A/N: If you remember it from the movie, then I don't own it.  I also made an obscure reference to a very popular trilogy.  See if you can guess what it is.  I'd like to thank Mircosedy from fanfiction.net for beta-reading.

                                        * * *

Once-ler woke up to find Kat in his arms and leaning her head against his chest.  He stroked Kat's hair and smiled at her sleeping form.  Then Once-ler carefully removed Kat from his arms, got dressed in the clothes he wore last night that were neatly laid on the couch, and watched Kat as she slept, tossing and turning in bed.  When he met her at the cafe, he was expecting Kat to friend zone him or agree to be his girlfriend.  He never would have guessed that there was a third option.  Once-ler felt bad about lying to Kat but she was attracted to him.  Maybe that attraction would lead to love.  Then again, maybe Kat was right.  Maybe what Once-ler felt for her was simply lust and he mistook it for love.  It wouldn't be surprising, considering that he was always taught to suppress his "filthy" urges until marriage.  When Kat told him that there was no shame in lust, Once-ler felt like a heavy burden was finally lifted from him.  Maybe he would give Kat's way a shot.

Once-ler kissed Kat's forehead and looked around her apartment for cooking ingredients.  Just because there was no relationship didn't mean that he should be cruel to her.  Unfortunately, Kat had absolutely nothing to cook with.  Just some TV dinners, cans of soup, some pots which Once-ler guessed was for warming up the soup, bags of cookies, potato chips, a bag of chocolate chips, cereal and a few boxes of meal bars.

Kat's cleaning skills could also use some work.  The trash was full and looked like it hadn't been taken out in weeks, the sink was filled with dirty dishes and, when Once-ler looked through Kat's refrigerator and cabinets, nothing was organized.  Kat just threw everything in there with reckless abandon.  So Once-ler would have to clean and do some grocery shopping before he could make breakfast for her.  Once-ler wrote the stuff he needed for pancakes on a list and looked around Kat's apartment once more.  If he was going grocery shopping, he might as well pick up a few things Kat needs.  Then another thought occurred to him.  What if Kat woke up while Once-ler was gone and thought he'd abandoned her?  Once-ler grabbed another paper and wrote a note, easily fixable.  He'd be out of the apartment as soon as he finished doing some cleaning.

                                         * * *

Kat woke up to the sound of the alarm going off in the kitchen, last night's events replaying in her head.  After two years of preparation and planning, she finally had sex and it wasn't what she expected.  She dug her head deeper into her pillow, hoping the sound would stop on its own and she could go back to sleep.  Eventually, she got up and shut that blaring noise off.  Then she put on a robe from the closet and wondered where Once-ler was until she read his note.

Dear Kat,
Gone to get groceries so I can make you breakfast.  Also did a little cleaning, hope you don't mind.
Once-ler

Kat yawned and thought it was nice of Once-ler to want to cook her breakfast so bad and to do some chores for her.  She was planning on getting around to doing the chores herself but she didn't have the time.  At the moment, she was fighting every urge to go back to bed by getting the coffee machine started and looking over her mail.  Just a notice about the rent, a notice from her gynecologist about another uncomfortable appointment (at least now she was getting the benefits), the latest issue of Ms. Magazine and a whole ton of junk.

Kat grabbed the tape recorder and placed it right next to the typewriter.  Then she took a seat in the chair in front of it, played the tape recorder and listened to what she recorded in her last circle meeting.

"I'm telling you, the Greek Gods were aliens.  They occupied Earth a long time ago and now they're watching, waiting for our weak point so they could strike," She heard herself say in a dopey relaxed voice.

"Gene Roddenberry already beat me to that one," Kat remarked while typing.  "Still, maybe I can put my own original spin on it."

"Maybe they already did and this world is an illusion," Ryan said, his voice also sounding more relaxed and dopey.  "They're feeding off of our body heat while we innocently live out our lives."

"Maybe there's this secret group of humans who freed themselves and are trying to stop them," A voice Kat guessed was Ryan's boyfriend said, who Kat never really got acquainted with.

"A group of freed humans try to save people from a virtual reality constructed by aliens," Kat summarized.  "Somehow, I don't see that catching on."

"As long as they don't scratch my new car, I couldn't car less," Another voice that must have been Maria's ex-boyfriend said.  "That's funny, I couldn't car less!"

The whole group laughed, which made Kat wonder just how incredibly stoned they were at this point.

"I so want a car, or a microwave," Kat heard herself say.  "Either one would be cool."

"Go with the microwave," Maria advised.  "Cars are destroying the environment.  Not to mention the price for gas is outrageous."

"Yeah, stupid gas shortage," Ryan agreed.  "Next thing you know, the government will have us paying for our own oxygen."

Oxygen becoming so rare that only the rich can afford while the poor are left to rot.  There was an idea that Kat immediately typed down.

"There is no gas shortage," Ryan's boyfriend said.  "It's all a lie.  There's this guy who invented a car and it runs on water.  You put water in the engine instead of gas, and the government's keeping it a secret because we'll use up all the water."

"I feel like I've heard that somewhere before," Kat said as she continued listening.

"I watched a Leave it to Beaver rerun today and it was awesome," Maria said.

"The show about the perfect family that no one has in real life?" Kat asked.  "Who likes that show except deluded dreamers?"

"No, there's something else going on," Maria said.  "You know how the whole family's afraid of Ward Cleaver?"

Maria dramatically paused before she answered.

"It's because he's secretly beating that whole family into submission!" Maria exclaimed.  "Why do you think they're so perfect and loving all the time?!"

Kat typed "Seemingly perfect 1950s suburban family with a dark secret" on her typewriter.  Then she stopped the tape recorder when she finished her coffee and went to the bathroom to start the shower up.

                                          * * *

Once-ler came back with some groceries and cookware and, after putting up the groceries, he started cooking the pancakes, remembering to add chocolate chips.  He was mixing the ingredients in a bowl when the door opened and a man walked in with a sleazy grin.

"Looks like Kat's date turned out better than she expected," the man said.  "So, what's your name?"

Once-ler momentarily abandoned the mixing bowl to get another bowl.

"Once-ler," Once-ler said while mixing the dried ingredients.

The man got a meal bar out of the cabinet, took a seat on the couch and turned on the TV, munching away.

"So, you're the Once-man," Billy said, trying to throw the wrapper in the trash can and missing by a few inches.  "Great to see you again."

"Sorry, I don't remember you," Once-ler said, mixing the wet ingredients with the dry ingredients.  "Shouldn't you pick that up?"

"It's me, Billy, Kat's brother?!" Billy exclaimed like the idea of forgetting him was pure blasphemy.  "You forgot about me?!"

Once-ler added the chocolate chips to the bowl as it clicked in his head.

"I remember, you're the guy who stole my mom's fox fur boa as a gift for his girlfriend," Once-ler recalled as he put a skillet on the stove and greased it.

"That was me," Billy said with a proud smile.  "By the way, how is your mother?"

"I really think you need to pick up that piece of trash on the floor," Once-ler said, pouring the pancake batter in the skillet.

Billy sighed exasperatedly.

"It's Kat's apartment, she can clean it up," Billy said.  "So, what about your mother?  What's her number?"

"You're the one who made the mess," Once-ler insisted, flipping the pancake as he heard it boiling.  "Aren't you the least bit concerned that there's a strange man in your sister's apartment?"

There was no way in hell Once-ler was giving his old phone-number to Billy.  To Once-ler's surprise, Billy shrugged.

"I'm glad Kat finally lost it," Billy said.  "Now she can stop getting jealous every time someone else talks about their sex life."

Once-ler paused as the smell of fermented buttermilk mixed with melted chocolate chip filled the room.

"What do you mean?" Once-ler asked.

"She's been planning on popping her cherry for awhile," Billy said, rolling his eyes.  "Or, as she calls it, 'protesting in the name of free love.'"

"So, Kat's a feminist?" Once-ler asked, putting the well-done pancake on the plate.

"Big time," Billy said annoyed.

Once-ler poured another batch of pancake dough in the skillet as he remembered Isabella watching news reports and complaining about the whores on TV.  The ones that were protesting for equality among the sexes, partying in the name of free love and refusing to wear a bra.  Kat was almost the type of woman Isabella hated.

"She still wears a bra," Once-ler said aloud as he flipped the pancake.

"For now," Billy said scoffing.  "Then again, Kat's all talk."

"What do you mean?" Once-ler asked as he put the finished pancake on top of the last one.

"I mean that she's had offers before you and she kept turning them down," Billy explained.
Once-ler remembered what Kat said in the cafe about the guy who wanted her to prostitute herself so she could get published.

"It's because I have standards," Kat said, exiting the bathroom fully dressed in her waitress uniform and her hair already brushed yet still looking a little damp.  "Unlike you, who would do it with any woman that's willing and able."

"I thought you'd stop criticizing me now that you're getting laid," Billy said bitterly.

"No, I still think you're repulsive, irresponsible, and disrespectful to women," Kat said, folding her arms under her chest.  "And pick that up."

"Pick what up?" Billy asked.

"That piece of trash you threw on the ground," Kat said, pointing to the crumbled up wrapper on the floor.  "Pick it up."

"Your boyfriend was the one who threw it, not me," Billy said, pointing at Once-ler.

Great, it was time to play pin the blame on Once-ler and watch him get scolded, a game Brett and Chet knew all too well.

"He's not my boyfriend," Kat said, putting her left hand on her hip.  "And do you honestly expect me to believe that the guy who cleaned my apartment, did my grocery shopping and is now cooking breakfast-" Kat turned to Once-ler and her voice softened.  "Which I really appreciate, by the way."  Kat's voice got harsh as she turned her attention back to Billy.  "-left a piece of trash on the floor?  Just how stupid do you think I am?"

It looked like Kat didn't want to play.

"Fine, if it pleases her royal highness of the apartment," Billy said, getting up from the couch and throwing the wrapper in the trash can, making a big show of being in pain.

"What horrible back-breaking labor," Once-ler said sarcastically, putting five pancakes on two plates, grabbing a couple of forks and  setting everything on the coffee table.
Billy would not have lasted one second in the Once-ler household.  Kat took a seat on the couch and looked at the pancakes with deep fondness.

"You remembered that I like chocolate chip," Kat said.

"Of course I did," Once-ler responded.  "It's still your favorite, isn't it?"

"Yeah, I just didn't think you'd remember," Kat said as she cut a piece of the pancake off with her fork.

Kat took a bite of the pancake and swallowed it.

"Did you like it?" Once-ler asked.

"Like it?" Kat asked with disbelief.  "I love it!"

"Really?!" Once-ler said perking up.

"Yeah, these are the best pancakes I've ever had!" Kat exclaimed, biting into them like she was starving and it was the first food she's seen in months.  "You clean, you cook and you grocery shop.  Marry me!"

Once-ler felt himself turning a bright red, something Billy took notice of.  Then Kat started laughing.

"I'm kidding!" Kat exclaimed.  "Don't worry, I'm not getting all sentimental on you."

"That's a relief," Once-ler said with a nervous laugh.

"How come I didn't get any?" Billy asked.

"Sorry, I didn't know you'd be here," Once-ler said, slightly annoyed.

"Seriously, Kat, you couldn't tell your boyfriend that your own brother was living here?" Billy asked, sounding hurt.

"He's not my boyfriend!" Kat insisted.  "And you're not living here.  You're only staying here temporarily until you get your own place."

"You mean until Peg takes me back," Billy said, getting a bowl of cereal from the pantry.

"Yeah, whatever," Kat said, like she highly doubted that would happen.  "The point is, you're not living here."

"So, I saw a tape that said something about a circle meeting," Once-ler said before Billy could respond and taking a bite from his pancakes.  "What does that mean?"

"Ryan, Maria and I like to gather a few friends, sit around a circle and pass a pot stick around," Kat said, continuing to eat her pancakes.  "You should come."

"I'd love to!" Once-ler said excitedly and then toned it down.  "I mean, if they don't mind having me."

"They're always inviting people anyway," Kat said, continuing to eat.  "It's time I invited someone for a change."

"What about me?" Billy asked, pouring himself a bowl of cereal.

Kat sighed exasperatedly.

"You invited yourself," Kat corrected.

"You have to admit, it's the first time you and I actually got along," Billy said, pouring milk in his cereal.

"Okay, that's actually true," Kat said.

Kat glanced at the clock and immediately put her empty plate in the sink.

"Sorry, but I've got to run," Kat said, getting up and heading for the door.  "My shift's about to start."

"So soon?" Once-ler asked.

"You remember my boss," Kat remarked disdainfully.

"Right, the one that yelled at you," Once-ler said regretfully.

"It wasn't your fault, he's always like that," Kat reassured him.  "And that was one of his better days."

"What do you mean?" Once-ler asked.

"One time, I sprained my ankle on a toy a baby threw on the floor and he still made me work the rest of my shift," Kat said angrily.  "Bye and thank you for everything you've done."

Once-ler was about to clean up the mess he made before Kat stopped him.

"No, don't," Kat said.

"I made the mess, it's the least I can do," Once-ler insisted.

"You've done more than enough during your short stay here," Kat said as she opened the door.  "Besides, don't you have to sell your thneed?"

"Okay, I won't do anymore cleaning," Once-ler said as Kat turned to Billy.

"Billy, do you have any plans for today?" Kat asked.

"No," Billy said while munching on his cereal.

"Good, you can clean the kitchen," Kat told him and left.

"Another command from her royal highness," Billy said sarcastically.  "You'd think I was still married."

Once-ler was ready to leave himself until Billy stopped him.

"Where are you going?" Billy asked.

"I'm off to sell my thneed," Once-ler said excitedly as he grabbed his guitar.

"Your what?" Billy said, looking up from his cereal.

"My thneed!" Once-ler put his guitar down, took his scarf off and did the same demonstration of the product that he did with Kat.

"That's pretty neat," Billy said as he finished his cereal and left the empty bowl on the kitchen counter.  "How many customers you got so far?"

"One," Once-ler said, falling into a slump.

"Let me guess, Kat," Billy said absentmindedly.  "Speaking of Kat, I've been meaning to ask you why she says you're not her boyfriend when she slept with you?"

"I don't think Kat would want me telling you this," Once-ler said hesitantly.

"Come on, I'm her brother," Billy said reassuringly.  "If Kat can't trust me, who can she trust?"

Billy did have a point.  Kat did seem irritated with him but Once-ler was sure that they loved each other, deep down.

"Kat and I have a friends with benefits deal," Once-ler said standing proudly.  "No emotions, just sex."

"Whoa, way to go!" Billy cheered and punched Once-ler on the arm, something Brett and Chet did quite often though, thankfully, Billy didn't have their upper body strength.

"You do realize that I just said I was sleeping with your sister," Once-ler said, putting his hands on his hips and unable to believe Billy's apathy about the whole situation.

"And I told you earlier that I don't mind," Billy explained.  "She's an adult and you're one of the least dangerous guys on the planet."

"Um, thanks," Once-ler said as he tilted his hat, unsure how he should feel about that.

"So, did she like it?" Billy asked.

"Well," Once-ler said hesitantly.  "After we were done, she said it was great."
Billy's face fell.

"That's it?" Billy asked.  "Just 'great?'"

"Yeah," Once-ler said grinning.  "That means she liked it right?"

Billy shook his head.

"Hate to break it to you but she hated it," Billy said.

"She, what?" Once-ler said as his entire world came crashing down.  "But she said it was great!  Why would she lie to me?!"

Once-ler took a seat on the couch and buried his face in his hands.  Great, Kat would call the whole thing off because he didn't know what he was going.  She'd never want to see him again.  Was this his punishment for not waiting until the wedding day?  Billy put a comforting hand on Once-ler's shoulder, bringing him out of his depressing thoughts.

"Don't worry, we're all bad at first," Billy said reassuringly.

"Really?" Once-ler said perking up.

"Yeah," Billy said.  "You just need to practice and you'll get better."

"You think so?"

"Trust me, even I wasn't any good at first," Billy said.  "Now women can't get enough of me."

"So, all I have to do is practice and Kat will want me and only me?" Once-ler said with a huge smile on his face which disappeared instantly.  "That sounded way more creepy than I intended."

"Okay, what exactly are the terms here?" Billy asked.

"I told you we're friends with benefits," Once-ler explained.  "We're also allowed to see other people on the side."

"That's great!" Billy exclaimed.

"How is that great?" Once-ler asked, turning his attention to Billy.

"Didn't you say that you wanted to get so good that Kat will never want another man?" Billy asked.  "You want to get good, you can't practice with just Kat alone.  Other women need to show you the ropes."

Once-ler thought about it and Billy did have a point.  When his father, David, first bought him a guitar, he had to try out a whole bunch of different kinds before he found the one that was for him.  Still, he only needed to practice on one guitar and he only needed one instructor to get good.  Besides, Kat wasn't a guitar and there was a small part of him that still felt that she was the one.  Another part was telling him that it was just raging hormones and it would go away, like Kat told him it would.

"Thanks but no thanks," Once-ler answered.  "I don't know about the future but, right now, Kat's the only one for me."

Once-ler got off the couch and made his way to the door.

"Well, if you change your mind, feel free to dial me up," Billy said smiling.  "I just hope Kat feels the same way."

Once-ler paused and turned to look at Billy.

"What do you mean?" he asked, fearing the worst.

"Kat said that you're both free to see other people, right?"

"Yeah."

"That means it's not just you who's allowed to play the field," Billy explained.  "What if Kat found a guy who was amazing in bed?  She'd call the whole arrangement off."

Billy had another good point.  What if Kat got a better offer and left Once-ler?  Maybe it was because he was in love with Kat, or maybe it was growing up in an environment where he was told that he'd never amount to anything but he didn't want Kat to leave him.

"I'll think about it," Once-ler said.  "Kat already gave me the number."

"If you ever need a wingman, I'll be happy to help," Billy said cheerfully.  "I'll even buy a sneed from you as a sign of good faith."

"You mean a thneed," Once-ler corrected.

"Yeah," Billy said.

Once-ler was about to leave when Billy called him back.

"Any chance you can clean the kitchen before you go?" Billy asked.

"I thought Kat asked you to do it," Once-ler said, his hand on the doorknob.

"Yeah but I'm hopeless at cleaning," Billy said sheepishly.

"I'll show you how to wash a dish and you can take over from there."

"Actually, ever since Peg threw me out, I haven't been able to concentrate," Billy said in a melancholy tone.  "She's my ex-wife."

"Oh," Once-ler said, lending a sympathetic ear.  "That must be rough."

"That's not even the worst of it," Billy began.  "Peg won't even let me see my daughter, Carrie."

"So, Peg's your fourth wife?" Once-ler asked, remembering what Kat told him at the cafe.

"Yeah, my first three were so angry with me that they won't even let me anywhere near their children, my children," Billy explained, looking out the window.  "I can't have the same thing happen to me a fourth time."

Once-ler turned the sink on.

"Well, why did your first three marriages fail?" Once-ler asked as he was washing a dish.

"Mainly because I couldn't hold down a job," Billy said.  "So I thought I could be the first ever house husband, you know, cooking and cleaning.  Turns out, I suck at that too."

"I'm really good at that stuff," Once-ler said.  "Maybe I could help you win Peg back."

"Look, I appreciate the offer but I really don't want to impose on you," Billy told Once-ler.  "Especially with you working so hard to sell your thneed."

"I don't mind," Once-ler insisted.  "You've offered to help me with Kat.  The least I could do is help you with Peg."

"Okay, I'd really appreciate it," Billy said with a smile.

Once-ler continued washing dishes as he thought about how Billy was nothing like how Kat described him when they were children.  She always said that he was selfish, lazy and always invaded her privacy.  Now, Billy was offering to help him with Kat and didn't even ask Once-ler to help him with Peg and Carrie.  This was definitely not the same guy who hit on Isabella years ago.

                                     * * *

A/N: Well, what do you think?  Has Once-ler made a new friend or is Billy using him for his own gain?  I hope I didn't make Kat out to be a complete bitch in her conversations with Billy.  I stole the circle from That 70s Show as well as the line about the car that runs on water.  It was my first time writing stoners, so I hope I did a good job.  Read and review, as usual, and don't be afraid to be honest with me about what you think.