again and tosses her scissors onto her nightstand. "We're going to talk."

"But I thought you hated doing that with me."

"Yeah, I do," Jade states, "And as much as it makes me feel like I'm going to hurl, I want to know what's going on with you."

Cat hesitates. It's enough for Jade to catch on to and so she grins. "Truth, Cat."

"I don't wanna tell you the truth," Cat whispers sadly. She picks up the only stuffed animal Jade owns - a gift from Cat herself - and squeezes it tightly. "Please don't make me tell you the truth, Jade."

"Cat I'm your best friend," Jade bites out, "Since when don't we tell each other everything?"

"You never tell me anything!"

"I tell you the important stuff."

"Well…maybe this isn't important."

"Bullshit," Jade retorts.

"Don't use bad words!"

"Then stop playing stupid and just tell me the truth!"

"I think I like Tori!"

Jade stills completely. Cat immediately regrets blurting that out, but Jade was pressuring her! After a moment, Jade laughs. Cat nervously laughs along but then stops. "You can't seriously mean…like, like, right?"

"But I do!" Cat argues. Her eyes widen and she covers her mouth with both hands. "I didn't mean to say that," she says, muffled.

Jade's staring, shocked, at Cat. "Tori! You like Tori?" she screams. Cat shrinks into the pillows and nods slowly. "You decide to like girls and you choose Tori fricken Vega?"

Cat purses her lips in thought. What? "Wait, you're upset that I chose Tori?"

"Well, no! Ugh. Yeah!" Jade shouts. She jumps up to her feet and that's when Cat notices that she had gotten changed out of her pajamas. If she'd ever been in any. Had Jade even slept? "I know ev-ery-one else in this world thinks the sun shines out of Tori's ass, but I never thought you'd choose her over-"

"You?" Cat interrupts. She's really, really not as dumb as everyone makes her out to be. Sure, she has her moments and her medicines that she's supposed to take, but she's not a complete idiot. Plus, she's so comfortable around Jade that she can think more clearly around her. "Are you mad because I fell for a girl and it wasn't you, Jade?" Cat whispers.

"Do you love her?" Jade snaps.

Cat cocks her head to the side and studies Jade intently. This conversation is giving her butterflies in her stomach. No, that's what Tori gave her. This was more like hummingbirds! "Remember when I showed up at your house with a bunch of red velvet cupcakes? And you said you wouldn't throw them away because they matched my hair?" Cat suddenly asks in excitement.

Jade pinches the bridge of her nose and her eyes flicker to Cat's wild bed head. "Yes. I'm really hoping you have a point here."

"I do! Okay so, when I brought Tori red velvet cupcakes, she didn't say anything about my hair color!" Jade raises and eyebrow and Cat just smiles. "But you did. See?"

"See what?" Jade snaps.

"Well I can't be in love with Tori because she doesn't even know that I dyed my hair red because I love red velvet cupcakes! But you know that."

"Look, I'm not saying I want you to be in love with me," Jade bites out quickly, "I'm just saying that if you were going to choose someone-"

"I didn't think I could choose!" Cat says, throwing her hands up in frustration. "You'd be my first choice in any situation, Jade. You're my best friend and I never meant to hurt you. You've just always been with Beck so I never really let myself like like you. But you're way more special to me than Tori is, I was just crushing on her a lot is all."

"Yeah, well, don't let me stand in your way," Jade mumbles, turning to walk away. Cat giggles. It always made her so happy to see Jade have a heart when it came to her. "What if you weren't standing in the way, though?" When Jade turns to fix Cat with a look, Cat grins even wider. "What if you were like, the new way? A way that was all blocked and stuff and I didn't think I could go down it, but now I see that I can."

Jade exhales through her nose, but Cat can see some of the tension leaving her body. "Do you ever make sense?"

"You tell me," Cat says, shrugging dramatically before smiling again. "Can we make red velvet cupcakes now?"

"Will you stop liking Tori?"

"She's my friend, silly," Cat says, jumping off the bed and running over to link arms with Jade. "But I can totally stop like liking her if you let me frost the cupcakes."

"It's that easy?" Jade asks skeptically as she tries to tug her arm back from Cat.

"Nothing is that easy, Jade," Cat says, rolling her eyes as if that should have been obvious. Her grip on Jade's arm is tight as she heads down into Jade's kitchen in the clothes she had been wearing last night. Cat's mind was whirling. She'd seen Jade jealous about Beck - everyone had seen that - but never about her. Who knew? It made sense, though. Jade did keep to herself. Plus, Jade didn't run away when she told her about her crush, and she was almost certain Tori would have. Jade still wasn't pulling away, either. "Except when I'm with you," Cat added randomly, "That part is easy."