"Does my brother know that you came looking for me?" I asked Emmett as we approached Ben's classroom.

Emmett shook his head. "I just said I was going to the bathroom," he said.

"Then I should probably go in first." Emmett nodded in agreement as he stopped by the set of lockers next to Ben's classroom.

I took a deep breath before opening the classroom door. I'm not sure what I was expecting Ben to do, to say. I figured he wouldn't be happy with me though—ten plus minutes "going to the bathroom?" I guess it was possible that someone would take that long, but I knew Ben wasn't gonna buy it from me.

"Where were you?" Ben asked as he looked up from his stack of ungraded papers and watched me walk into the room. The stack was significantly smaller than it had been when I left.

"Bathroom," I said as I extended the bathroom pass towards him. "I asked permission."

"For thirteen minutes?" Ben asked, lowering his thick-framed glasses as he continued to stare at me. He didn't make any effort to take the pass out of my hands.

"...Yeah?" I tried. Even I knew that that didn't sound very convincing. Clearly being tired threw off my amazing fibbing abilities.

"Penny ..." Ben started, shaking his head. He was using his 'I'm about to lecture you' voice, and I was way too tired to suffer through one of his infamous lectures. Plus, I had soccer practice to get to.

"Okay, fine. I ended up talking to someone on my way to the bathroom," I admitted.

Ben sighed and finally took the bathroom pass out of my hand. "I gave you permission to go to the bathroom, not gossip with your friends in the hallway."

"I wasn't gossiping in the hallway," I snapped. The way Ben then dropped the pass into the drawer and slammed it shut made me think twice about the tone I'd just used with him. "I was just talking to one friend, and all he did was ask me if I was okay."

"He?" Ben said. "Who is this 'one friend' that you were talking to?"

Crap. Did I say "he?" Ugh, I should have said "they." I regretted my word choice because the only "he's" that my brothers knew that I spoke to at school were Emmett and Marcus, and even then I think that they thought of us more as classmates/acquaintances than as friends. I couldn't really give Ben Emmett or Marcus' name anyway because both of them were in English class with me, and Emmett only came looking for me ten minutes after I went MIA.

"Was it Zachery Oliver?" Ben finally asked before my rundown brain could conjure up a good answer. I think I'm learning that when I'm tired I'm just off my game, period, so I should just zip it. The sound of Douchezilla's name spilling out of my brother's mouth definitely made me wake up a little bit though. I guess the look on my face gave away the truth, because Ben didn't wait for me to confirm it. "Cooper told me about the situation he had with you and Zachery last week in gym."

"Oh," I said, looking down at the floor. I wasn't that surprised, since Cooper pretty much told Ben everything ... but since Ben hadn't brought it up (until now), I thought the he'd just let it slide. Guess I was wrong.

"And I can assure you that I wasn't very happy to hear about it," he said. "What on earth were you thinking, Penny—skipping class and then giving lip to Cooper about it."

Darn, I guess my initial honesty hadn't spared me a lecture from my oldest brother.

"I'm sorry," I said. "But like I told Cooper, we weren't skipping class, we were just taking a break."

"That kid is notorious for skipping class, Penny." That didn't exactly surprise me considering how often he hung out by the water fountain. "I know for a fact that his idea of hiding behind the bleachers is not 'taking a break,' it's skipping. If you wanted to take a break, you two would have sat on the bleachers, not hid behind them."

I'd already had this argument with Cooper, and I really wasn't in the mood to defend myself against Ben too. "Okay, Ben."

"Don't cop an attitude with me, Penelope."

My eyes widen. "I'm not, I said okay."

"Yeah, and I saw the eye roll."

I rolled my eyes? Whoops. It was the tiredness taking over my body.

"Sorry, I didn't mean to," I said honestly. But Ben looked like he didn't believe me. "Seriously, I didn't even realize I did it."

"That's just it, Penny. It's like all of a sudden you're becoming a different person."

"How so?"

"Well for one thing you're tired all the time."

"Yes, you already pointed that out," I said. "It's not my fault that I have tons of homework to do on top of soccer practice."

"Well then maybe you should quit soccer so that you'll have more time for homework and then can go to sleep early."

"Trust me, soccer isn't the problem," I mumbled.

"What was that?" Ben asked.

"Nothing."

"See that's what I mean. I've had enough of these snide remarks of yours."

"Well I'm sorry," I said exasperatedly. "I'm sorry that I'm just like every other human being on this planet who gets a little cranky when they're tired."

"No, it's more than being a little cranky," Ben said. "I've noticed a significant shift in your behavior ever since you skipped with Zachery Oliver. And come to find out that you've been talking to him a lot more since that day as well."

"So?"

Ben crossed his arms. "So what is that about?"

"He's a good friend of mine," I said, although I never thought I'd see the day where I would admit to my brother that Douchezilla is my "good" friend. "We talk sometimes when we see each other in the hallway, and we talk sometimes when we're in gym class together."

"You do know he's a sophomore, right?"

"I didn't know it was a crime to talk to sophomores."

Ben's eyebrows furrowed. "That's not what I meant and you know it, Penny."

"Okay, then what did you mean? I really am tired, Ben, so if you could just beat around the bush—"

"He's too old for you, that's what I meant."

I smacked my forehead. "Not you too. Look, as I specifically told Cooper, it's not like that. Nothing went on between Zach and I during gym class, nothing is going on between Zach and I now. We are friends, only friends."

"There better not be anything going on," Ben warned.

"What's that supposed to mean?"

"It means there is no way I'm going to let you get involved with a boy like that."

I crossed my arms. "You can't tell me who I can and can't date, Benjamin."

Okay, even I knew that was a stupid thing to say.

Ben stood up and put his hands on the desk. He then leaned forward so that his face wasn't that far away from mine. Apparently he'd been chewing mint gum recently.

"I can and I will," Ben said in a dangerously low voice. "This topic isn't open for discussion, Penelope Grace. Do you hear me?"

"Okay, fine," I said looking down and uncrossing my arms.

Suddenly I heard the doorknob of the classroom door turn. I looked over and watched the door swiftly open, revealing a shocked-looking Emmett standing on the other side of it. His timing couldn't have been more perfect.

"Sorry," Emmett said as if he had no idea that Ben and I were alone in here. I figured he'd been listening in on the conversation—it's amazing how well you can hear inside a classroom just by pressing your ear up against the door (which I may or may not have done once or twice in the past). "I hope I'm not interrupting anything."

"Get your stuff and get to soccer practice," Ben snapped before he slowly sat back down and went back to his stack of papers.

Since Ben's order technically applied to both of us, Emmett and I quickly walked to the back of the room and stuffed our things into our backpacks. When Emmett's back was towards Ben, I could have sworn he winked at me as I finished zipping up my bag. I tried to hide my small smile out of fear that Ben would look up at me and see it. Surprisingly though, Ben didn't look up at us at all—he just continued grading papers.

"Bye, Mr. K," Emmett said as he opened the classroom door for me.

"Bye, Emmett," Ben said without looking up.

I debated saying "bye" as well, but I decided not to at the last minute since Ben didn't look too happy at the moment (probably thanks to me).

"Thanks," I said to Emmett once we were out in the hallway and he'd closed Ben's classroom door behind us.

Emmett smiled. "You're welcome."