Sixteenth Episode! What Breaks a Friend?

As the elevator stopped at Spencer's room, the sound of a familiar someones voice reached his ears.

"It still works! Thanks dad, you piece of shi-"

"Billy? Is that you?"

Billy gasped, and turned towards the elevator to face a worried looking Spencer Wright as he made his way towards the ghost.

"Spencer? What are you doing here?" Billy asked nervously, looking flustered.

"Well, after the whole Lolo debacle, you just disappeared, and...Well, we still have stuff to talk about." Spencer sighed as he sat next to Billy on the bed, frowning when he noticed Billy scoot away a few inches.

Billy wasn't exactly ready for this encounter anymore. He had been, but that'd been before he'd seen Spencer and the twins getting all buddy-buddy. He was all flustered now! Not to mention just a tiny bit emotionally compromised, what with seeing Holly and Ash, his talk with Adam and all the crazy stuff happening today, he wasn't sure he could pull this apology off anymore.

Billy worried his thumb and nodded, looking everywhere but at Spencer as he spoke. "Uh, so...the twins…?"

He wasn't sure why Spencer had ditched his new friends just to talk with him. Did they get in a fight after he left?

'That would be nice.' He thought, then scowled at himself for being so petty. What was wrong with Spencer having other friends? He really needed to get over himself, because this was just ridiculous.

Spencer's frown deepened at Billy's strange behavior, but he quickly shrugged it off. "They're partying right now, I can get to them later. This is more important."

Billy finally looked at Spencer when he responded, and gave him a small smile. He shifted till he was facing Spencer completely, took a small breath, then grabbed one of Spencer's hands.

"Spence, I'm so, so sorry about what I said to you. I should have been a more supportive friend, but instead all I cared about was proving how good my advice was."

'And make sure you needed me. Because no one does. Not anymore.' Billy silently pushed aside the painfully accurate intrusive thought and continued, swallowing the lump in his throat.

"I just...I didn't want to seem useless, but I get that a good friend is more useful being there for his bro, not telling him what to do."

Spencer found himself momentarily speechless in the face of Billy's blatant sincerity. The rock star looked genuinely ashamed and upset at himself, it was honestly jarring. Billy was usually always so confident, bordering on narcissism. Now though, he just looked...

"I-I get it if you want some time, and I deserve that." Billy added when Spencer didn't respond, biting his lip nervously.

"I just hope you can trust me again, as a friend I mean. I'm really...I'm really sorry for screwing up your night, dude." Billy squeezed Spencer hand gently, then let go and scooted back a bit to give Spencer room to think.

Spencer was still in shock. Billy looked so withdrawn and it was so weird! The ghost was sitting there, biting his thumb nervously and was back to looking everywhere but at him. If it wasn't so out of character, Spencer would have found it more endearing. Instead, all he wanted to do was make it stop. Billy didn't look good all meek and worried like that.

"Hey, Billy, I appreciate the apology, cause you did act like a huge tool shed back there, but I'm not angry at you. Honestly, this whole mess started up because I wanted to lie about myself, I should have expected things to go downhill."

Spencer smiled as Billy started looking at him again, relaxing his shoulders as he spoke. "I still trust you dude. I wasn't-I didn't mean it when I said I didn't trust you. I guess I just meant I don't..rely on you. At least not when it comes to advice. It's good advice, don't get me wrong! It's just, not the main reason I like hanging out with you."

Billy smiled as Spencer spoke, his posture seeming to relax as he explained. "So... why do you like hanging out with me?" Billy asked jokingly, though Spencer could hear what he would swear was a hint of anxiousness.

Spencer shrugged nonchalantly, falling onto his back on the bed and folding his hands over his stomach. "Must be your magnetic personality." He deadpanned, then chuckled at Billy's unimpressed frown.

"Hehehe, Okay, okay! Seriously though? I just like you dude. You're fun, and you're actually kinda cool-don't let it go to your head- and you actually like me too, so." Spencer shrugged again.

Billy looked down at Spencer as he named off all his winning qualities, and held back a small squeal of joy. Spencer liked him because he was fun and cool! He liked him just for being there! Billy fell hard onto the bed next to Spencer, chuckling as the teen grumbled from being jostled.

"Well, just so you know, I like hanging out with you too." Billy admitted, smiling at he stared up at the ceiling.

"-Cause you're smart for your age, chill when it counts, really honest and you...you want to hang out with me." Billy finished quietly.

Spencer's brain seems to stutter to a stop as he tried to process what he was sure he hadn't just heard. Had Billy just…? Before Spencer could respond to that surprising realization, Billy seemed to register what he said and abruptly began stuttering out excuses.

"Which! Isn't that surprising! Considering I'm me, but, you know. Being clear as glass makes friend finding hard, even for someone as interesting and great as me, so. Here we are! And, uhhhhh-How about that glitter prank, huh? Lolo was pretty blown away!"

Billy flushed slightly at his word vomit and was about to pretend to "accidentally" fall through the floor when Spencer abruptly started giggling.

"Was-was that a pun?! Hehehe! What is it with puns?" Spencer giggled.

Billy watched Spencer for a moment before falling into a fit of giggles himself, mostly as Spencer's expense. The kid had contagious laughter! As Spencer calmed down, he looked back over at Billy and smiled warmly.

"Thanks by the way. For helping me. Getting yelled at by Lolo really sucked, so you were a real lifesaver. Especially when you took punch to the face for me. Raspberry looked like it would have left a nasty stain." Spencer observed, looking down at his mostly white shirt.

Billy cringed and nodded. "I can say with the utmost confidence, once Radical Raspberry get's it's sugary claws into your fabrics, they're as good as gone. Just one party gone wrong for me to learn that the hard way."

Spencer snorted in amusement. "What happened? Did you try putting it in the bubble makers?"

Billy chuckled and shook his head, blushing and scratching his cheek in embarrassment. "You're a little too young to hear this story. All I can say is that many beloved garments lost their lives that day to what I now call The Red Death."

Spencer laughed and slapped a hand over his eyes. Leave it Billy to have weird, unbelievable stories about freaking raspberry punch. A small part of him almost wanted to know the details that lead to Billy losing his dearly beloved clothes. From what he could tell, Billy treasured his costumes like they were his own children.

"The Red Death? Did you lose an especially nice pair of jeans to it's cheap, artificially flavored jaws?" He giggled, poking the hand Billy was using to cover his face in embarrassment.

Billy weakly swatted his prodding finger away and shook his head. "Nooooo. Listen Spenstar, Adam would never forgive me if I told you this, it's not PG! Just trust me, it was awful."

Spencer rolled his eyes and sat up, grabbing Billy's arm and pulling his up as well. "Well, this had been nice and all, but I think we should go back to the party before Shanilla and Rajeev think I'm bailing on them."

Billy stiffened at the mention of the twins, his smile falling ever so slightly. Billy forced his smile back, internally baratting himself for starting problems where there weren't supposed to be any. Things were good now, shut up brain.

"Uh, s-speaking of people that we know, you wouldn't have happened to see-"

"Rusty Steel?" Spencer interrupted with a small scowl. "Oh, yeah. I saw him alright. Him and the rest of the Neighborhood Committee. They sure are...well I'll just say nothing at all, cause I sure can't say anything nice!"

Billy paused in confusion for a moment before realizing he hadn't told Spencer about the details of his last day, or about the Woods. Of course those two wouldn't be a blip on his zombie themed radar. Not that it mattered much now, especially since Spencer seemed to have have a very interesting grudge against The Ruster after only meeting him once!

Billy snickered and nodded in agreement. "Yeah, I get that. I used to deal with those soggy gym shorts all the time, but now that I'm like this, they think they can get away with anything! I honestly don't even care much, but Rusty really grinds my gears…"

Spencer looked at how frustrated Billy was, then stood up in a resolute manner. "Okay! Billy, I have an idea."

Billy floated to eye level with Spencer and cocked his head curiously before nodding. " Sure duder, shoot."

Spencer smiled. "So, my parents are kinda on red alert cause of our earlier stunt, but I think I we cheat fate just one more time tonight. Now I'm not suggesting we do anything crazy, but I was think we should go to Rusty Steel and tell him what you think about that indoor waterfall he has. Then we give him a little scare to send the message home!"

Billy nodded eagerly as Spencer laid out his plan and shoot up into the air. "YEAH! Spenknife that's the best plan EVER! You can be my voice dude, then I can be the final nail in his metabrorical coffin!"

"Try not to scare him too bad, or it might end up being his literal coffin. Guy's old!" Spencer warned halfheartedly.

He couldn't hide the small smile on his face at seeing Billy cheered up and back to his old self. As they both went down with the elevator (Billy, more out of instinct than need) Spencer mentally tallied the pros and cons of the day. So far, he might just end up outnumbering the cons this time, considering he was ending the night with three friends, and a party prank he'd never even had the privilege to dream of. Take that Lolo!

Billy and Spencer both quickly exited the elevator and started looking around the party for Rusty Steel, Billy flying a few feet ahead with Spencer peeking into every room he passed. Then he remembered.

Spencer grabbed Billy's collar causing the ghost to gag as he pulled him closer and hissed into the spirits ear. "Billy! I saw the shitty Committee in the buffet room!"

Billy started to smile, then scowled reproachingly, leaning away from the teen, hand fluttering to his chest like a maiden whose honor had been besmirched. "Spencer! You can't say-"

"I can do what I want! Let's go!" Spencer interrupted, running past the phantom to the buffet room and leaving a very flustered and offended ghost in his wake.

"Hey! After we scare that old geezer, I'm washing your mouth out with windex!" Billy threatened as he flew after the teen, biting the inside of his cheek to keep himself from smiling.

Adam would get angry if he thought he was encouraging Spencer to curse. That didn't mean he couldn't silently enjoy the kids moxxy. Besides, he and Adam had been saying and doing way worse at that age. No harm, no foul!

As the two friends peeked into the buffet room, both their eyes locked onto Rusty Steel sitting alone with a plate of shrimp and deviled eggs. Apparently the committee had finally decided to leave the party, and that meant…

"He's alllll alone~" Billy sang, practically vibrating with excitement.

"Yeah, let's do this Billy!" Spencer agreed, idly grabbing a chocolate chip cookie from the table and making his way over to Rusty confidently. The Cobra had his back after all.

"Hello, Mr. Steel? Can I talk to you for a sec?" Spencer asked, watching Billy float over to Rusty and get right behind him with an evil glint in his eye.

Rusty looked up at Spencer in confusion for a moment, then smiled and patted the chair besides him. "Well, why not? Sit down son, what's on your mind?"

Spencer smiled politely back, ignoring the small nagging voice in his head that was already worried about his plan. Rusty seemed kind of nice. Old, but nice. Was this really a good idea? He looked up to Billy, who was grinning like a kid on Christmas and gave him two encouraging thumbs up.

Spencer smiled and sat down, shutting out his traitorous conscience. Rusty was a jerk. He'd been a jerk when Billy was alive, the moment Billy had disappeared, and was the head of the Neighborhood Committee. He might look like a nice old man, but this guy was a bag of sour grapes, pure and simple.

"Um, okay." Spencer started, collecting his thoughts so he could deliver this right. He didn't want Rusty to have any doubt who he was speaking for.

"I guess, I just wanted to ask you…"

"Oh, hey! It's Warren Pieces! Dude's looking pretty good!" Billy said excitedly, leaning over Rusty Steels shoulder.

Spencer's eyes wandered across the buffet room at Billy's interruption. His eyes landed on a particularly southern looking man serving himself a large portion of his mom's egg salad. Spencer had never seen a grown man wear a cowboy hat with such confidence before, it was pretty weird to see. As Spencer ogled the the cheery looking man, he remembered something.

'-Warren was a pal, he was the head of the ZP, Officer Warren Peace! He was so mad, he took one look at Rusty's waterfall and wrote up Rusty so hard he wasn't allowed to remodel his mansion for five years!'

Spencer smiled mischievously to Billy, then turned to Rusty.

"-...did you think Billy forgot?

"Excuse me?" Steel asked.

Spencer smiled triumphantly as he stood up and waved Warren Peace over. "...Cause I don't think Warren did."

Rusty frowned in confusion, his eyes suddenly widening in realization as Warren looked over at Spencer curiously and began advancing towards the teen with egg salad in hand.

Rusty gaped for a moment and tried to stutter out a response. "How-"

"Well hey there!" Warren interrupted, greeting Spencer happily. "What's the matter kiddo?"

Spencer smiled at Peace politely and gestured for him to sit on the other side of Steel. "I just wanted to say hi to the head zoning officer responsible for making all the cool stuff in Billy's mansion possible!"

Spencer smiled over to Rusty Steel knowingly as he spoke, looking back over to Warren Peace

"That water-slide is awesome! I'm kinda surprised that the head of the neighborhood committee would allow all of it though, especially the indoor waterfalls!"

Billy giggled in excitement as Steel seemed to pale at Spencer's words and readied himself for a scare. Steel was finally getting his comeuppance!

Peace looked over at Rusty, seemingly surprised to see him there and smiled. "Well, how do ya do, Steel? You're right about the committee having a fit kid, this guy right here was especially peeved, let me tell you! How are those God awful waterfalls of yours anyway?"

Spencer and Billy both frowned in unison at Warren's strangely friendly response. If Spencer didn't know any better, he'd think they were pals or something. Billy gave Spencer an awkward shrug in response, floating away from Steel a bit in worry.

Steel gave Spencer a searching look, then turned to Peace and shrugged. "Messy and useless as always. Won't be taking them down till I finally get a proper response though. He's been keeping me waiting for three years Peace, the nerve! You think this long would be far beyond fashionably late."

Warren gave a sad smile in response and nodded. "Sure Steel, I'm sure he'll be back any day now to show you what for. I-I gotta go find the wife, see ya later. Nice party kid, real funny prank too!"

Spencer and Billy both looked at each other in a mix of confusion and worry. This wasn't how any of that was supposed to go, and the friendly manner in which both the men spoke to each other was baffling to say the least.

"Um…" Spencer tried to think of where to go from there, but he was so confused. "So are...you and Warren Peace friends now?"

Rusty looked over Spencer curiously for a moment, then smiled knowingly. "Why? What were you expecting son?"

Billy winced as Spencer paled and made a cutting motion with his neck, flying behind Spencer and pulling his hair in distress. "This plan is bombing dude! Abort! ABORT!"

"W-well, I wasn't-I mean-" Spencer stuttered uselessly as Steel stared him down. This was going downhill fast and he had no idea why! What had Warren Peace and Rusty even been talking about? Something about someone coming back after three- Wait.

"Wait a second. Are you still waiting for Billy?" Spencer asked in disbelief.

Billy's jaw dropped as Rusty smiled sadly and nodded, popping a shrimp into his mouth and leaning back in his chair. "He made a promise to me during the waterfall incident, though I suppose you already know that. I didn't think Billy had ever talked about it to anyone though."

Billy pushed his jaw back into place and looked at Spencer with the most baffled expression as Spencer leaned forward in surprise. "So, are you telling me- Wait, what are you telling me? No, you know what? Why-why did you build those waterfalls after Billy- after he... y'know. That was so uncool!"

Rusty leaned away from Spencer in surprise for a moment, then frowned in thought as he fiddled with a shrimp tail. "I waited at first, after he disappeared. I thought he was just blowing off steam. The poor boy was obviously being worked like a dog, so I thought nothing was wrong."

Billy floated down into the chair on the other side of Rusty, looking just as surprised as Spencer did.

"I probably looked suspicious being the only one in the neighborhood who wasn't worried about Billy, but I thought he was finally taking my advice. I'd always told him he needed to take a break, I always said 'Take a holiday Billy. You're rich! What do you think all that money's for?' but he never listened. I just...wanted him to be happy again."

Spencer slumped his shoulders as Rusty spoke and totally obliterated any plans he had had about pranking him or getting back at him for the waterfall incident. Turns out Rusty really was a nice old man. Spencer glanced accusingly at Billy, but Billy seemed to focused on Rusty to notice.

"I only began to worry when an entire month had passed. Billy was a troublemaker and a workaholic, so the idea that he had managed to not make a scene at some private resort and hadn't returned to get back to work wasn't right. I thought, maybe he was just laying low because of some scandle, or maybe-god forbid, he was in some sort of trouble."

Rusty took a small bite out of a shrimp and sighed. "I decided, if there was one thing that could bring Billy out of hiding, it would have to be something that tapped into that rascals spite. So, I went ahead and built the largest and second largest indoor waterfalls in my mansion and posted the news in every media source out there! I thought, if Billy saw, he'd have to come back and…"

Rusty trailed off for a moment and Spencer pursed his lips when he realized that Steel was getting teary eyed. Spencer pulled out a tissue from his jeans and hened it to Rusty quietly, letting out a shaky breath he hadn't even realized he'd been holding. Rusty nodded his head in thanks and wiped at his eyes.

"Thank you... I'm sorry, you must be bored hearing me prattle on about all this. I just-I haven't really talked about any of this to anyone. The time I shared with Billy was something I liked to keep private. I suppose you just remind me of him somewhat."

Spencer pulled back in interest, resting his hand on his chest on mock offense. "Me? Like Billy? I'd like to think I'm a little more humble than that."

Rusty smiled and shook his head. "No, no, I don't mean his big head. Although seeing as you never meet him, I'm surprised you seem to be so well versed in his character. Speaking of, how did you hear about the waterfall incident?"

Spencer dropped his hand and internally winced, realizing just how familiar with Billy he had been acting so far. He'd forgotten that before he'd moved to Beverly Heights, he'd never even watched a Billy Joe Cobra music video, much less know intimate details about his history and relationships.

"Uh, I ju-I'm just really interested! In..Billy! You know, what with me living in his old house and inheriting all his stuff. I asked around the party and someone told me about the whole waterfall thing, so, yeah!" Spencer ended lamely, pointedly ignoring Billy as he face palmed at his pathetic lie. What did Billy know? He wasn't the one who almost scared an innocent old guy!

"Hm, is that so? Well, I suppose that makes the bare minimum of sense." Rusty relented, smiling in an unnervingly knowing fashion as he slowly stood, his old joints cracking.

"Ahhhh. Well, I have to head off. I'm not much of a party person and this party has been...very interesting, to say the least."

Spencer forced a polite smile in hopes it would cover up how nervous he was. Rusty paused to look at the chair Billy was sitting in curiously. Billy leaned back as Rusty leaned forward and the ghost looked over to Spencer with a cry for help expression. Before Rusty's nose was about to brush Billy's, the man finally leaned back and smiled at Spencer as if he hadn't just been inspecting an empty chair.

"If you'd like to learn more about Billy, I suppose I'd be fine is you stopped by Mr. Wright. I'm sure Billy would be fine if I told you about him. If you two had met before, I could see you two being fast friends"

Spencer smiled and nodded as he stood up. "Thank you , I'll be sure to do that, I really appreciate it. Oh, and it's Spencer, Mr. Wright is my dad."

Rusty nodded, then threw away his now empty plate and left. Spencer watched the old man go, his polite smile slowing fading into a worried frown. The moment Steel was out of sight, Spencer whipped his head around to glare at Billy accusingly.

"Okay dude, what the HECK was that?! I thought Rusty was a jerk wad but his story and yours are not adding up!"

Billy shrunk back. "I don't know! I wasn't lying Spender, I didn't know that dude actually liked me! I don't remember making up with him or hanging out or anything, so I'm super lost too!"

Spencer sat back down as the remaining part goers looked over at him yelling at nothing in confusion. He sighed and rested his chin in his palm.

"So you're telling me you don't remember talking with him at all after the potluck when Peace was pied in the face?"

Billy nodded, growing serious after a moment. "Actually Spencer...I don't remember a lot of stuff from when I was alive. Me and Adam have been going over some stuff and...Well, I'm just missing a lot. I'm sorry dude, I didn't mean to get you in trouble."

Spencer frowned sympathetically and reached over to grab Billy's hand. "Hey, it's okay. You didn't know and it wasn't like you had any way to find out. I mean, he was purposely trying to annoy you into coming back, so from a certain perspective, he does look like a jerk."

Billy tried to smile back, but is was quickly wiped away by a worried frown. "I'm just kinda bummed about it dude. Like, I can't seem to remember anything important, like my disappearance, or my will, or this! I'm tired of only knowing like, the bare minimum about myself! How does my old grouchy neighbor know more about me than me?!"

Spencer nodded along encouragingly and squeezed Billy's hand to calm him down. "You've been through a lot, dude, you have every right to be freaked out. It's been three years since you've even talked to anybody and we don't really know how this whole ghost thing works. All we can do now is find out what's missing and talk to the people who know about it."

Billy relaxed after a moment, then took a deep breath and sighed. "Okay, yeah, you're right. It's just kinda frustrating I guess. This whole party has been super stressful and I'd really been hoping it would be the opposite."

Spencer let go of Billy's hand and leaned back in his chair, resting his hands behind his head. "Yeah, I get that, but, maybe we shouldn't have expected that? I mean, I haven't really gotten to know anything about Beverly Heights or the people since I started living here. With the kidnapping and moving into the mansion, this was the first time I've gotten to meet anyone here."

Billy floated up into a reclining position and nodded slightly as he started off into space. Spencer was right. He'd been so excited to throw a party again after all this time that he'd completely forgotten what parties were really like. There was drama, there was secrets, there were pranks and grudges and despite his best efforts, there were fights. Thinking back, all the other parties Billy had thrown were all a little something like this, though, this party was admittedly more tame.

"And that's not even adding in the fact that this was the first time Cobra Mansion has been opened up since your disappearance!" Spencer added. "Half of the people who came only did so they could reminisce about you dude! And the majority of those guys were bitter jerks!"

"Except Rusty." Billy interjected, unable to hide the lingering traces of disbelief in his voice.

Spencer nodded distractedly as he continued, waving his hand for emphasis. "This party not only came with baggage, but it was thrown by people who had no idea how to deal with Beverly Heights. I'm actually surprised the night ended so well!"

"You think this party's going well?" Billy asked, floating into an upside down position and scoffing.

"Well, why not?" Spencer challenged, smiling as he stood up to leave the buffet room and look for Shanilla and Rajeev. "Lolo told me some interesting stuff about the Neighborhood Committee that I can use for later, and despite our falling out, in a way, she was the reason I met the Bugwatti twins!"

Billy scowled on reflex but quickly covered it up. "W-well I still don't get how they're even twins? They look nothing like each other!" He complained, waving his arms in offense as he floated after Spencer.

Spencer rolled his eyes. "Twins just means they were born at the same time Billy, it doesn't mean they have to look the same."

Billy's eyes widened as he finally caught up to Spencer, mouth slightly agape as he processed the information. "Oooooh."

Spencer didn't bother fighting back the small fond smile the pulled at his lips at Billy's expression. Sometimes Billy was hilarious and Spencer was pretty sure he had no idea.

"What's more, even though we fought tonight, we still made up. I thinks that's awesome, and hopefully, we won't run into the same problems again, or at least not as badly as we did this time." Spencer added more quietly, walking past the now empty Freaky Tiki room.

Billy smiled, unable to hide the warm burst of bittersweet fondness he felt for this kid. "Yeah, well best friends make up dude, fake friends break up."

Spencer smiled in appreciation at Billy, then waved to his mom and dad as Jane carried a now sleeping Jessica to her room. They both smiled back at Spencer, quietly whispering to each other as Hugh picked up another girl after whispering to one of the other party guests.

"And hey! We found out some new stuff about you we hadn't known before, so, that's kind cool. Maybe we can visit Mr. Steel later and learn even more?"

Billy rested his cheek in his palm and thought for a moment as he floated after Spencer, then shrugged in acceptance. "I don't see why not? It'll be pretty cool to find out how we became friends, I guess. Who knows, maybe I took him on some wicked cool adventure!"

Spencer huffed out a laugh at Billy's suggestion, then quickly made his way to his room elevator.

"I guess Shanilla and Rajeev went back to my room. That's where we talked by the way. They explained the whole, spying on me thing and why they did it."

Billy frowned and crossed his arms as he floated into the elevator next to Spencer. "I still don't think that was cool dude. Are you sure you can trust those two?"

Spencer pursed his lips for a moment, then shook his head. "I don't know if I trust them yet Billy. I think they're nice, but I'm still not completely sure. They did risk their necks for me though and I can't ignore that, so I'm gonna give them the benefit of the doubt."

Billy scratched at his arm in irritation and sighed. He was being weird about those two and he knew it, but at least for now he had a good excuse to be on edge. They seemed like nice kids despite his not so great feelings about them, but they had been royal jerks to Spencer, so all bets were off. As long as they remained in the shades of gray area, Billy was gonna be keeping a very close on on them. Thinly veiled prejudice and jealousy be damned!

Billy nodded slightly in a resolute manner and turned to Spencer. "You know what Spenpal? You do that. After all, you have me to make sure they stay in line and don't talk smack behind your back! Just keep it one hundred and I'm sure things'll work out just fine."

Spencer raised his eyebrows at the ghosts encouragement and smiled in appreciation. "I will. Honestly, all this lying has really tired me out so it'll be a big relief to just be myself for once."

Billy smiled as the elevator came to a stop and they both entered Spencer's room. To Spencer's relief, both Shanilla and Rajeev were there, looking around the room oohing and ahhing at some of Billy's trophies and awards.

"Hey guys! Sorry I kept you waiting so long, I was just busy, uh, catching up with someone." Spencer greeted.

Shanilla jumped in surprise at Spencer's voice and Rajeev squealed like a school girl, dropping the half eaten cupcake he'd been holding.

"Jeez Spencer! Give a guy a warning, would ya?" Rajeev wined, scooping up his now squashed looking cupcake.

Spencer winced sympathetically at the mess. "Opps! sorry Rajeev, I didn't mean to sneak up on you guys."

Shanilla shook her head and smiled placatingly. "No, no, it's fine Spencer, we were just so distracted we didn't hear you."

Billy eyed the trophies the twins had been ogling in suspicion, floating through Shanilla and pointedly ignoring her shiver in response as he looked. Billy's eyes widened as he realized the trophies they were admiring were all of a specific kind.

"Spent up! The wonder twins were looking at my movie awards! Ooooh! This one's my favorite!" Billy gushed, wiping a smidge of dust off the head of an Outstanding Actor award.

Spencer walked over to inspect the shelf and smiled to Shanilla. "So you guys must really like movies, huh? Your parents are producers right? Are you guys interested in the business?'

Shanilla visible brightened as did Rajeev, though Shanilla decided to speak first, lightly shoving an eager looking Rajeev aside and making him drop his cupcake again.

"Oh yes! I'm actually really interested in becoming a producer like my parents! They get to meet famous actors and writers, take trips to exotic and foreign places, and they get to make big decisions on major motion pictures! It's the dream!"

Rajeev rolled his eyes as Shanilla spoke, inspecting his now dusty looking cupcake for a moment, then shrugging and popping the whole thing into his mouth. Billy watched in horror and gagged, slapping a hand over his eye in dismay. Rajeev quickly hip bumped his sister aside just as she took a breath to continue.

"Well that's all well and good lil sis, but we all know the being an actor is where it's at!" Rajeev jeered.

Shanilla bristled at being interrupted and glared at her brother. "You only came out thirty seven seconds before me Rajeev! We're twins, you aren't older-"

"Yeah, yeah, whatever helps you sleep at night!" Rajeev said, waving his sister off and he draped an arm over Spencer's shoulder. "As I was saying, being a producer is a total drag! You have to work day and night setting up schedules and paying for everything! Meanwhile, actors get paparazzi, cute girls, and loads of cash! What's more you get to play all kids of amazing roles like pirates and monsters and princes! Now that, is the dream if you ask me!"

Billy scowled at the arm Rajeev had laid on Spencer shoulder, then huffed and crossed his arms sourly, remaining out of Spencer's line of sight in mild fear he'd notice how much the twins irked him. Before Spencer could respond to Rajeev's broad claims, Shanilla suddenly came up behind Rajeev and roughly mussed up his hair.

"Take that!" Shanilla said, snickering gleefully as Rajeev's jaw dropped in horror.

"HEY! This took me hours to get right!"

Spencer laughed as Rajeev scrambled to salvage his hair and moved to sit on his bed nearby. "I don't know you guys, I think being a director's the dream. You get the creative license to make amazing stories and and the platform to spread it across the world!"

"Well, that is true. "Shanilla conceded, sitting next to Spencer after giving Rajeev's hair one more ruffle. "I guess we all just have different interests when it comes to our part in the creative process."

"Well, I still say actors are the most important." Rajeev replied, sitting on a nearby bean bag chair and huffing in frustration as his hair flopped into his face.

Spencer thought about what Shanilla said for a moment, then slowly smiled. "Hey...You know how I said I'd teach you guys some things about special effects? Well, I was just thinking, why not just make a movie?"

Billy's eyes widened as the jaws of both siblings dropped in shock. Shanilla quickly collected herself and laughed in disbelief as she tapped her brothers mouth shut.

"A movie? Spencer, we're just kids, and unlike Lolo, we can't spend ridiculous amounts of money on frivolous things! We don't have a camera crew, much less all the funding needed to-"

"I know, I know! I'm not saying we should make a Beverly Heights blockbuster or something!" Spencer reassured, standing up to pull something out of his desk.

Billy zipped over to Spencer's desk and gasped as Spencer pulled out a brand new hand held camcorder.

"I convinced my mom to get me this last week, remember?" Spencer whispered to an excited looking Billy.

Billy nodded, remembering how last week Spencer had been complaining about wanting a new camcorder. Billy had gotten annoyed with the teens whining after three straight hours of trying to distract him and he'd finally suggest he just buy it. "You have my fortune now Spender! You can buy an entire camera crew if you want!" Spencer had taken Billy's suggestion to heart for once and after a seminar on the appropriate application of puppy dog eyes, Spencer had convinced his mom to let him buy it online.

Billy smiled as Spencer displayed the small triumph to the twins proudly.

"See this? I've been wanting to practice making short films for a while, but being the actor, director and producer for all my films has been a real drag. Why don't we work together? Then, we can all practice our respective interests and maybe even get some views on MeTube!"

Rajeev nodded along with Spencer eagerly. "That sounds awesome! I can finally put all my acting class teachings to good use!"

"And I can finally get to experience what it's like to be a producer!" Shanilla cheered.

"Then it's settled!" Spencer agreed, looking over to Billy meaningfully. "With me directing, Rajeev as my star, and Shanilla as the producer, we're gonna be a MeTube hit!"

Billy frowned as he was noticeably excluded but quickly smiled as the teens cheered.

"And to top it all off, we have my special effects!' Spencer added, looking over to Billy again and raising his eyebrows meaningfully.

Billy squinted at Spencer in confusion as the twins looked over to Spencer expectantly.

"Yeah! Your special effects are really cool! Hey, can you show us that invisible wall thing again?" Rajeev asked.

Billy's eyes widened in realization as Rajeev spoke. So he was the special effects? Billy looked over to Spencer and their eyes met. For a moment a silent agreement passed between them and then Billy smiled.

"Actually, why don't I show you something even cooler?" Spencer asked Rajeev confidently, looking over to Billy again and nodded lightly to him.

"One super cool special effect coming right up!" Billy announced frivolously, glancing around the room for an item to mess with and grinning as his eyes landed on his trusty guitar.

Billy swooped down and slung his guitar strap over his shoulder confidently, excitement and slight nervousness bubbling up in his stomach at the realization that this would be his first performance in front of a technical audience(three technically is a crowd) in three years. Spencer smiled encouragingly to Billy as the twins gasped in awe at the seemingly floating guitar.

"And a one, and fun, and a one, two, three, four!" Billy struck a low chord and after a second of both Shanilla and Rajeev crying out in surprise, Billy started to play. He absentmindedly hummed along, unable to separate the guitar playing with the song in mind.

"How-? Spencer that's amazing!" Shanilla gushed, taking a hesitant step forward as the guitar continued to play and sway slightly in the air.

Billy smiled down at Shanilla for her compliment and inched closer to her in appreciation, raising higher in the air as he preformed.

"This is TOTALLY SICK, dude! What kinda gear to you have to have to make that happen?" Rajeev asked as he experimentally pawed at the empty air around the guitar.

Billy rolled his eyes as Rajeev's hand went through his face and he struck a particularly loud chord, causing Rajeev to flinch and take a step back. Spencer gave Billy a reprimanding glare which Billy ignored in favor of plucking his guitar strings playfully and then bowing. He set his guitar carefully aside and Spencer rolled his eyes as the twins clapped, Billy seeming to enjoy the attention as he bowed excessively, even pretending to wipe away some fake tears.

"Thanks guys. I'm sorry to say, I can't exactly tell you all my secrets just yet, but you'll be seeing a lot more when we start filming for our film!" Spencer reassured, looking over to Billy for confirmation and smiling when the specter nodded, crossing his arms and reclining in the air happily.

Just as the siblings were about to respond, Jane was suddenly stepping out from Spencer's elevator with cookies in hand.

"Hey kids! I'm sorry to interrupt, but it looks like our party is coming to an end. I brought you all the last cookies so you can snack before you get to work!" Jane enthused as Spencer hunched his shoulders childishly.

Jane rolled her eyes at her pouting son. "Spencer, you promised. And besides, I asked the Bugwatti's and they said your friends could sleep over if you wanted. Jessica's already made a friend and Ariel is sleeping over, so if you want…" Jane trailed off expectantly.

Spencer expression brightened for a moment at the idea of having an actual sleep over. He'd never actually had one before, seeing as none of his old friends from his old school had wanted to stay over at his dinky apartment. Now? He had a mansion! Spencer looked back over at Shanilla and Rajeev and was about to ask them if they wanted to sleep over when his eyes landed on a very put out looking ghost floating just over the twins heads.

Spencer's expression fell a bit as their eyes locked. If they twins stayed overnight, Spencer would have to ignore Billy for the entire night, not to mention the morning after. Billy seemed to read Spencer's train of thought as the ghost's eyes quickly darted to the side.

"Hey dude, it's-it's cool. Don't worry about me, just have fun with your friends." Billy reassured weakly, unconsciously wrapping an arm around his middle.

Spencer frowned, then looked downward at an excited looking pair of siblings who he only just noticed were nodding eagerly at him. Spencer gave them both an apologetic smile and turned back to his mom.

"Um, mom I don't think I'm in a sleepover mood tonight, but, thanks for the offer. It's been a really long night so I think Shanilla and Rajeev just want to head home and...maybe come over tomorrow, if that's cool with you guys?"

Shanilla and Rajeev both shared a slightly disappointed look before Shanilla glanced back at Spencer and smiled.

"Sure Spencer, we'd love to come over tomorrow. Right Rajeev?"

Rajeev stood a little straighter and nodded, forcing a small smile like his sisters."Yeah! Maybe we can start getting that short film of yours ready."

Spencer gave both of them a thankful grin and turned back to his mom. "So, yeah! That's cool, right mom?"

Jane smiled and nodded as she handed Spencer and the twins some cookies. "Well, sure honey. Just come downstairs so you can help Mr. Peace clean up. He's going to end up doing your job for you if you don't hurry!"

Spencer and Billy looked to each other in confusion and as Rajeev shoved two entire chocolate chip cookie into his mouth as his sister watched in horror, Spencer and Billy followed Jane to the elevator curiously.

"Peace? You mean Warren Peace? Why is he cleaning up?" Spencer asked.

"Oh, well, he said he just wanted to help and he insisted on helping clean up. I couldn't really convince him to leave it to you three, but don't think I won't notice if you make him do all the work. Now head on down kids, time's a wasting!"

Spencer nodded to his mom as the twins came over to the elevator and they all squeezed inside. Spencer was pressed to the side wall of the elevator as Billy snickered at his slightly squished face. Spencer sent Billy a glare and internally ranted at the ghost for designing the elevator for only one or two people.

Just as Spencer was about to just ask Billy to just phased him through the elevator wall, consequences be damned, the elevator jerked to a stop and he quickly squeezed himself out into open air.

"Jeez! Pretty tight squeeze in there, huh?" Rajeev complained as Jane walked over to a box of trash bags and a wet wipe tube.

"Alright kids, so I need you three to pick up trash and wipe down all the surfaces that got dirty. That means tables, counters, walls, the works! You can delegate between yourselves who gets to do what, okay?"

Spencer grabbed a hold of the trash bags and Shanilla grabbed the wet wipe tube, both nodded in agreement as Rajeev pouted.

"Good! Now I have to go help your father put away all the leftovers, so you get to that!"

"Wait! Uh, c-can you tell me where Mr. Peace is cleaning? I just...want to make sure he isn't cleaning up all alone." Spencer asked as he rubbed the back of his neck.

Jane smiled approvingly. "Well, I last saw his cleaning up the buffet room with Hugh, but he's probably working towards the Freaky Tiki room right about now. Now, I have to go, be good kids!"

Spencer watched as his mom power walked to the kitchen, then looked back at the Bugwatti siblings in a resolute manner.

"Okay, so, I think I'm gonna go and help out Peace, can you two work on the entryway and the living room?" Spencer looked between the twins expectantly.

"Well sure we can. You should take the garbage bags since you'll be picking up more around where Mr. Peace is cleaning, just leave a handful for me. Rajeev, you can wipe down."

"But I don't wannaaaa-" Rajeev cut off as Shanilla elbowed him in the stomach, rolling her eyes as he gagged dramatically.

Spencer watched the theatrics in genuine interest. Rajeev was actually pretty good at acting if you ignored his, well, Rajeevness. He pulled out and wad of trashbags from the box he was holding and handed them to Shanilla as she passed a reluctant Rajeev the wet wipes tube.

"Okay, let's get this done with. And-uh, thanks again, for sticking up for me. I really appreciate it. I know this isn't exactly the ideal situation to be in." Spencer added.

"It's cool dude, we owed you anyway!" Rajeev reassured as he daintily pulled out a wet wipe, eyeing it like it was a dead rat.

Shanilla placed a gentle hand on Spencer's hand and nodded. "We were happy to help Spencer. Besides, if you feel like you owe us, just remember we called your baby pictures ugly."

"Actually, that was just you." Rajeev cut in.

Shanilla blushed in embarrassment and elbowed her brother in the gut again, this time Rajeev's grunt of pain sounded real. Billy giggled at Rajeev hacked out a cookie chunk, giving the teen phantom pats on the back in mock sympathy.

"The point is, we did it because it was the right things to do, just like this." Shanilla finished calmly.

Spencer relaxed under Shanilla's hand. "Okay, well, I'm gonna go find Peace, so, peace out!"

The twins waved as Spencer speed walked to the Freaky Tiki room with Billy close behind. Billy frowned in thought for a moment, then appeared in front of Spencer, causing the teen to skid to a halt.

"Okay, so, don't wanna take up too much of your time, but I just wanted to ask, why did you bail on the sleep over?" Billy worried.

Spencer walked around Billy after a moment and shrugged. "I don't know, it just didn't seem right."

Billy crossed his arms and tried to fight off the small leap of joy his heart was doing. He should be mad! Or sad? Well, he shouldn't be happy Spencer was blowing off his new friends. Especially not for him, which was the feeling he was getting.

"Dude, I said it was fine. If you want to do stuff that makes you happy, don't worry about me. I'm fine! I got Adam, and, you know, other stuff!"

Spencer slowed to a stop and turned towards Billy with worry clearly evident on his face, making Billy realize he was maybe really bad at this whole selfless thing. Why?! He could lie really well, but now that he was doing it for the greater good, he sucked? How was that fair?

"Billy, I just...I don't think it's fair. You've been like, my only friend ever since I got here, I can't just shove you aside."

Billy couldn't stop the burst of the warmth he felt at Spencer's words, or the fond smiled that pulled at his lips. He floated downward until he could place his feet on the ground and pulled Spencer into a soft hug.

"You're the best." He said quietly, then pulled away and pulled a more stern expression. "But I stand by what I said dude, don't be afraid to hang out with your friends. I can still chill with you, even if we can't really talk with them around. Oh! And I can still do special effects stuff, so."

Spencer grinned and gave Billy a quick hug in return. "Thanks Billy! Now let's go find Peace. I have a feeling he can tell us more about the whole waterfall incident."

Spencer then pulled away from the ghost and started off to find Warren again, unconsciously pulling Billy along by the sleeve. Billy just smiled at being dragged behind the teen and followed easily.

Spencer slowed down as they entered the Freaky TIki room to find Warren Peace wiping small puddles of water off the floor with paper towels. Billy felt a small twinge of guilt at seeing his prank on the Neighborhood Committee bring Warren trouble and subtly knelt down to phase a few puddles through the floor as Spencer walked over to Peace.

"Um, Mr. Peace?You don't have to wipe the floors you know. I can just get a mop and-"

"No, no! It's fine, I'm almost done anyway." Warren reassured. "No need to trouble yourself kid, you've had a long day."

Spencer smiled and picked up a wad of wet paper towels, shaking open a trash bag from his box and stuffing them inside. "I'm fine Mr. Peace, I've had longer days. Why are you even cleaning anyway, you're a guest? It's not like you made a mess or anything, you can go home."

Warren chuckled as he mopped up the last of the puddles and started picking up tissues and stray napkins and cups off the floor. "As a member of the zoning police, it's my solemn duty to assure that every party I attend is left in peak shape! Also, leaving a party without cleaning up is just rude."

"Can't argue with that logic" Spencer conceded, holding the trash bag open as Peace dumped an armful of trash into the bag.

Billy quietly slipped a few handfuls of garbage into the bag as well, making sure to phase them through the bags side when Peace wasn't looking so Warren wouldn't freak out over floating trash. Spencer sent Billy a silent smile in appreciation, then tied the bag off as Warren made his way to the hallway.

"So Mr. Peace...I just wanted to ask you, well, you know how you and Mr. Steel were talking about the waterfall incident and Bi-Mr. Cobra? I was just wondering if you could maybe tell me more about that? Like, the aftermath I mean." Spencer asked.

Warren paused mid lean as he reached for a plastic cup and looked back over at Spencer skeptically. "You wanna know more? Well the news pretty much covered that, didn't they? First year, there wasn't a day that went by they weren't interviewing someone or getting a new investigation report."

Spencer shook his head as he shook out a new trash bag and busied himself with picking up napkins. "No not-I don't mean like that, I just mean...how was Steel? Cause, we talked and, well, he didn't seem too good."

Peace's shoulders slumped and he sighed, standing to lean against the hallway wall. "He's been waiting for Billy to show up for three years kid. Ain't showing any signs of stopping either. Poor old coot, really misses that kid. Not that I blame him, I guess we all do really."

"And he really thinks Bil-Mr. Cobra's coming back?" Spencer asked, glancing quickly to Billy who was floating besides him with a troubled expression.

Warren shrugged tiredly. "Well, can you blame him? No one's found the boy in three years and celebrities can get away with some pretty wild stuff! I know I wouldn't be surprised if he was still kicking it somewhere."

"So he's just hiding somewhere? Does that really seem like him? I mean, I didn't know him, but you did so…" Spencer trailed off.

Warren's expression darkened for a moment before he responded. "If Billy really is in hiding, he has a lot to answer for. After everything he's put everyone through?...I really, really hope he's just taking a break, cause I don't know how long Steel can take the disappointment. And the water bills."

Spencer and Billy shared a sad look as Peace rubbed his eyes tiredly, then pushed himself off the wall to continue cleaning the hallway.

Billy didn't know what was worse, people not finding him, or people waiting for him to come back. At least one had hope, but at the same time… did it really? Billy looked down at his clear, see through hands as Spencer went back to work, picking up trash in silence.

Billy's mouth twisted into a deep frown as he remembered the way Ash and Holly had talked about his case, the way Steel's eyes had teared up as he spoke about the waterfalls.

When he'd been moping around his mansion for three years, he's slowly lost hope that people were still looking for him, much less thinking about him. He'd thrown more tantrums than he'd care to count about how unfair it was, how cruel the world was to him. He'd fantasized about people wailing in grief at his absence and losing the will to live without his glowing presence.

Now? Actually seeing people looking for him, missing him, crying for him… It felt wrong. He didn't know why exactly, but it made his stomach churn and his throat close up when he thought about it too hard. Why wasn't this making him happy? He should be basking in the light shining through the holes in all the hearts he'd torn up. Why did seeing these people look for him feel so… hopeless?

"That should about do it sport!" Warren said as he dusted his hands off in satisfaction.

Spencer nodded as he tied off the second bag of garbage, turning to look at Billy as the ghost lagged behind. Billy quickly caught up and gave Spencer a cheerful smile that didn't quite reach his eyes. Thankfully, Spencer didn't seem to notice and only smiled back.

"I'll be heading off then kiddo. You try and stay outta trouble now, ya hear? The Neighborhood Committee doesn't take too kindly to troublemakers, so try and keep your head down."

"Will do! Thanks again for the help Mr. Peace, you really didn't have to." Spencer said.

Warren smiled and shook his head as Spencer lead him to the entryway. "You seem like a good kid Spencer, reminds me of Billy when he first came here."

Spencer quirked an eyebrow and smiled. "You know, I've been hearing a lot of that lately, and I still don't get it. I'm pretty sure me and B-Mr .Cobra are nothing alike."

"Not in most ways, sure, but…. You got his spirit kid."

Spencer and Billy shared a knowing look at Warren's accidental spot on description and Spencer opened the front door. "Well, see you around Mr. Peace. Have a good night!"

"You better hope I don't come around kiddo, seeing the head of the zoning department's almost never good news! You have a good one kid."

Warren Peace waved Spencer goodbye and went off to his car, one of the only ones left in the mansions driveway.

"Well that was...interesting? He seemed pretty nice at least." Spencer said, trying to give Billy a reassuring smile as he closed the door.

Billy gave an equally forced smiled as he wiped his hand down the side of his face. "I guess? But...jeez. I think I'm just gonna go chill in your room Spencer. You go hang with the Wonder Twins."

"Well, okay. You sure you're okay?"

Billy sighed and after a moment of hesitation, ran both hands down his face tiredly. "Not...really? I'm kind too worn out to talk about anything, not that I don't wanna talk about stuff with you but-"

"Hey it's cool! Tonights been exhausting, we can talk later." Spencer said, placing a comforting hand on Billy's shoulder and giving it a reassuring squeeze.

Billy smiled at the show of empathy and nodded before he quickly flew through the ceiling to Spencer's room. He really needed to just be alone and think.

Spencer watched the ceiling as Billy phased through and after a moment let his smile fall away to reveal a worried frown.

He'd thought that talking to Warren Peace would reveal something else about Billy's past, and in a way it did, just not in the way he'd expected. He'd wanted to cheer Billy up, let him know that people missed him and had nice things to say about him, but the feeling he got from the ghost led him to believe that he'd been wrong.

Spencer sighed and started towards the kitchen so he could tell his parents that the last of the guests were gone. As he passed by the living room, he smiled and stopped to check up on the Bugwatti siblings.

"Hey guys! Mr. Pace and I finished up, do you need any help?"

Shanilla tied off a trash bag and shook her head as Rajeev wiped some juice off the table. No, it's fine, we're almost done too. In fact, Rajeev here's throwing a grumpy fit, so I think we're going to throw these out and go home. Our chauffeur's probably tired of waiting for us."

"That sound good! Wait, your chauffeur's waiting for you? How did your parents get home?" Spencer asked.

"Rajeev stuffed a handful of dirty wet wipes into a trash bag and smiled smugly. "Uh, they took our other car, duh? They left the one they came in for us and just got picked up in the limo. I least I think they did. Oh, Shanilla! What if they left us the limo?"

Shanilla rolled her eyes and scowled at Rajeev. "They haven't left us alone in the limo ever since the mall incident Rajeev. Why would they start now?"

Rajeev pouted and Spencer quirked an eyebrow to Shanilla in confusion. She simply shook her head and shuddered in response. "You don't want to know, trust me Spencer. I still have nightmares."

"Wow, okay then, don't tell me." Spencer said sarcastically. " I gotta tell my parents we're almost done anyway, so, I'll tell them you two are heading out."

"Okay then, um…" Shanilla suddenly blushed and fidgeted with the bags of trash she was holding for a moment. "I-I guess this is goodbye for now?"

"Only until tomorrow." Spencer clarified awkwardly, the steadily approaching goodbye making him nervous.

"Yeah, and then we can hang out all day!" Rajeev enthused. Spencer smiled as Rajeev's enthusiasm seemed to break the tension.

Shanilla smiled back after a few seconds of internally worrying over something, then stepped forward and pulled Spencer into a quick hug.

"Rajeev and I really, really appreciate you standing up for us Spencer." She said as she pulled away.

Rajeev nodded and followed suit, giving Spencer a quick hug and pat on the back before pulling away as well.

"Yeah Spencer, that was super cool of you." Rajeev added.

Spencer blushed and rubbed his arm nervously. "I just, did what anybody would have done. It wasn't a huge deal or anything guys."

The siblings shared a 'Is he serious?' look, then Shanilla went to pick up the bags, shoving two into Rajeev's hands.

"We'll see you tomorrow Spencer, have a good night!" Shanilla said, giving him a trash heavy wave and pulling her brother close behind her as they made their way to the entryway.

Spencer waved back and sighed happily. He didn't want to get his hopes up for those two, but he'd be lying if he said he didn't like them. They were pretty cool. Rajeev was funny and nice and Shanilla was sweet and smart. He really hoped they'd be able to become good friends.

Speaking of friends, he really wanted to talk to Billy again, even if it wasn't about what seemed to be bothering him. Spencer speed walked into the kitchen and ran into Hugh's back.

"Omph!"

"Well, hey there sport! Where's the fire?" Hugh greeted, pushing a tray of cling wrapped leftovers into the fridge.

"Sorry dad, I just wanted to tell you and mom-"

"Is everyone done cleaning up?" Jane interrupted, walking into the kitchen with a half empty tray of deviled eggs.

Spencer nodded "Yup! Shanilla and Rajeev went home and threw out the trash, and Mr. Peace went home too, so, can I go to bed now?"

Jane smiled and wrapped her free arm around Spencer. "Okay sweetie, you get some sleep. You have a big day hanging out with your new friends tomorrow, so no staying up and playing video games, okay?"

Spencer hugged his mom and nodded eagerly, rolling his eyes when she mentioned his video games. "I'm way too tired to play anything now mom. I'll go straight to bed, promise. G'night dad!"

"Sweet dreams Big Guy!" Hugh said.

Spencer gave Hugh a quick hug and raced off to his elevator. As the lift ascended, he tapped his foot anxiously. Billy was a laid back guy, and Spencer had grown somewhat used to his optimism and easygoing attitude. Sure, when they first met, emotions had been high, but Spencer had chalked that up to being the first person Billy had really talked to in three years. After they started hanging out, things had fallen into a sort of routine, and Billy became a reliable source of fun and entertainment.

This party had changed all that in a very upsetting way. Tonight, they'd not only gotten into the first serious fight they'd had in two weeks, but Spencer had seen a whole new side of Billy's life, and Beverly Heights. Both seemed to have somewhat murky backgrounds and left a bad taste in Spencer's mouth.

If Spencer was being honest, while he'd meant it when he'd said he wanted to help Billy uncover the truth about his disappearance, they whole thing had fallen to the background of Spencer's mind quickly after. There just didn't seem to be any opportunities for him to help, and Spencer was only 16, there wasn't much he could do that other full grown adults hadn't. He'd quietly relented the responsibility to Adam after the bodyguards initiation into their 'ghost group' and ever since, the thought hadn't really crossed his mind.

After tonight, Spencer wasn't so sure he could do that anymore. Sure, he didn't know if he could uncover anything important to the investigation, but he now new he could do something. Apparently, Billy had a memory problem, and without outside help, Spencer didn't know of anyway he could fix that. If he wanted Billy to respect him and support him, he needed to try doing the same. Maybe helping the ghost reconnect with himself was it.

The elevator jerked to a stop, pulling Spencer out of his thoughts as the grate doors swisher open.

"Billy…?"

Billy turned around and smiled, lowering himself from the ceiling to a few inches off the floor.

"Hey Spence, what's up?"


Billy didn't know what to think of himself like this.

On one hand, he couldn't believe he was dead. Not when he not only didn't remember dying, but didn't even get a proper funeral. He'd spent the past three years thinking and feeling and seeing just like when he'd been alive! Without any semblance of closure, he just couldn't comprehend it!

On the other hand, he wasn't alive. There was no way he was. He was probably a ghost, or at least very similar to one. He hadn't really needed to do things living people did for three years now! People needed to breathe, people needed to eat, people needed to sleep, people weren't invisible! How could he be alive if he didn't even do the basic things needed to pass as real, much less alive?

During his time in solitude, he'd once spent an entire month binge watching eleven seasons of trash TV without moving a single translucent muscle. He'd drank an entire bottle of mango shampoo just to see if it tasted as good as it smelled! He'd gotten a phantom (pun not intended) itch at the back of his head that was so annoying he'd used a kitchen knife to scratch at it and almost fainted when he'd realized the knife had phased straight through his forehead! That just. Wasn't. HUMAN!

As Billy floated around Spencer's room in deep thought, he realized something incredibly depressing.

That incredibly depressing thing being? He needed to figure out what the heck he was, because he wasn't was he'd been convincing himself he'd been for three years. He just wasn't anymore. If he didn't find out how he worked, who knew what would happen?

More importantly, he needed to come to terms with what he wasn't, because no matter how much he wanted to believe it, he wasn't lost. He'd never been lost, at least not in the way he'd been hoping. He wasn't trapped, wasn't dreaming, and there was a good, very highly probable chance...that he wasn't coming back.

All it took was seeing someone wait three years for him to come back for him to realize it.

"Billy…?"

Billy turned around and smiled, lowering himself from the ceiling to a few inches off the floor.

"Hey Spence, what's up?"

Billy's smile wavered as Spencer came over to him with a concerned look in his eyes. He'd been hoping to not worry Spencer too much, but there was no hiding how bummed he felt. Still, he didn't want to voice his internal monologue or any of his other worries to his friend until after he went over it all with Adam. He'd never forgive himself if he accidentally said something to Spence that upset him.

"So…" Spencer sat down on his bed, patting down the sheets as he tried and failed to look casual. "How are you doing dude? Do you want to...talk about it?"

Billy crossed his arms and frowned at Spencer's poor delivery, then sighed and sat down next to him tiredly.

"Not right now duder. Sorry. I'm just...still thinking things through, y'know?"

Spencer nodded, giving Billy is undivided attention and obviously trying really hard to be understanding. At seeing the way Spencer had placed his hands neatly in his lap and was sporting the most earnest 'I'm here for you.' face he'd ever seen, Billy couldn't help but smile, huffing out a small laugh.

"What?" Spencer asked self consciously, crossing his arms and blushing slightly as Billy clapped a hand over his mouth to cover his grin. "What's so funny? Hey! I'm being thoughtful right now, so you can just-"

"No, no! You're-hehe-you're doing great! I appreciate it dude, really."

The teen huffed and side eyed Billy as he stopped giggling and clapped Spencer on the back.

"I'm sorry! You're just super cute when you're trying to be adult Spendragon!"

Spencer smiled begrudgingly as Billy's mood seemed to brighten and raised his brows smugly.

"This is coming from the guy who cried and had to hold my hand when we watched Warring Earth Y?"

Billy pouted at the reminder of that fateful night and turned up his nose haughtily.

"I was holding your hand to make sure you were okay! And I wasn't crying, I'm just allergic to excessive violence and severed heads!"

Spencer rolled his eyes at Billy and uncrossed his arms.

"Oh yeah, sure. And I suppose reading you a bedtime story to calm you down was for my own safety?"

"As a matter of fact, it was! You can learn a lot of important life lessons from Storytime Adventures, you should be thanking me!"

Spencer snorted at Billy's ridiculous excuse and Billy quickly relaxed his defensive posture, chuckling in good humor at their playful spat. He'd never get tired of trading barbs with Spencer in good fun. Billy thought over his relationship with Spencer for a moment and smiled as he realized just how great it was.

Spencer was a good kid and Billy couldn't have asked for a better person to find him. He honestly still felt like there was more he could be doing for the kid in return. Maybe he should think about it differently? Adam had told him Spence just wanted his support, not money, not fame, not advice. If he wanted to be a better friend, may be he just need to show more interest in what Spencer liked? That sounded like a good idea! Maybe…

"Hey Spencer?"

"Yeah?"

Billy looked around at the teens grotesque horror movie memorabilia, Spencer's vampire themed curtains, and the overall Halloween-esque decor of their room.

"Why do you like spooky stuff so much?"

Spencer opened his mouth to respond, then after a moment, closed it again.

"Hmmm...What do you mean exactly?"

Billy gave Spencer an unimpressed frown and waved his hands around wildly to gesture to literally everything in their room.

"UM? What don't I mean? You've got a serious horror vibe going here Spenknife!"

Spencer blushed and rubbed his arm as Billy grabbed one of his zombie figurines and held it like a lawyer holding the murder weapon in court and showing it to the jury for evaluation. Spencer huffed and swiped it from the ghosts hand, then set it aside and sighed.

"Okay! So I like horror stuff! It's not a bad thing!"

Billy held up his hands placatingly. "I'm not saying it's bad, dude. I'm just curious why you seem to like it all so much."

Spencer looked Billy over critically for a few moments, then slumped forward and rested his chin in his hand.

"Well, I guess I just like this stuff because...Maybe it just makes me feel in control?"

Billy cocked his head and Spencer shrugged as he continued.

"I mean, I know most of this stuff isn't real and all, but I guess I feel brave being able to handle it, you know? Like, if I can learn the ins and outs of all this, maybe I won't be so scared when I deal with other things, like standing up to someone or whatever."

Billy nodded in understanding, looking around the room and seeing all the zombie movie posters and and gorey souvenirs in a new light.

"So, does it help?"

Spencer laughed quietly and shook his head. "No, no it doesn't. You'd think it would though, right? I mean, I can handle a four hour screamer marathon and not even flinch, but I can't even stand up to a bully at school!"

Billy frowned at Spencer's self deprecating tone, then smiled and nudged the teens arm encouragingly.

"Well, maybe at your old school, but here? You've done a ton of super brave stuff, dude!"

Spencer raised his eyebrows in interest, but still looked unconvinced. "Oh yeah? Like what?"

Billy sat up a bit and held up four fingers, counting off with each example.

"Well first off, before you knew I wasn't a poltergeist or something, you stood up to me, and I'm a ghost! Second off, you got kidnapped and managed to escape like a boss! And thirdly, there was the whole Lolo thing, which was super awesome by the way! And fourth! Fourth, uh…"

Billy looked down at the last finger he had up and frowned. "And...I held up too many fingers." He mumbled.

Spencer chuckled and was about to respond, but Billy quickly continued.

"Wait! Wait, wait! Franken blanket! You were the one who gave me the scissors! That was super brave!"

Billy grinned at Spencer triumphantly as he counted off the last finger, puffing out his chest as if he'd just called himself brave instead of the other way around. Spencer smiled unconsciously at the fact that Billy was taking complimenting him so seriously and without much thought found himself pulling Billy into a warm hug.

"Thanks Billy."

Billy beamed down at the teen and gave him a happy squeeze, patting Spencer's head and internally congratulating himself on a job well done. He'd not only managed to make Spencer happy by being a supportive ninja, but he'd also managed to take Spencer's mind off worrying over him.

Billy ruffled Spencer's hair to the teens chagrin, and dodged Spencer as he tried to reciprocate, floating up into the air and sticking his tongue out.

"No fair! Come down here and face me like a man!"

Billy crossed his arms and looking thoughtful for a second, lifting a few inches higher when Spencer tried to jump and grab him.

"Any way I can convince you to come up here and face me like a ghost?"

Spencer tried jumping up a few more times before just falling into his bed in defeat.

"Yeah. No dice. The whole ghost making process sounds a little too permanent for me."

"Worth a shot." Billy said.

The ghost looked down at Spencer, watching as the teen yawned and rubbed at his eyes. Spencer had had a long day, he should probably go to sleep.

"Dude, get your PJ's on and get some shut eye, you look my manager when we went on tour."

Spencer pouted and groaned, rolling himself into a blanket burrito and grumbling something into the blankets.

"Sorry brotato, I don't speak adolescent sleep cycle!" Billy teased, grabbing onto one side of the burrito and pulling, unraveling Spencer and and picking him up by the armpits before he could fall off the bed.

"Now go put on a sleeper suit, brush, floss, and get ready for bed!"

Billy pulled Spencer into a standing position and pushed him towards the bathroom, grabbing a pair of PJ's and tossing them inside along with him and shutting the door.

Billy looked back at Spencer's messy bed and untangled the blankets and sheets so the once again resembled actual covers instead on a cloth ball. Going to bed in tangled blankets was always a drag. As Billy fluffed up Spencer's zombie themed pillow, he suddenly remembered Spencer's zombie blanket scraps.

He'd been thinking about patching it up for a while now, but never really got around to it. Maybe tonight he could get started on that? He didn't really need to sleep, even if it felt nice to do sometimes.

"Okay, I'm ready for sleep now." Spencer said as he exited the bathroom, somehow looking even more tired than when he went in. He had a small toothpaste stain on his cheek and night shirt, and Billy was starting to see the beginnings of some bags under his eyes.

"Wow dude, I know it's been a long day, but staying up late does not suit you." Billy said, cringing slightly as Spencer stumbled over to his bed and fell face first into the blankets, not even bothering to push the rest of himself into the bed.

"I didn't even realize how tired I was until, like, two minutes ago…"

Billy carefully pushed Spencer's legs onto the bed and and pulled his blankets up to the teens chin.

"I don't know whether to thank you, or be weirded out by how maternal your being. You don't have to tuck me in you know." Spencer asked, looking amused as Billy pouted in response.

"Do you have any idea how many people would give an arm and a leg to be tucked in by me? You should feel honored, but if that's how you're going to be, no bedtime story for you!" Billy huffed, floating away and turning off the lights.

Spencer rolled his eyes. "What a shame. Well, goodnight Billy!"

Billy flew over to the couch and stayed silent for a second, then sat down and hummed thoughtfully. "Night Spence...Goodnight."


Luna Lillyth, they do have a obvious height difference! I just didn't notice until I saw Billy actually stand in the show! I'm happy you like my bubbles and glitter prank, I wanted Billy to do something uniquely himself when he clapped back at Lolo.

TheGrimDanny, that's a really good question! I was originally going to write an ecofeature fic, which is why I wrote Jane as being Billy's god cousin instead of his actually cousin. After getting down the general plot and writing for a bit, I really wanted to center the story, so I pushed that to the side. Not that I'm 16 chapters in, I'm not sure if I still want to implement the ship, and if I do it'll be as a side thing, not the main plot.

After much intense thought, I've come to the decision that I'll leave it to a vote! If the readers want ectofeature, then I'll lead to that eventually, but if people don't then I'll just go with what I've got. If you comment or message me a yes to ectofeature and I get more yes's than no's, then that's what I'll do, the same goes for people who message or comment a no. I'll leave the voting up till I post chapter 20, and then I'll tell you guys the final decision!

TheBigChillQueen, please tell me more about this Walter Minotaur you speak of! I always just imagine Adam as a buff red head, but totally let your imagination run wild! When I read Artemis Fowl, I always imagined Artemis's butler as being the butler from Cats Don't Dance!

I really love Maroon 5, especially their old stuff, it was one of the best parts of my childhood! I love too many things about the real world to leave them out, so I'm trying to slip them in as sneakily as I can, I'm so glad you like them! Billy and Lolo are very similar when it comes to being rich, spoiled brats, so they're going to being mirroring each other a lot when it comes to tantrums.

Adam was my middle man in the world of moody teens and spoiled man children. I like to think that before Billy met Spencer, Adam was his Spencer. He was a level headed, practical guy who could also let loose and be fun enough for Billy to want to hang with. I think Billy is so used to being surrounded by shallow party panthers that down to earth people like Spencer and Adam just draw him in like magnets!

Billy, Adam, and Spencer really have no idea how ghosts work and they don't really have anyone to turn to for that kind of information. All they can do is prepare for the worst and do their best with what they have. I honestly pity Billy because he is terrified of what he is in more ways than one, and he has good reason to be.

I'm going to be honest and and admit that I didn't really think about the duality of Billy's personality in relation to his name. It's such an interesting dynamic though! I love it! I was a bit more focused on the character Billy presents and the reality of who and what he actually is in this chapter. At one point he actually believed he was shallow and crazy, but three years in isolation can wear away at even the most sturdy of masks.

I want to make Billy a more in depth person with real trials and personality, and using his projected personality and actual character is the best way I can do that.

Billy is a child at heart, so I wanted his pranks to reflect his mindset in turn! The twins are misguided as worst and I honestly couldn't bring myself to keep them in the doghouse for long. And Rajeev is hilarious! I have a lot of respect for someone who can deliver a one liner like that so flawlessly!

I'm glad I made their animosity for each other clear and realistic! Lolo is a privileged brat and I wanted to show that side of her just like I showed her nice side.

Billy Joe Armstrong is the inspiration for Billy Joe Cobra, and he is Bisexual, so I thought Billy should be too! Billy might not know much, be he is very aware of his sexuality! He's 26, so he should know what he's into by now, especially after all the one night stands he's had. One could even say he is a seasoned Bisexual.

Billy wants to be a good person, and caring about a smart, funny, awesome kid like Spencer seems to feel like a good first step to bettering himself. I, for one, support his endeavors in keeping Spencer safe and happy!

You were the inspiration for Jessica's Adrien beat down! I was remiss to continue pushing such a star out of the limelight! She deserves more props, so that's what she's going to get! I too am a younger sibling, so I don't really like the bratty younger sibling stereotype either. We baby/middle child's need to stick together!

Billy's tried and true method comes from a lot of experience and dark memories, but heck if it doesn't work every time! Billy knows that without fame, fortune, and massive popularity, he doesn't bring much to the table anymore when it comes to friendship, so seeing a couple of cool, supportive, very much alive kids hanging out with Spencer is more than threatening to him.

This chapter is dedicated to you and your amazing reviews! Whenever I get down on my story and earlier, not so great chapters, I just read your reviews and they just make my day! You deserve that happiest birthday this month! I hope you like this chapter and gets lots of presents!