A/N: ... Don't look at me like that, this show NEEDS more fanfiction!

(As does Randy Cunningham, but that's beside the point!)

Spencer turned in bed, grimacing at the sunlight streaming through the window. He always told himself to close the blinds at night before going to bed; how was it that he always managed to forget to do it?

The logical solution would to be to get up and close the blinds, but you see, Spencer had a problem with that solution: the part where he had to get out of his nice, warm bed. So, instead of that, he simply pulled the comforter over his head and attempted to go back to sleep. His efforts proved to be in vain, however, when a blood-curdling shriek caused him to jump back and fall off the bed in surprise, taking the blanket with him.

Spencer groaned, then looked up at his bedside table and groaned even louder.

"Ugh. Note to self: change ringtone." He muttered as he picked up the phone, setting it to vibrate as he pressed answer. "Talk to me."

"Morning, Spence. I'm guessing that I woke you up?"

The director grinned despite himself. "Morning, Shanilla. You guess correctly."

"Hmm." Spencer heard papers shuffling on the other end, followed by the distinct clicking sound of Shanilla's signature killer heels. "Well, I just called to tell you that my co-producer is having a bit of a meltdown. You know, since we were supposed to start filming an hour ago but our director is late?"

Eyes wide, Spencer glanced over at the clock on his nightstand. "Shit!" Without missing a beat, he threw off the blanket and grabbed a random pair of pants, pulling them over his ghost print boxers.

"Spencer, did you forget to set your alarm clock AGAIN?"

"No! Well, okay, I did, but give me a break, I had a late night!" Spencer said defensively as he rolled on deodorant and rooted around for a shirt. Picking one up, he took a deep whiff and recoiled. "You don't suppose my mom would come over to do my laundry for me, d'you?"

He could practically hear Shanilla roll her eyes. "You're twenty-two years old, Spence. You need to learn to do your own laundry."

"Ugh. How... plebeian."

"You aren't rich enough to say that."

Spencer grunted distractedly, picking up another t-shirt that had a red ghost on it. "Oh, hey, I didn't know I still had this one!" He sniffed it experimentally. "Smells clean enough." He clicked a button on the phone and placed it on his dresser. "You're on speaker, Shay!"

"I can tell. Do you have to narrate every aspect of your life?"

"Yes, actually. I will literally die if I don't talk to myself like a crazy person." He deadpanned as he pulled a red-flannel shirt over the t-shirt and started rooting around in his sock drawer.

"Why were you up so late, anyway? Was it a booooooy?"

Spencer snorted as he picked the phone back up and pressed the speaker button again, turning the speaker off. "Ha! I wish. The only boy I've gotten to know lately is The Boy in the Woods." He lamented, referring to the movie that he was supposed to be filming that very moment. "I don't know if you noticed, Shay, but there is a severe lack of dudes in this city who wanna fuck a director without even an indie film to his name, and the ones who do," His voice dropped an octave, "Are very strange."

"I should never have let you watch that show."

Spencer chuckled lowly, grabbing his keys off the counter. "Well, in any case, the only thing keeping me up at night is the script and a couple bottles of beer. No boys hanging around-"

Spencer stopped dead in his tracks. He had unconsciously looked over his shoulder, and there, standing in the middle of the living room, was a guy. An actual, living, flesh and blood human male.

One he could not remember ever meeting.

One that was staring at him with a wide-eyed stare and a toothbrush hanging out of his mouth.

"Shay, I'm gonna have to call you back."

"WHAT?! Spencer Nicholas Wright, don't you dare hang up on-!"

Spencer held the phone away from his face as he pressed the 'end' button. "Uh... hey?"

"Who da fmph are thu?" The strange man appeared to ask, though the fact that he was in the middle of brushing his teeth made it rather difficult to interpret what he had asked.

"What?"

The man made a face, then turned on his heel and headed into the nearest bathroom. Spencer could hear him spit, then heard the faucet run and gargling.

"I said," The man stated in an irritated voice, "Who the fuck are you? And for that matter, how did you get in my house?"

"I'm Spencer Wright, and-" Spencer paused, raising an eyebrow. "Wait, your house?! This is my house! I moved in here last week!"

The man glared at him. "Too fucking bad, I've been living here for ten years, and I have no intention of ever leaving." He pointed defiantly at the door. "So hit the road, Jack."

Spencer gave the man a doubtful look. "Really? Ten years? I hate to break it to you, pal, but the last guy who lived here died three years ago, and this place was built for-!" Spencer halted when his eyes drifted to the portrait of the late Billy Joe Cobra, the rockstar who had inhabited this mansion up until his untimely (and strange) death three years ago. Then he looked back at the man who stood before him.

The same eyes, the same face shape, the same nose; it couldn't be just a coincidence.

"Oh my god..." He whispered, looking as if he'd seen a ghost. Curious, the older man turned to see where he was looking; when he realized what it was, his face fell.

"Uh-oh..." Billy whipped his head back around, smiling nervously. "Heh, uh, so..."

Spencer screamed, nearly tripping as he attempted to escape. Unfortunately for him, Billy was much faster than him (a side effect of running from crazed fangirls) and sprang into action, leaping onto the couch and tackling the smaller man before he could run away.

"GET OFF OF ME!" Spencer demanded in a shrill voice, trying to wriggle out from underneath the evidently not dead rockstar.

"Would you- Stop moving, let me explain- UGH!" Without warning, Billy picked Spencer up, pulling him into his lap and patting his cheek lightly. "Shh..."

"... What in the FUCK are you doing?"

"It's a calming technique I learned on tour." Billy replied, his tone implying that he thought it was obvious.

"Why the hell would going 'shh' and touching my face repeatedly make me calmer?"

"Well, you aren't screaming anymore, are you?"

Spencer opened his mouth to deliver a sarcastic retort, but realized that he was right. "... Touché."

Billy grinned as he let Spencer off his lap. The younger man stood and turned, crossing his arms as he stared intently at Billy. "Alright, start talking."

The former rockstar gave him a quizzical look. "About what?"

"Oh, I don't, how about the fact that YOU'RE SUPPOSED TO BE DEAD?!"

Billy held his hands out defensively. "Whoa! Chill, broseph, I was just asking!"

Spencer gave him an impatient glare. The other man rubbed his neck, looking at the other with a discomfited grin on his face.

"Er... so... I kind of... faked-my-death-to-get-away-from-my-insane-manager! "

Spencer blinked in bewilderment. "Wait, what? What do you mean get away from-?"

Spencer's pants abruptly started to buzz, startling both of them. Flustered, Spencer took his phone out of his pocket.

Dude I think u better high-tail it over here asap. Shay looks like she's about to murder someone, and I'm pretty sure it's gonna be me. -Rajeev

The director groaned, slapping a hand to his forehead. "Shit, I forgot! I have to get to work!"

"Yeah," Billy said, standing up and using his hand to slick some of the dark hair that was hanging in front of his eyes back, "I tend to have that effect on people."

Spencer stared at him incredulously. "Are you ser- Ugh, whatever, I don't have time for this!" Spencer put his phone back in his pocket as he ran for the front door. "Just... don't go anywhere until I get back, okay?"

"No problemo, brometheus!" Billy said as he turned on his heel and strolled leisurely towards his bedroom.

Spencer really hated running.

Well, okay, he hated running in Beverly Heights. Running on its own wasn't so terrible; it was when you added in the midday heat and the perilous lunch hour traffic that made him hate running. Even the traffic might have been bearable if it weren't for the fact that most people in Beverly Heights drove as if they were being pursued by the police. It was times like these that he wished he had a car.

Or even enough money to buy a car with.

But alas, Spencer had neither of those things, and thus by the time he finally reached the studio he was out of breath, had a thin layer of sweat covering most of his body, had had "WATCH WHERE YOU'RE GOIN', MORON!" or some variation thereof yelled at him at least three times, and was rather frustrated in general.

And the worst part? Shanilla was more than likely furious with him, which basically meant that he was doomed. Shanilla was probably one of the nicest people he knew, if not the nicest, but if there was one thing that she despised above all else it was being ignored or brushed off. Spencer had a feeling that he would be getting a pretty good rant over this.

The director sighed, beginning to shuffle towards the part of the lot where his movie was being made, before halting and glancing towards the make-up tent.

You know what? I think Shay can wait a few more minutes to yell at me, he thought as he strolled towards the tent.

"... Alright, done! You're ready to scare the shit out of people!"

Spencer looked at the actor who had been transformed, whistling appreciatively. The actor playing the titular character in the movie looked like he had half of the skin on his face ripped off; his entire right cheek was painted to look like his teeth, gums, and facial muscles were exposed.

"Oh, and Tyler? If you mess up your makeup again..." The petite blonde makeup artist grabbed the actor by the front of his shirt, glowering at him menacingly. "I will personally make sure that the right side of your face looks like that without the makeup! Got it?"

The actor swallowed nervously and nodded. The glare morphed into a kind smile as the makeup artist released him. "Good. Now go get 'em, ya little weirdo!"

Spencer would later claim that he had never seen anyone run faster in his life.

"Dammit, Lolo! How is he supposed to scare people if he's about ready to piss his pants himself?" Spencer scolded.

"Not my problem." Lolo replied nonchalantly as she put away her tools.

"Wha- You're working on this movie too! How isn't it your problem?"

Lolo gave him a pitying smile as she placed a hand on Spencer's shoulder. "Oh, Spencer, you adorable little idiot. You see, I don't actually care if the movie is a flop or not. I get paid either way, and my reputation won't suffer for it. Nobody cares about the makeup artist. You, however, are in deep shit if this one doesn't at least get a nomination for something."

"Gee, thanks for reminding me."

"Hey, I'm just trying to motivate you here!" She stated as she threw up her hands in surrender.

"Well, you suck at it."

Lolo stuck her tongue out at him, and Spencer grinned despite himself.

It was an odd thing, their friendship. If someone had told his eighteen-year-old self that in less than four years he'd count Lolo Calorie among his closest friends, he'd have laughed at that person, and yet here they were, laughing like children together. It seemed so long ago that they both were determined to make each other's life a living hell. Even after their high school days had ended and they'd gone their separate ways, Spencer had despised the girl.

And yet, on that stormy night when Lolo had showed up at his apartment in tears, he had let her in, no questions asked.

"I think there's some soda in the fridge... and um, maybe some beer or something. I know it's probably not as fancy as you're used to, but..." Spencer trailed off awkwardly. He wondered what you were supposed to do when your former arch-nemesis showed up in the middle of the night sobbing. Was there some sort of protocol for that? Were you supposed to offer them a hot beverage? Fuck, did he even have any hot beverages? It was a little bit late for coffee. Maybe he still had some of that herbal shit Shay made him drink that one time he was freaking out over final exams? No, he threw all of that-

"S-Spencer?" He heard Lolo whisper behind him. He nearly jumped in surprise, partly because it had halted his train of thought, but also because she had seemed uncharacteristically quiescent when she said it.

"Ah! Uh, I mean, yeah-?" Spencer started as he turned around to face the petite girl, only to be startled into silence when she threw her arms around him and began to sob softly into his shirt. He stared at her, flustered, before awkwardly wrapping his arms around her torso and patting her back softly.

"Uh... there, there?"

Lolo didn't reply, but he could feel her fingers gripping the back of his shirt.

Spencer was, to put it simply, really fucking flabbergasted. Lolo abhorred his guts... didn't she?

Unless...

Oh.

Oh no.

The director gently pushed the girl away. "L-Lolo, look, I'm... really, I'm flattered, but... I'm not into girls, remember?"

"Well I am."

Spencer blinked. Then his jaw dropped open. "W... What?"

The dam burst. Lolo told him everything; she told him about how she had known the truth since she was five, about how she'd thrown herself into relationships with guys she didn't even like just to try and deny from who she was, about how she had begun a secret relationship with another girl less than a day after starting college, about how her mother had screamed when she caught them together, about how her father had had such a look of unbridled disgust on his face as he told her to pack her things and never come back.

"... A-and after all that, my girlfriend dumped me." Lolo whimpered as she wiped a tear from her eye. "I-I mean, Molly and I had been growing a-apart for months, but... I can't believe she would just T-THROW ME AWAY!" She yelled the last part, then began weeping uncontrollably again. This time, Spencer didn't hesitate to wrap his arms around her.

"Hey... It's gonna be okay."

Lolo sniffed. "R-Really?"

"Yeah. Trust me, it'll get better."

"... B-But what if it's hard?"

"Hey now, I never said it was going to be easy. I just said that it'd be worth it."

Lolo smiled at him through her tears and rested her head on his shoulder.

To this day, he still can't quite believe that his arch-enemy became one of his best friends over the length of a sleepless night filled with revoltingly gory horror movies and one romantic comedy that was equally sickening in how saccharine it was.

"Oh, by the way, Shay was looking for you earlier. She seemed kinda pissed. You should probably get over there before she gets any angrier."

Spencer groaned as he was reminded of why he came in here. "Can't I just hide in here for the rest of the day?"

"That depends. Do you wanna look like Angelina Jolie?"

"Not really."

"Then get your butt over to the set."

Spencer couldn't concentrate.

He knew that he really should be paying attention to the movie, he did, but for some reason, he kept thinking about what had happened that morning.

About how a certain dead rockstar wasn't actually dead at all, and in fact seemed to be pretty fucking alive.

"SPENCER! NICHOLAS! WRIGHT!" Someone bellowed in his ear, causing him to scream and topple over in his chair.

Rajeev whistled appreciatively. "Geez, you really are out of it today, aren't you?"

"OBJECTION! Anybody would've been startled by someone yelling in their ear!" Spencer protested as he got back up.

His phone buzzed, signaling that he had received a new text.

I'm still mad at you, but are you feeling alright? - Shanilla

Spencer looked up and nearly toppled over again when he saw Shanilla, who seemed to materialize out of thin air. "Jesus H. Christ! Are you trying to give me a heart attack?!"

"Do want me to answer that truthfully, or-?"

"You know what, never mind."

Shanilla still looked a little miffed, but her eyes were full of concern. "Spence, is something wrong? You've been acting like a space cadet all day."

"I have not been acting like a space cadet!"

Shanilla gave him a withering glance, one eyebrow raised. "You wanted to use a take where our lead accidentally walked into the door frame. Either you've got something on your mind or you've been possessed by the spirit of Ed Wood."

Spencer shrunk back in his chair. "Er... well..."

"Dude, you know that you can tell us anything, right?" Rajeev asked, his voice full of concern for his best friend.

Spencer swallowed nervously, then suddenly grinned as an idea came to him. "I could tell you... or," he said as he stood and grabbed Shanilla and Rajeev by their arms. "I could show you why I've admittedly been kind of out of it!"

"What the- Spencer! What about the movie?!"

Despite both Rajeev and Shanilla attempting to get him to let go, Spencer somehow managed to drag them both over three miles back to his house, although not without getting smacked a few times.

"Spencer, please! Just tell us what's going on-!"

"Dude, let go of my-!"

"Would you both just be-!"

All three protests died the moment they entered the living room. There, right in the middle of the floor, was a giant pillow-and-blanket fort.

One that definitely had not been there that morning.

Spencer released their hands, sighing as he walked toward the tent and stuck his head in. Billy didn't seem to notice his presence, though that could've been because of the headphones that were plugged into the laptop. Rolling his eyes, Spencer reached over and turned the laptop off.

"Hey, I was using that!" The former rockstar protested as he took off his headphones.

"What are you doing?"

Billy glared at him. "Well, I was watching Doctor Who, but then this one jerk-off decided to turn it off just when the Doctor was about to-"

"I don't care what Doctor whatshisface was about to do- Hey, wait a second, is that my laptop?" Spencer demanded as he pulled the laptop away from Billy.

"Yep."

"Wha- This thing is password protected! How did you even-?!"

"I found this little book that said 'passwords' on it. Might wanna hide that better; it has your social security number in it, wouldn't want that to fall into the wrong hands."

Spencer gave him a look that was caught between fury and astonishment. "Wha- You took my password boo- YOU ASS!"

Billy blew a raspberry at him in response. "Hey, you're the one who did a shit job of hiding it, dicksmack."

"Spencer? Mind telling us who you're talking to?"

Billy went from lively to deathly pale in seconds flat. "Y... You brought someone here?!"

"Yeah, wh- HEY!" Without warning, the older man lunged at Spencer, who just barely avoided having a pair of callused hands around his throat, kicking at him in response.

"You little shit!" Billy bellowed as he grabbed Spencer shoulder, winding his arm to punch the other and instead punching the air as the other flipped them over and off the couch.

"Cut it out, fuckface-!"

"Hold still you cu-!"

"Spencer?!"

The pair looked up, seeing the shocked look on Shanilla and Rajeev's faces, then looked back down at each other, glaring menacingly.

"I hate you so much."

"Feeling's mutual, pal."

A/N: LOATHING, THERE'S A STRANGE EX-HI-LA-RA-TION, IN SUCH TO-TAL DE-TES-TA-TION, IT'S SO PURE SO STROOOOONG~!

... What? I like theatre music, okay?

Ahem. So, since you've made it all the way down here, I'm going to assume you plan to continue reading. So...

Caution! This fic will contain copious amounts of swearing, dumb jokes, theatre music, and eventually smut. Slashy smut. Man-on-man smut. The rating will go up when the smut comes.

Don't say I didn't warn ya.

Remember to review!