So this is taking place at the homecoming dance right after they defeat Royal Pain. I don't own sky high or any of the characters.

Layla's POV

I had always been afraid of heights. The school bus was like my own personal nightmare and I had always refused to fly on planes. My mother thought that it had something to do with my power; I liked to be grounded and close to the earth.

Will knew this, being my best friend, and had always respected it, so it surprised me when we rose into the air a few feet. He dropped back down to the ground after a second when he heard my sharp intake of breath and felt my fingers clutch his white jacket.

"Will!"

He chuckled warmly and his breath tickled my ear.

"Yes?" he nuzzled my ear. I sighed contentedly.

"Never mind."

A fast song started and most of the couples broke apart, but I just leaned closer and tucked my head under Will's chin. His left arm curled around my waist and his right arm slunk up my back, until his fingers found my skin of my upper back and stroked it softly. The tempo was too fast and all we were doing was swaying side to side, but I was happy at the moment, content to just be held and listen to Will's steady heartbeat.

"Don't freak out"

"What?" He flew into the air and out of the crashed window. The sounds of teenagers and music drifted away all of a sudden, even though we were only about ten feet from the edge of the building. I screamed and clutched Will's Jacket tighter, burying my face in his surprisingly developed chest. "Will, you put me down right now!"

"Please Layla!" I looked up and saw his features rearranged into a subconscious puppy dog face. "I want to show you how it feels to fly. I promise, I won't drop you."

"That's what the fairy prince said to Thumbelina but he accidently dropped her anyways!" he chuckled and his chest vibrated.

"I promise." His blue eyes shone with sincerity and I found myself nodding slowly. Will smiled and my breath caught for a moment. He wrapped my waist in his arms and I allowed my arms to curl around his waist, until we were pressed against each other and our faced were only inches apart. He ducked his head and captured my lips, and for a moment, I forgot that we were flying. He was so warm and strong, and I loved the way our bodies fit together. His lips were soft and they felt so so good against mine. I cupped his jaw in my hands and kissed him harder, releasing the 11 years of want that I hadn't been able to earlier. He kissed me back just as hard, but with a sweet edge, and held me close to him. We broke apart then, mostly because of the need for air, and he grinned at me again like a goofball. I smiled back at him and ran my hands through his hair.