(A month later at Libby's house)

Valerie set down the cellphone, her hands still trembling. She had just hung up with Lance, and pangs of guilt washed over her. she could tell he was holding back something from her, but it wasn't her place to question him since she was doing just the same. He had called her back 4 days after their fight and they had made up, but that had been only the least of her problems when it came to him. This was the third conversation they'd had in the past 2 1/2 weeks, and to be honest, Valerie was glad because she couldn't stand to know that he completely trusted her and hearing it in his voice only made it worse. She wiped away a stray tear quickly when she saw Justin appear in the living room door way.

He rushed over to her, concern clear in his voice as he spoke, "What's wrong, Val? Are you two fighting again?"

She shook her head, sniffling as she wiped away a few more tears. "No, everything's perfect. If you could even say that..." she trailed off.

"What do you mean?"

"What I mean is that I can't take this anymore, Justin! In every conversation we've had for the past 3 weeks I feel like I've lied to him. I feel so guilty, he tells me how much he trusts me now and how he'll never distrust me again like that. Look what I'm doing to him, and to me? I betrayed him, I even betrayed myself. And now I can't even bring myself to tell him, or ask for his forgiveness. Instead I just sit there and play innocent leading him on, and never telling him the truth. I can't do this anymore, Justin, but I just can't tell him. I can't loose him like that, not now when I need him the most."

"Val, it was mistake, he'll understand if you just tell him that. You gotta be honest with him, you can't hide it from him like this. Or it'll just make things even worse, and when he does find out he won't be willing to listen to you at all."

By that time Justin had sat down next to her where she sat on the couch, and was holding her hands in his, trying his best to comfort her anyway he could. Valerie grasped on tighter to his strong hands, looking up at him pleadingly with her tear filled hazel orbs.

"He can't find out, Justin. He just can't. And I'm not gonna tell him, 'cos I can't loose him over a stupid mistake like that."

He pulled his hands form hers, and stood up. As he looked down at her all she could see in his eyes were anger and not the least bit of sympathy. "Then I will," he choked out in a raspy, yet stern, voice.

He started to walk off, but Val grabbed his wrist as she jumped off the couch.

"Justin, please! Don't do this to me, I can't let him find out, especially from you. And you of all people should know."

Justin turned back around to face her, his face pale and eyes watered much like her own. He looked as if he were at the breaking point, and that scared Valerie. She was used to him being so strong, she had never seen him like this. He seemed to be fighting the same inner battles she had been.

"What the hell do you want from me, Val? I have tried so hard to just be your friend, and be here for you, but I can't anymore. It's just so damn hard! Can't you see what you're doing to me?" Valerie couldn't comprehend what he was saying, her mind was filled with so much, confusion that comprehension was just too much for it to be asked of. "Justin, what are you saying? I, I don't get it. I honestly don't."

He wiped away a tear of his own, as it glided down his soft cheek, and cleared his throat before he spoke. "What I'm saying is that I don't want to be just your friend anymore. I want more than that, Val. I've fallen for you, and hard, and I can't seem to get back up. I've tried to put everything aside, and not let on, 'cos you're with him, but I just can't do that anymore. And then I, I thought that when you kissed me that there was a chance, a glimmer of hope, that you felt just a little bit of the same that I did."

Valerie sunk to her knees onto the soft carpet below her as it all began to process in her mind. "Oh, oh my God. I didn't know. I thought that you were just being sympathetic, I had no idea. I'm sorry."

Justin dropped down to his knees in front of her, wiping away the tears she had been oblivious to streaming down her face. "Don't be sorry. I just never told you, because I really had no right to. It's not my place to come in between you and your boyfriend. You love him, not me."

She placed her hands on both sides of his face, leaning forward. As the distance between them lessened, both of their hearts began to pound. Finally, their lips met and Valerie felt her whole body go numb. Justin wrapped his arms around her waist, pulling her closer to him. He couldn't seem to get enough of her at that moment as her hands fisted into the front of his T-shirt and the kiss grew more passionate than anything he'd ever experienced.

That's just how JC and Jacquelyn found them just seconds later. The two had come in through the front door, but stopped suddenly when they saw what was going on between Justin and Valerie, disappointment shown clear in their eyes.

"I've been so, caught up in the thought of me and you. Even though I love someone else I know my heart belongs to you. Tell me how did we ever let the situation get this far? Maybe we should just try to hide things we feel inside, things I know we can't deny," Valerie sang into the microphone in front of her. She was inside the studio, recording one of the last songs on her demo CD with her producer, Eric."Should've never told you that I cared about you. Didn't think it would be, so bad. Should've never kissed you, should've never held your hand. Got to find a way to let these feelings go."

~~~~~*Flashback*~~~~~~

"You have beautiful eyes, Justin."

He chuckled softly. "Is that a line?"

"Well, it worked."

Valerie raised her eyebrow. "It did, huh?"

"Yeah, it did," his voice was husky and barely above a whisper. She had leaned in closer to him, and he could feel her hot breath on his neck. He touched her arm gently, a shock of excitement piercing through his body as he did so.

Their eyes had been locked, and Val had lost herself in his enchanting blue gaze, much like he had been lost in hers. She slid her hand up his other arm until it rested on his quivering shoulder. His eyes flicker back and forth from her hazel eyes to glossed lips. He felt his whole body began to tremble in anticipation.

"Do you want me to kiss you, Justin?" she asked, but not as if it was a question. He nodded slowly, his eyes never leaving hers. She leaned in, closing the small distance between them, until their lips met, and they engaged in a passion-filled kiss. The hand that had rested on Justin's shoulder snaked around the back of his neck as his free hand ran through her strawberry hair, and his other arm wrapped around her waist, pressing her tighter against him. he held onto her like he never wanted to let go, but when the kiss escalated into a more intense passion, Valerie pulled away suddenly from him.

"Oh, my God, I'm so sorry. That was completely wrong of me," she cried, tears forming in her hazel eyes. Justin reached out to pull her back into his arms, and try to comfort her, but she pulled away from his reach on more and jumped up form the sand beneath her. "I'm sorry."

She sprinted back up the beach, and disappeared from his sight into the dead of the night.

"No, I'm sorry," he whispered sorrowfully.

~~~~*End of Flashback*~~~~

"What did I do the day I let you slip into my soul? It was then when I realized that I would always want you in my life. No one else can know of the things we've been saying on the telephone. It would be so bad if they ever knew that me and you were secretly into each other. Should've never told you that I cared about you. Didn't think it would be so bad. Should've never kissed you. Should've never held your hand. Got to find a way to let these feelings go."

~~~~~*Flashback*~~~~~

Valerie hadn't spoken to Justin in 3 days, she figured he felt awkward around her now and was avoiding seeing her, because he hadn't come over to Libby's when Joey or any of the others had.

She sat starring out the bay window in the guest bedroom. there was a perfect view of the beach just beyond Libby's small backyard, but ti wasn't the view her mind was most concentrating on. it was Justin, he had been plaguing her heart and mind those past few days, and she couldn't get him out. she had never had true feelings, much less this deep, for anyone besides lance, and she had only just met Justin less than a week before. She couldn't be feeling this for Justin, she was in love with Lance.

As if on cue, her cell phone erupted into a shrill ringing, waking her up form her reverie. She reached for it quickly, and answered already knowing who it was.

"Hello?"

"Hey, baby," Lance's deep, southern voice came from the other end.

"Hey, I thought you were mad at me."

"You're the one that should be mad at me, sweetie. I'm so sorry, I was acting stupid again. I was depressed because I missed you so much, and I ended up taking it out on you like an idiot. I should've trusted you completely. Will you forgive me?"

Val choked as she stammered the words. "How could I not?" The way he said he should've completely trusted her made pangs of guilt swell in her heart. She was the one that should be apologizing and asking for forgiveness, not him. But then again, she didn't want to ruin what she had with Lance over something that might not have meant anything really. but it did, her heart screamed at her. She shook her head, trying to over rule what her heart was telling her. It meant nothing, I love Lance, not Justin, she told herself.

"Thanks, baby. I love you."

"I love you, too."

"So what have you been up to?"

"Just hanging out, I don't go into the studio until tomorrow."

"You're gonna make me a copy of the CD once it's finished, right?"

"Of course, I'll make a special copy just for you, baby."

She could tell he was smiling on the other line. "but you're special enough for me," Val's heart stopped. Don't do this to me, Lance! she screamed inside her head. "I can't wait to see you again, though. I miss you so much." "Me, too. Do you think you'll be able to make it down for a visit?"

"You don't know how much I wish I could, but right now it's just not possible for me to get down there. I'm sorry, honey."

"It's OK, I just wanted to see you sometime before school starts again."

"I know, me too, baby. I hate to cut this short, but I really gotta get going. I have to get to work before I'm late. I love you."

"I love you, too."

"Bye."

She waited until he hung up to do the same, because she felt the longer she was connected to him, the longer she was with him. Even though she felt so guilty, she needed him more than anything right then.

A single tear rolled down her cheek as she traced along the cold glass of the window with a delicate finger. "I need you, Lance. Why can't I just be with you?" she cried out in a breathless whisper.

~~~~*End of Flashback*~~~~

"I'm so scared, trembling inside. 'Cause I'm feeling like somebody else already knows. Oh my God, I love you both so much. And to have to choose, between the two is hurting me so deep inside. Should've never told you that I cared about you. Didn't think it would be so bad. Should've never kissed you. Should've never held your hand. Got to find a way to let these feelings go," She took a deep breath before finishing the last words of the song, her heart was aching so badly by then as she sang a song that meant something so deeply to her at that moment, "Should've never told you that I cared about you. Never thought it would be so bad, hum. Should've never kissed you. Should've never held your hand. I don't ever want to feel this way again."

"That was incredible, Val! I don't think I've ever heard you sing with that much passion," Eric praised her.

"Thanks, just kinda got into the song, it's really good if you listen to it fully."

Eric nodded knowingly, he was sure that that wasn't the reason she had sung with all her heart into that one particular song, but he wasn't going to force anything out of her.

Valerie sat down at the small piano in the far corner of the recording booth. Eric had already left, leaving her all by herself in the studio. She had learned some basic producing skills form him during the month she had been recording, and had also learned to play the piano from JC's excellent teaching. She hadn't told Eric she was going to add another track to the demo, because she wanted to keep it a secret. The lyrics were apart of her heart she was not yet ready to share with anyone besides herself and the major record label representatives. Her heart needed to sing the lyrics that had been haunting her mind he past month, even more so now.

She let her fingers run free over the ivory keys as she played the melody to the song she had written straight from her heart. After a few seconds she was completely lost in the music she was playing, and she began to sing the lyrics. "How can I love you tonight
When I know I've done you wrong
How can I look you straight in the eye, baby
When I've told you countless lie after lie
How can I love you tonight
When I know I'm the cause of all your misery
but you can't even see it
Don't know what to do
Your trusting touch
Tearing me up so much
Can't take the pain of keeping this secret
It's driving me insane everytime you look at me
Oh, how can I love you tonight
Baby just what am I supposed to do
I've got to tell you, can't keep this inside forever
I just wanna run away, hide from the truth
'Cause its killing me to know I've lied
I've hurt you so bad
Don't wanna see you sad no more
How can I love you tonight
Boy just tell me
How can I love you tonight
Knowing what I've done
Caused so much pain
It's driving me insane
How can I love you tonight... ooh, tonight baby
'Cause I just wanna love you tonight"

Once she had finished the song she felt a little more at ease, like some of the weight had been lifted from her heart. She knew she had to talk to Justin about earlier, it was just the words she couldn't find to say to him. But she had cleared her mind, and got it all off her chest in the way she new best; through song. Now she knew exactly what she had to say to him.

She got up from the small piano bench, and turned around to come face to face with JC.

"Oh, I'm sorry, Val. I didn't mean to eaves drop, but I heard you singing and couldn't help but stop and listen," he apoligized.

"It's ok. I guess someone needed to hear it besides me."

"It's really good. Did you write the whole thing yourself?"

"Yeah, lyrics and all. I kinda put all my heart into it for the record label reps to hear. So what are you doing here anyway?"

"Lynn, Justin's Mom, invited us all to her house for dinner tonight. I offered to pick you up and take you over later since Libby is at school, and everyone else is still working. We don't have to be at Lynn's for another 5 hours, though. You wanna grab some lunch in the meantime then?"

"Sounds cool, thanks."

"No prob. It'll give us a chance to talk also." She could tell by the way he said "a chance to talk" that he meant about her and Justin. She followed him out of the building to his black jeep. The car ride to the small deli near boardwalk was silent as Valerie was content to just look out the opened window. JC soon parked the jeep in the small parking lot of the deli, and they both got out, heading inside.

He lead her to a small booth in the back; his usual spot. "This is where Jacquelyn and I had our first date," he told her with a silly grin.

"In this very booth?" she asked.

He nodded his head. "That's why I've always sat in this same booth every time I've come here over the years. It's special to me."

Her and Lance never had anything like a special booth or restaurant. Their special place was the lake on her grandma's property, way back on the 10 acre land. They had always rode their horses back there and had often camped out together under the stars near that lake. That's even where they had shared their first kiss, and where they had first told each other "I love you."

Soon the waitress had come to take their orders, and after she had walked off, JC asked Val, "Is there anything in particular you wanna talk about?"

She looked up at him, and answered his question with one of her own, "You know about me and Justin, don't you?"

He sighed, taking a sip of the coke the waitress had brought him earlier. "Jacquelyn and I walked in on you two earlier," he saw the look in her eyes so he rested a sympathetic hand on hers. "Look, I don't want to intrude, but I don't want to see either of you get hurt. You both are young and from experience I know the heart tends to break easily at that age. I also know you have a boyfriend back in Mississippi. all I ask is that you talk to Justin, and try not to lead him on, ok?"

Valerie nodded. "I was going to talk to him later tonight if he came over to Lib's. I feel so bad, JC. I never meant for anything to happen between us, but something has, and I can't help but feel the same things for him he's been feeling towards me."

"I'm sorry, Val. I didn't know you guys felt this much for each other."

She shook her head. "I'm sorry, 'cos I'm gonna be the one to break his heart," tears were forming in her eyes. "And I don't want to be the one to do that to him! I wanna be the one that comforts him when someone else breaks his heart. I don't wanna be the cause of his pain, but I don't want to be the cause of my boyfriend's either. I just don't know what to do anymore!"

He took her hands inside his, squeezing them tightly for comfort. "Val, it's ok. I'm just glad you could open up and talk to me about this. It sounds like you've been keeping this inside for far too long."

"Thanks, JC. I feel like I'm breaking down here."

"It'll be alright. Just talk to Justin, he'll understand. He's a good boy, he doesn't want to hurt you either."

Val smiled weakly. "I know he is."