Nancy Dawes, one of my best friends, pirouetted doubtfully in front of the full-length dressing room mirror. "How about this one?" she asked.

"I really like that green on you," volunteered Hannie Papadakis, my other best friend, scrutinizing every inch of the dress. "I don't know about that bow in the back, though."

Nancy craned her head around, trying to check out the fat bow sitting at the bottom of her spine. "What do you think, Karen?"

"It's okay," I said, slouching back against the wall and twirling my hair around my finger.

What I wanted to say was that this dress wasn't any better or worse than the other million dresses lying all over the dressing room floor, and couldn't she hurry up and pick one already? But that would have been rude, and it would have hurt Nancy, so I tried to keep my mouth shut and look interested. I wasn't doing a very good job.

All of this was my fault, anyway. Every year Stoneybrook Academy, which is the school that Hannie, Nancy and I all go to, has a 6th grade dance, but I was the one who decided way back in September that this year, our dance should be a prom, because we are graduating from our building, where we are the oldest kids there, so it is really a big occasion. And I, Karen Brewer, presented the idea to the principal and got her to sign off on it, and I got the rest of my class excited about the sixth grade prom.

Now, one week away, I was sick to death of the prom, but I couldn't admit that. I had to keep my mouth shut. And if there is one thing I am famous for, it is being a loudmouth.

"Maybe I should try this one on again," Nancy mused, picking up a hot pink dress with sequins.

"No, no pink!" Hannie said emphatically. "Besides, it was too long for you."

"I could get it taken up,' Nancy pointed out, holding it up against her body. It puddled on the floor at her feet.

"Well, if it has to be pink, why not this one?" Hannie said, waving a dark rose-colored dress with satin flowers along the neckline.

"I like that one," Nancy said, "but it's too loose in the--" she lowered her voice to a whisper, "--boob area."

Both of them dissolved into a fit of giggles. Nancy's chest is still pretty flat, like mine, but Hannie has the biggest boobs of anyone in the sixth grade. She actually needs to wear a bra! Her bras are the grown-up kind, even if they are the smallest size that they make for grown-ups, and one of them even has lace on it. She showed it to me.

"If you don't mind having alterations done, you can always get it taken in in the---boob area."

Luckily, Nancy and Hannie were too busy laughing to realize that I wasn't laughing with them. Nancy put on the rose dress again, and I brooded about the prom.

When I had come up with the idea, I had assumed that the Three Musketeers--that is what we used to call ourselves when we were younger--would all go together. Last year, when my stepsister Kristy was a senior at Stoneybrook High School, she went to her prom with a group of her friends, and they looked so pretty and old when they posed for pictures together in our living room.

Then somebody asked Hannie to prom. And not just anybody, either. It was my second-grade husband, Ricky Torres. Now, our playground marriage was not official, so we didn't have to hire lawyers and get a divorce like Mom and Dad when we realized that we were actually not going to be together forever, but I had never really thought about the idea that he might be interested in someone else. And that someone might be my oldest best friend, Hannie. And that Hannie would actually go to the prom with him.

Nancy didn't even wait for anyone to ask her. She went right up to Hank Reubens during lunch and asked if he would go with her, and then came back to our lunch table, blushing bright red. She said she hadn't told Hannie and me that she wanted to ask him, because if she had talked about it beforehand she wouldn't have been able to get up the nerve.

"What do you think?" Hannie asked. She was standing behind Nancy, holding her dress in the back so I could see what it would look like after the alterations in the boob area.

Hannie was right. It was the perfect dress for Nancy. Her face glowed like she had snuck out to the makeup counter and gotten a makeover while I wasn't paying attention.

"You look gorgeous," I said honestly. Nancy beamed and twirled, pulling Hannie along behind her so her dress didn't fall off.

"Don't you want to look for a dress while we're here, Karen?" Hannie asked. She had already found her own white dress weeks ago.

"No!" I shouted. Nancy and Hannie looked at me funny. "No," I corrected myself. "I mean, I already figured out what I'm going to wear, and it is so cool. I want it to be a surprise."

Great. Now I not only had to find a dress, all by myself, but it had to be something really special and unique and surprising. See what I mean about my big mouth?

When Mrs. Papadakis dropped me off at the big house, I had it all to myself. Dad and Elizabeth were at a fundraising dinner in Stamford, a note on the refrigerator reminded me. My stepbrother, David Michael, was at baseball practice, and my adopted sister, Emily Michelle, was at her violin lesson. Maybe Ben Brewer was still haunting the third floor, but if so, I didn't hear him.

Shannon, the dog, found me flopped on my bed. She licked my hand, and then bounded up on the bed and licked my face.

My big house family is pretty small, compared to what it used to be like. My two grown-up stepbrothers, Charlie and Sam, both moved out, and Sam is in college now and Charlie is engaged and living with his girlfriend, Rachel. My own brother, Andrew, is still living in Chicago and I only see him when I visit my old little house family there or they visit me here in Stoneybrook, although he calls me all the time on his cell phone and sometimes we talk for hours and hours.

The saddest thing was that Nannie, who had been like my grandmother since she moved into the big house to help take care of Emily Michelle, had died. She had ovarian cancer and it was very quick. It seemed like one day she was zooming around town in the Pink Clinker, running her own business making candy, and keeping tabs on all of us at the same time, and the next day she was in the hospital, making faces and complaining about the food, and the next day I was at her funeral, crying so hard I could barely hear all the things that people were standing up to say about her.

I cried almost as hard when Kristy went away to college last year. Kristy was my baby-sitter, and then when Elizabeth married my father she became my stepsister, but most of all, she is my hero. We look like total opposites, which isn't surprising considering that we're not blood relations, but everyone tells us that we are a lot alike. Kristy isn't quiet, either. She's smart and full of good ideas and people don't mind so much that she's loud and bossy because she gets them to do amazing things. I want to be lots of things when I grow up, but mostly I just want to be like Kristy.

I was thinking a lot about Kristy that evening in between brooding about the prom, which explains how I came up with the first part of my great idea. I slipped into Kristy's room, which we kept for her when she comes back to visit, but since she isn't a real two-two, it's missing all the important things, like her posters and her catcher's mitt and her collie baseball cap, that she brought to college with her.

Still, when I dug around in the back of her closet, I found what I was looking for. It was a long, yellow satin dress, with a high ribbon sash and short sleeves. It didn't look exactly like any of the five zillion dresses that I'd seen at the mall that afternoon. What it did look like was my matching flower girl dress that I had worn when I was six and Kristy was 12 and we were both in Dad and Elizabeth's wedding together.

I tore off my school clothes, slid Kristy's bridesmaid dress out of the plastic sheath, and stepped into it. I couldn't zip it all the way in the back without help, but still, I could tell that it fit me perfectly.

It was like a Sign. If Kristy's dress fit me, that meant that I could go to the prom by myself if I wanted to and dance and have a good time and not worry about my best friends and their dates. I twirled in front of the mirror and watched the skirt swish out, like Nancy had done in the dressing room.

Normally, I like to shout my great ideas to the rooftops, but for some reason I wanted to keep this one to myself. Luckily, nobody was home but Shannon, and she couldn't understand me, although she wagged her tail when she saw how excited I was. I had already tucked Kristy's dress away in the back of my closet when Emily Michelle got home, clutching her violin.

When Emily Michelle first came to live with us, she was very quiet and shy. Dad and Elizabeth explained that that was because she didn't know English yet and besides, she had had a hard life in the orphanage in Vietnam. Now Emily Michelle is in first grade, and she may be shy compared to me, but she's not always quiet. She's already so good at the violin that she plays in recitals with kids twice her age.

"Hi, Em," I said as I pulled the leftover Chinese out of the fridge to reheat for our dinner.

"Hi, Karen," Emily Michelle said seriously.

"How was violin?" I asked. Emily beamed.

"I'm learning a new song! Want to hear?" She had her half-size violin halfway out of its case already.

"Whoa, whoa, whoa," I said, punching the buttons on the microwave. "Let's eat first, okay?"

"Okay." Emily Michelle tucked her violin neatly back in its velvet resting place. "Is David Michael home yet?"

"Nope," I said. "He's having pizza with the Pikes. It's just us girls tonight."

"Oh, goody," Emily Michelle said. "Can we have ice cream for dessert?"

She knows that I always like to give her a special treat when I'm sitting for her. I learned that one from Kristy.

"Of course," I said.

We ate Chinese and chocolate-chip cookie dough ice cream, and then Emily sounded out her new song for me while I did my social studies homework and finished a math worksheet and read Anne of Avonlea.. Dad and Elizabeth came home and ate a second dinner because they said the food at the fundraiser dinner had been practically inedible, and David Michael called to ask if he could spend the night at the Pike house because he and Nicky and Margo were in the middle of an epic game of Risk.

It was a quiet evening, and it made me miss the way our house always used to be a complete madhouse, but it was also sort of nice.

The week went by quickly. It helped that besides the week before prom, it was also the second-to-the-last week before the end of school, so everyone was busy with study groups and flash cards and printing out hundreds of pages in the school library for research projects that they were supposed to have been working on all semester. Even I was busy, finishing my story about a princess who gets turned into a dragon and has to save the prince from an evil sorcerer, which was my final project for English. It was based on a story I had been telling Andrew over the phone when he couldn't fall sleep in Chicago.

"Hey, Karen," said someone standing over me as I sat at our favorite favorite lunch table in the corner, waiting for Nancy and Hannie to get back from the lunch line.

I didn't deign to turn around. "Hi, Pamela," I said.

Pamela Harding and I are not friends. In fact, we are pretty much enemies. I try to avoid her since the time we got in a fight in fourth grade and I got suspended, but she's really good at getting under my skin.

"I heard you had some kind of special dress for prom," she said. "Where'd you get it?" She didn't even wait for me to answer. "My father took me to Paris to pick mine out. It's a Lily Haas. It cost seven hundred dollars."

"Well, my dress is unique," I retorted, "and you will just have to wait until tomorrow night to see it."

Pamela just laughed as she walked away.

I could have just died. I didn't know how Pamela had heard anything about my dress. Hannie or Nancy must have mentioned it or something; after all, everybody was talking about their plans for the prom. My two best friends would understand why my stepsister's bridesmaid's dress was special to me, but to anybody else, it would be just another dress. And to Pamela Harding, it would be a tacky old dress that was years out of date and wasn't even made by a famous designer in Paris.

I thought about my options. I could ask Dad to fly me to Paris and pick out a dress, except he would say no, and besides, by the time I got back, the prom would be over. I could go to New York, which is closer, but still it would be hard to explain to my parents, and any fancy designer dress would probably cost me all of my savings, even if I didn't spend seven hundred dollars. I could skip the prom and claim that I had the black death. I could run away and live with Mom and Seth and Andrew in Chicago and never come back to Stoneybrook ever again.

"Karen!" Nancy said. "Hank told me that he bought me a corsage! Apparently it's pink to match my dress, but he couldn't remember what the flowers were called. His mom helped him pick it out."

I smiled and tried to look interested. I couldn't skip the prom, right? The other two musketeers would miss me.

Or maybe they would be so busy with their dates and dinner and corsages that they wouldn't even notice that I was gone.

I don't know how I got through the rest of the day because I don't remember any of it. I suppose I must have turned in the second draft of my story, taken a math quiz, and gotten on the bus home, because that is where I ended up, staring at Kristy's dress, which I had spread out on my bed. I could hear Emily Michelle practicing her violin next door, halting and feeling for the right notes.

This is when I came up with the second part of my great idea. I had said that my dress was going to be unique. I could take Kristy's dress and turn it into my own one-of-a-kind creation. Pamela would be so jealous. She would ask me what designer did my dress and I would say oh, her name is Karen Brewer, perhaps you've heard of her?

I only know a little bit about sewing, but that was okay, because what I was envisioning was something with a punk aesthetic. I cut off the capped sleeves, basting up the edges in what I hoped was an artfully artless way. I used safety pins to alter the skirt so it was rucked-up and asymmetrical. For my finishing touches, I deconstructed a black lace veil from my old dress-up trunk in the attic and used part of it to edge the hemline, part of it to create a faux-corset in the front, which I also fastened with safety pins, and part of it in my hair, which I tied back in a messy bun. My final touch was a pair of old combat boots. All I needed were some fishnet tights to complete the look.

I looked over my work in the mirror. It looked very, very cool. I somehow doubted that Dad would totally approve, but I was sure my classmates probably would. Even Pamela Harding would have to be impressed.

I had suggested renting a limo to take me to the prom, but Dad had vetoed that idea immediately. He said that I could ride in his red sports car, which was plenty elegant for the occasion, and that we would go out for dinner beforehand at Chez Maurice, the fanciest restaurant in Stoneybrook.

He also hinted that he had some kind of surprise for me, but no matter how much I begged and pleaded, he wouldn't give me so much as a hint.

"It's a surprise," he said firmly, and I supposed I couldn't complain, since I was keeping my revamped prom dress firmly under wraps until the last possible moment.

Because Hannie lives right in my neighborhood, I went over to her house to help her get dressed. Nancy, who lives across town, next to what used to be the little house, kept calling us to keep us updated on the state of her toilette.

"I hate pantyhose," was her latest report.

"They make me feel very grown-up," Hannie said, buckling her white sandals. We were using speakerphone, which was almost as good as being in the same room.

"Well, being grown-up is itchy, then."

Hannie really did look grown up. "You look like you're in high school, at least," I told her as she stared into her own reflection in the mirror.

Mrs. Papadakis had helped her put her hair up, with one smooth dark curl on either side of either side of her oval face, her olive-skin set off gorgeously by her simple white dress.

I checked my watch. "Oh no!" I exclaimed. "I have to go home and get dressed!"

"Should I come with you?" Hannie asked, adjusting one shoulder strap.

"That's okay," I said. "I'm going to unveil my surprise dress at the prom."

"Okay," Hannie agreed, "I'll see you there."

I ran back to my house, ignored all the usual weekend chaos, and put on my new punk prom dress. With the fishnets that I'd bought downtown at Zingy's, my outfit was perfect. I just needed somebody to zip me up in the back.

"Elizabeth?" I called, tearing around the house in my combat boots. "Elizabeth? Dad? David Michael? Emily Michelle? Anybody?"

I found all four of them downstairs in the living room, along with one person I wasn't expecting to see at all.

"Kristy's home!" David Michael shouted, unnecessarily.

"See, wasn't that a good surprise?" Dad said smugly, and Elizabeth threw her arms around Kristy.

I hung back, suddenly shy and tongue-tied.

Kristy, who hadn't seen any of us since winter break, went around hugging her stepfather and David Michael and Emily Michelle, who had all crowded around her. Then she got to me, trying hopelessly to blend into the wallpaper, and she stopped, looking a little puzzled.

"Karen, you look nice," she said. "Where'd you get that--IS THAT MY BRIDESMAID'S DRESS?"

I stared at my combat booted toes.

"WHAT DID YOU DO TO MY DRESS?" Kristy demanded. I wasn't sure when the last time I had seen her so angry. Probably never.

"Now, Kristy," Elizabeth said, trying to put a calming hand on Kristy's shoulder, but Kristy was having none of it.

"You ruined my dress," she said flatly. "You ruined my dress. You didn't even bother to ask me before you used it for some kind of dress-up game."

Guilt washed over me and I started to cry. All this time, I'd been thinking about Kristy, and I hadn't even thought about Kristy at all.

Kristy ignored me. She spun around on her heel and pretended like I wasn't even there. I fled to my bedroom, where I tore off the dress and flung it on the floor, and then picked it up again and tenderly folded it, then realized that with all my snipping and basting and reconfiguring it would be impossible to make it right again and tossed it back on the floor.

Still wearing a slip, fishnet tights and combat boots, I threw myself on the bed, sobbing. Kristy hated me. The prom was ruined. Kristy would never speak to me again.

Somebody knocked on my door. "Go away," I shouted.

"Sometimes, when Kristy gets really mad, you just have to wait for it to blow over," came David Michael's voice through the door. "Remember when I left her favorite mitt at the park and it got stolen?"

The rest of the family took turns telling me that everything would be okay. The only person who didn't come to my door was Kristy.

Emily Michelle didn't say a word. She just sat outside my door, playing a sad song that she'd performed at her last recital. It expressed the depth of the sorrow I felt in my soul.

Hannie and Nancy did notice that I didn't show up at the prom, and they called me, but I pressed the ignore button on my cell phone. They called the house, and I refused to come to the phone. I wanted to be alone.

I cried until I couldn't cry any more, and then I hiccupped. I was still lying awake and staring at the wall when somebody eased my door open.

"Karen?" Kristy said softly.

I hiccupped again as I sat up. "Yeah?"

"I'm sorry I yelled at you before," Kristy said, perching uncomfortably on the edge of my bed. "Is there anything that you want to talk about?"

I poured my heart out in one long run-on sentence. "We're having this dance at my school only I turned it into a prom because we're graduating from the building and I thought the Three Musketeers would go together because all for one and one for all but Nancy's going with Hank and Hannie's going with Ricky my ex-husband and I didn't want to go with anyone and I didn't want to shop for a dress and I found your dress in the closet and it was perfect only Pamela Harding got a dress from Paris that cost seven hundred dollars and I told her that my dress was going to be unique so I made all kinds of alterations to your dress and I'm so sorry!"

Kristy was silent for a moment. I suppose she had to take it all in. "I remember when I picked out that dress," she said finally. "It was special because I always kind of hated the idea of dressing up, but that dress, on that day, was just perfect."

"Yeah," I said.

"It was confusing for me, because I identified myself as the girl who wore jeans and turtlenecks and running shoes every day and didn't care about clothes at all. It took a while for me to realize that I was allowed to be more complex than that."

"Oh," I said. I wasn't sure I understood what Kristy meant.

"It's kind of like how I dated Bart on and off in middle school, and then in high school I had a crush on," Kristy's voice wavered, "one of my friends, so I figured I must actually be gay. And now I'm pretty sure that I'm bisexual. It's complicated."

"Oh," I said, and I thought I did understand something.

Kristy put her arm around me for a quick squeeze. "Your dress was very cool," she said, "even if I would have appreciated it more if you hadn't made it out of my dress."

"I never thought about what the dress meant to you," I said. "I guess I was just thinking about myself."

Kristy laughed. "I've certainly been guilty of that," she said. She put one arm around me, and I swiveled around and turned it into a full-on hug. I felt my arms break out in goosepimples.

"I'm sorry you missed your prom," Kristy said when I pulled away, elated and a little embarrassed.

"It's okay," I said. "I'd rather be home with you."

Kristy's eyebrows shot up, but all she said was, "Do you want some hot chocolate?"

"That sounds perfect," I said gratefully, and we tiptoed down into the kitchen together.

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