DISCLAIMER: The characters herein are used without permission. No infringement intended.
AUTHOR'S NOTE: This isn't a true crossover because the main story centers around SBTB characters but I will be inserting characters from other shows into minor supporting roles. Alex Russo from Wizards of Waverly Place is the first of these. In this story though, Alex is a senior and about to graduate and is NOT a wizard. Alex is 18 in this story. There's no magical aspect to her character here...sorry. Hannah Montana and Robby Ray are also in this a bit. Though haven't decided if Miley will make an appearance or if I'll just stick to Hannah. For those true SBTB fans...sorry but I always thought Eric and Tori would make a great couple. So, they are married here but this Tori NEVER went to Bayside. Other characters from other shows will pop up at random intervals in random places. I don't own any of the cameo characters either. Enjoy the story!!!
ARCHIVING: Only with the permission of the author.

What Drives Her
By Acathla


Chapter 1

May 9, 2008

Jessica Jessie Spano was enjoying a rare Friday morning off from work in her New York City loft. She didn't have to be at the studio until one, for hair and makeup. Jessie had a light breakfast of fruit and fresh orange juice and had collected the mail that had built up the past week. Jessie had been out of town for a week on a job and she'd only gotten back the night before. She'd insisted on pushing back her next job until the afternoon, citing jet lag and a need to refresh her batteries. Luckily, she was in such high demand that her request was met with very little objection.

Jessie was sorting through the stacks of junk mail, bills and store flyers when she came across a thick white, elegant looking envelope. Curious, Jessie stopped her sorting and gave it her full attention. There was no name just an address in California on the back to attest to the envelope's origin. Carefully, Jessie opened the envelope and pulled out the three pieces of paper contained within and glanced at them.

Laying them out on her kitchen table, Jessie saw that one was an invitation, the other was an RSVP card and the third was a stamped, addressed envelope with the same address that was on the outside of the bigger envelope. Jessie picked up the invitation and read it to herself.

As the words on the page registered in her brain, Jessie felt her heart skip a beat before pounding again in a faster cadence than before. It was an invitation to the 15 Year Reunion of the Bayside High School Class of 1993. Absently, Jessie noted her hand was shaking as it held the invitation.

Jessie had missed her 5 year reunion because of law school, and she'd had to miss the 10 year reunion because of work. Jessie wondered if she was brave enough to face her old friends this time around.

It had been fourteen years since she'd seen them; at Zack and Kelly's wedding in 1994 to be exact. Yeah, she'd had a few lunches with Lisa when they'd been in college, both of them being in New York City for school but, once Lisa's fashion designer career took off, they too had drifted apart.

Jessie sat on her couch, remembering the last time she'd seen...her. Kelly Kapowski, now Kelly Morris she reminded herself, and her heart twisted. Kelly had sent her an invitation to her wedding to Zack Morris. Zack had been Jessie's best friend since kindergarten. They'd grown up together and shared just about everything...even a crush on the prettiest girl in their high school, Kelly.

Jessie could remember with blinding clarity the moment she'd realized she was falling for the girl her best friend was in love with: it had been during the dance contest at the Max. Until then, Kelly had just been, at best, a friend. They hadn't really been that close but, being friends with Zack who was constantly trying to get with Kelly had brought Jessie and Kelly, along with Lisa, together as friends united against the guys who tried every trick in the book to get with them. But mostly, it was Kelly that was chased. She was the head cheerleader, captain of the volleyball team and beautiful in a way that no one at 16 had a right to be.

But, then came that damned dance contest. Zack and Slater competing to be the one Kelly chose to dance with, deciding on a mini dance off to help Kelly decide. Jessie had watched, with wry amusement, her friend's antics. Zack was a schemer to a degree that, if given the right (or wrong) target could make him very dangerous. But Jessie knew he never meant any real harm so she usually just overlooked it. He was her best friend after all, she knew him better than anyone else.

Though she was surprised when he came to her, admitting he couldn't dance and asking for lessons. Being a good friend and also not wanting to see Zack embarrass himself like that in front of Kelly and Slater, Jessie had agreed. She'd given him lessons and it had been fun.

To her surprise, when the big moment came for Zack to dance for Kelly, he'd retired the field so to speak and asked Jessie to be his dance partner. Jessie agreed, and they'd done pretty well but...that contest was the beginning of what would turn into a three year long torture session. Kelly's red, spandex dancing outfit had stunned Jessie.

It was cut just right and looked sexy as hell on the perky cheerleader. Seeing Kelly in the outfit, Jessie had felt the first stirrings of a feeling that would, over the years, become both her salvation and her damnation. Jessie fell in love with Kelly right at that moment, though she didn't know that at the time.

Jessie took her time, on her own, to figure out why just seeing Kelly brightened her day and why, when the shorter girl wasn't around, her day seemed a little dimmer.

At school, with her friends, she put on the act of being the same old Jessie. She kept her studies and her grades up, that was an automatic function at that point. She didn't indulge or even acknowledge her inner turmoil until she was home, alone, and could give it serious, uninterrupted thought.

High school, for Jessie Spano, was both the best and the worst time of her life. The best because she had great friends and she was fairly popular, the worst because, she had fallen for the head cheerleader and couldn't even act on it. Jessie thought back on her brief relationship with Slater.

It was ok but she knew he wasn't the one she wanted...she wasn't the one he wanted either and it was ironic to Jessie, even then, that they both wanted the same person. But Kelly had chosen Zack in the end. They'd gone to the prom together, well sort of, and they became Bayside's "it" couple.

Jessie and Slater got together almost by default. Their bickering bordered on verbal foreplay at times but beyond a few kisses, they'd never really done anything. Jessie wanted so badly to just fall for Slater and forget about Kelly but...that wasn't possible. So she'd continued the charade as long as she could before she finally broke down and realized that it wasn't fair to either of them and she'd ended it with him. Thankfully, they parted as friends and there were no hard feelings.

Jessie spent a lot of time nursing her aching heart. She even became a cheerleader (though at the time she claimed it was because it looked good on college applications) so that she could spend more time with Kelly.

Coming back to the present, Jessie shook her head as she thought about the things she'd done for the girl who'd stolen her heart without even knowing it.

Kelly rarely ever had to ask Jessie twice before she gave in and did whatever Kelly wanted. Jessie sometimes wondered if Kelly knew about her feelings and had used them to get her own way...but she always dismissed that thought as absurd. Kelly would never be that manipulative, it just wasn't in her.

That wasn't to say Kelly couldn't scheme with the best of them. Especially when it involved teaching Zack a much needed lesson after one of his own schemes was discovered. Kelly usually got Jessie involved in some way, as well as their other friends and even a few times going so far as to get the entire school involved. In those times, Jessie usually sat back in awe at the way the brunette's mind worked.

Jessie knew Kelly wasn't an airhead cheerleader, though at times she took the role a bit too far, but she really had a talent for payback. Jessie was glad she'd never been on the receiving end of all that talent. Though she always wished she'd been on the receiving end of another talent the cheerleader had (according to Zack who listed the cheerleader as the best kisser he'd ever met). There really wasn't much Zack didn't share with Jessie in those days.

When Zack and Kelly had broken up, Jessie was so conflicted she almost went insane. On the one hand she was sorry her best friend had gotten his heart stomped, but on the other hand, she was glad Kelly was single again...until she found out that Kelly had dumped Zack for her college student boss, Jeff. Jessie, like their other friends, was caught in the middle of the breakup, not knowing which side to come down on.

Luckily, their friendships had survived and it almost was like Zack and Kelly had never dated. Zack had other girls, Kelly had Jeff for a while until she caught the idiot cheating on her. There'd been other guys and Jessie had a front row seat for all of it. She played the role she had carved out for herself as 'best friend' to Kelly and Zack.

She played it so well, no one ever even noticed that she was dying inside. Soon, Jessie began secretly counting the days until graduation when she could find a way to get far away from Kelly and, maybe, find a way to finally get over her.

The old adage: Be careful what you wish for floated through Jessie's brain as she remembered the week after graduation. There'd been the usual parties to celebrate the end of high school. One in particular, came back to her mind with vivid clarity.


A bonfire on the beach at night was the setting for the gang's final farewell. It was Sunday night and a week had passed since they'd all graduated. Rather than have another big blowout, the six friends had chosen instead to hang out at the beach.

They'd spent the day swimming, tanning, and talking. Playing in the water with a carefree abandon that came from knowing they were one step closer to being free. They all still lived at home but would be moving into the dorms the following week.

The day had faded into evening and the guys had sparked up a bonfire. They'd laid out blankets on the sand by the fire and settled onto the blankets.

Zack and Kelly shared one, Jessie and Slater were on another one, and in a rare show of affection, Lisa had shared hers with Screech, citing that since it was their last night all together she could make the sacrifice.

So they all sat around, recalling memories from their years at Bayside.

At one point, Kelly reached into her bag that was behind her and pulled out a cassette case. She looked at it as the gang fell silent and looked at her.

Kelly looked up and caught Jessie's eyes then, she smiled as she held up the cassette, "remember this?"

Kelly tossed the cassette to Jessie who caught it easily and read the label on it. "Hot Sundae: Go For It." Jessie read out loud, "yeah, best time I ever had, even if I was flying high on caffeine pills at the time." Jessie smiled though as she said that, letting the gang know she was fine with the memory and done with her 'drug problem'.

Jessie turned to Zack then as she said in a low voice, "thank you Zack, for...you know..." She couldn't bring herself to say the words. Zack had come to her rescue that night when she'd finally crashed from the caffeine high. It was the scariest moment of her life and her best friend had been there to catch her when she fell.

Zack, blushing a bit, just said, "You're welcome, but you never have to thank me for being your friend Jessie. I'm just glad it all turned out ok."

A chorus of 'me too' echoed from their friends, though it seemed that Kelly's was louder and more sincere. Jessie looked at Kelly for a moment.


Kelly, stalling because she didn't know how to say what was on her mind tried playing dumb, "What, what?"

"What were you thinking about just now?" Jessie asked, careful not to let her own emotions show through. She was dangerously aware that this method of questioning toed the line between friends and something more.

Kelly paused, aware that the whole gang was waiting for her answer, "I was just thinking that I am glad you came through that ok...and how sorry I am for the pressure I put on you to sing."

"Kelly, it wasn't your fault. We were all excited about singing, right Lisa?" Lisa just nodded her head, staying silent because she knew, better than anyone, that Kelly was still mentally punishing herself for that incident.

Lisa had become Kelly's confidant soon after the singing debacle and she had listened far too many times as Kelly would often bring that particular stick out of the past and mentally beat herself over the head with it. Kelly, more than Lisa and Jessie, had wanted that recording contract. She'd wanted to be famous and make tons of money to help her family out. Knowing that her ambition had almost cost Jessie her health and possibly her life, had left Kelly kicking herself to this day.

Jessie went on, "so relax Kelly. It wasn't your fault. I chose to take the pills no one forced me. Ok?" Jessie hoped she'd convinced Kelly. She never blamed Kelly, even if the only reason Jessie was even singing was because Kelly had asked her to and she would do anything for Kelly.

Kelly was silent for a moment, thinking. Finally she looked back up at Jessie and smiled, "OK. Thanks."

Jessie just nodded. Soon the talk turned to future plans.

Slater explained that he turned down the scholarship to Iowa University because it didn't offer anything beyond wrestling. He wanted a career to fall back on after wresting and football were over so he chose instead to enroll in California University at Berkley with Screech.

Zack announced that despite his plan for Yale, he too would be going to CU Berkley. Zack knew Yale was probably a better school but he also knew he didn't want to move so far away from his parents. They weren't getting any younger. Zack's father had suffered a heart attack a week before graduation. It had been mild but enough to make Zack see how lucky he was to have them and so he changed his school.

Lisa was going to the Fashion Institute in New York City. Her dream was to be a fashion designer and FIT would be the first step towards that goal.

Jessie said she was going to go to Columbia University and major in pre-law. She was going to be a lawyer.

The gang had wished her well. Kelly said she'd been wait-listed by CU at Berkley but that she'd attend community college and get a job in the interim.

A few hours later they'd put the fire out and cleaned up the debris before leaving the beach.

Zack gave Screech and Lisa a ride home. Slater offered Kelly a ride but Jessie had beaten him to it and so Kelly got a ride from Jessie and Slater went home alone.

In the car, Kelly leaned back in the seat of the three year old Corolla that Jessie's father had given her when she'd gotten her license.

The ride was silent for a while before Kelly said, "I'm really going to miss you Jessie. California won't be the same without you."

Jessie was surprised but recovered quickly, "I'll miss you too Kelly. As for California, I don't think it'll miss me much. And you'll be busy with working and school so I probably won't be on your mind as much as you think I will." Jessie's voice remained light as she said the words that had been festering in her mind.

Kelly frowned, wondering if she should say what she'd been trying to say for a week now. "Jessie," Kelly turned to face her best friend, "I would never be so busy that I wouldn't think about you, and miss you."

Jessie didn't know what to say to that so she kept her mouth shut. She pulled up to Kelly's house and cut the engine. Jessie turned to Kelly. "That's a sweet thought Kelly but no one knows what the future holds."

"Jessie," Kelly bit her bottom lip before she took a deep breath and said, "do you really think I would ever forget the first girl I ever kissed?"

Before Jessie could say that they'd never kissed, Kelly closed the distance between them and kissed her. It was brief, sweet and everything Jessie had ever thought, hoped, and dreamed it would be, only shorter.

Kelly pulled away, all her courage used up in that moment and looked at Jessie. She saw the shock, the disbelief and, against all hope, she also saw what she thought was love in the other girl's eyes. It was all gone before Kelly could be sure as Jessie's eyes changed and a wall came down over them.

Kelly hoped she hadn't just ruined a great friendship because she was too selfish to stop herself from wanting more.

Jessie, scared, did what she did best and hid behind the wall she'd erected years ago to hide her feelings for Kelly. "Well, it's late Kelly. I need some sleep before my flight to New York. Goodnight."

The dismissal was clear in her voice and Kelly knew better than to argue. She slipped a piece of paper with her address and phone number on it into Jessie's hand that was resting, limp, against the seat. "You know how to reach me Jessie. Please keep in touch. I'll miss you. Be careful in New York. Goodbye."

With that, Kelly slipped out of the car and went inside her house. She ran into her room, tears in her eyes, and flopped onto her bed and cried her heart out. She'd finally gotten the nerve to act on the feelings she'd been having since Lisa's fashion show disaster, and she'd been shot down. She'd messed everything up and for what? Kelly cried until she fell asleep, praying that she hadn't made the biggest mistake of her young life.

Jessie sat in her car for what seemed like an eternity before she turned the key and drove home. Kelly had kissed her! Jessie was on autopilot for the rest of the night. Her mind replayed the kiss on an endless loop until she couldn't take it anymore and fell asleep, wishing she didn't have to leave the next day.

{End Flashback}

Jessie was brought back to the present by the ringing of her cell phone. She glanced around and saw it on the coffee table. It was her Razr, the phone she used only six months out of the year.

Jessie picked it up and looked at the caller ID before she answered in her customary, "Phillips."

"Carlene, where are you? It's almost one! Are you on your way?" The voice belonged to Alex Russo, her personal assistant. Alex was a senior in high school and had been working as Carlene's personal assistant since she was a sophomore. Jessie had met Alex when she'd stopped into her family's sandwich shop for a bite to eat one warm summer day. Five minutes in Alex's company had convinced Jessie to offer the young girl the job. Jessie only needed her from March through August and most of that time was summer vacation for Alex. Alex's parents had agreed to let her take the job, thinking it would instill responsibility in their daughter. So far the arrangement worked great. Alex's school work always came first but she also managed to do her job very well. Cell phones and email were wonderful things. They allowed Alex to do her job while attending her classes. Jessie hoped Alex would stay on as her assistant when she started college in the fall at FIT.

"I'm walking out the door right now Alex, relax. I'll be there on time."

"I would relax if I didn't have a photographer, two ad execs and a half a dozen other people breathing down my neck wondering where you are. Just hurry ok?"

"OK, on my way."

Jessie hung up the phone and sighed. So ended her brief few hours as Jessie Spano.

Jessie lived a double life but she'd found a way to balance both with only a bare minimum of spill over.

A year after she'd passed the bar exam and went to work for the DA's office in New York, Jessie was on vacation in Cancun and had been hit on by a sexy, dark haired woman who claimed to be a photographer. Being the cautious person that she was, knowing that she couldn't flaunt her lesbianism at the DA's office, Jessie always used an alias when she met women.

Jessie had introduced herself as Carlene Philips (pulling the name from a song she'd heard once and loved) and they'd hit it off. A few nights of fabulous sex and days filled with Jamie (the photographer) taking her picture and trying to convince her she should be a model and Jessie started thinking it might be fun.

Always the planner though, Jessie had come up with a way to have the best of both worlds. She truly did love being a lawyer. The courtroom was her home turf and she had an excellent win/loss ratio.

So, Jessie decided to create Carlene for real. Since she couldn't devote the full measure of attention to both lives at once, Jessie left the DA's office to start her own law firm. She convinced her stepbrother, Eric, who was also a lawyer to join her and they became partners.

Eric had met her at the airport when she'd flown to New York to attend college. They'd bonded over their college classes, both being pre-law, and soon Jessie was thinking of Eric as her brother, not her stepbrother. Eric was the first person she'd told about her plan for being Carlene.

He'd supported her decision and even helped her pick out the wig she wore as Carlene. Jessie's own hair was light brown/dark blonde and far too recognizable. She donned a short, black wig when she did anything as Carlene. She also used colored contacts to change her hazel eyes to a bright blue.

The transformation was astounding. Even Jamie hadn't recognized her when they'd bumped into each other on the street one day.

Jessie was 33 now but her modeling career was still red hot. Despite her age, which she never revealed to anyone, Jessie was in demand because she still had the body of a 21 year old. Toned, tight, tanned and built for sin. It also had something to do with the fact that she only worked as a model from March through the end of August. From September through February, Jessie came back 'alive' and practiced law.

The balancing act had a few snags, cases that would drag on until mid March or a modeling job would run over until the first week of September. But for the most part she managed to schedule her time to fit both her lives.

Jessie rarely traveled out of New York until June when Alex was out for summer break. This year though, being a senior, Alex was graduating in a week so finals were over and all that was left was the ceremony. Jessie smiled as she adjusted her wig and thought about her personal assistant.

Alex was a little weird sometimes but it was quirky. She was a hard worker and she even saved Jessie from a meltdown a few times when the older woman needed a coffee jolt. Jessie knew better than to overdo it with the caffeine and she never took those caffeine pills. But she had learned to love iced mochas and Alex knew that keeping her boss happy required very few things, but an iced mocha was always on that list.

Jessie finally got the wig on right and made sure there were no wayward strands of her own light brown hair peeking out before she moved on to her contacts. Jessie stood in her spacious bathroom and reached into the medicine cabinet.

There was a trick to the cabinet, one she'd had custom designed for her needs. Jessie slid her hand over the bottom shelf until her fingers found the tiny bump that no one would think to look for let alone ever notice. She pressed down on the bump and heard the satisfying click of the latch disengaging. Jessie used both her hands to gently slide the hidden drawer out from what looked like the wall but was really an extension of the cabinet. When it was opened fully, she reached in and pulled out the contact lens case that contained her blue contacts.

Jessie had 20/20 vision, the contacts were just for the color. They turned her normally hazel-green eyes to a bright vivid blue. Jessie carefully inserted the contacts in her eyes and blinked a few times to get used to them again. She may have just gotten back from a trip to Jamaica for a photo shoot as Carlene but the lenses she used then were disposables. She always took disposables with her on the road, they were expendable. The ones in her eyes now were not disposable. They had a special tint added to them that enhanced the blue even more.

The tint was too expensive to add to disposables. Jessie closed the special drawer and relocked it. Now that she was back in New York, they would stay out where she could get to them.

Sometimes, Jessie felt like a female Superman/Clark Kent. Except in her case it was Supermodel/Lawyer. Jessie looked into the mirror and, as always, was a bit surprised by the transformation. It never ceased to amaze her what a big difference a wig and some contacts made in her appearance.

Jessie turned around and headed to her bedroom. She went to her walk in closet and, again, there was another hidden panel that she opened and pressed a button. There was a low whirring as Jessie's rack of suits and conservative outfits that she wore in her lawyer life moved to the left and towards the back to make room for the rack of loud, wild, sexy outfits that 'Carlene' was known for wearing. Jessie waited as the rack finished moving. She smiled, she loved becoming Carlene.

Jessie's hand slid over the hangers of clothes before stopping at a red, halter top with a black miniskirt. Jessie grinned. She took the outfit out of the closet and moved over to the shoe racks. She picked out a pair of black heels and quickly changed from her comfy tank top and boxers into the sexy, snug outfit.

Once changed, Jessie walked over to the full length mirror in the corner and studied her reflection. She smiled as she said, to no one but the mirror image, "Jessie Spano has left the building. Carlene Phillips is now in residence."

Jessie giggled. She knew if anyone knew about her ritual of announcing the transformation they'd think she was nuts, or had multiple personalities.

Jessie grabbed the keys to Carlene's car and left the loft. It was 12:45, Carlene had fifteen minutes get to the photo shoot before Alex called her again. Carlene slid into her car and was soon speeding through the semi thin midday traffic of New York City.

Part 2

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