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It was a bright and sunny day in Hill Valley. The birds were singing in the town square, squirrels ran across the lawn. People were out shopping and going in and out of Lou's Diner. George and Marty walked together down the sidewalk, past the Diner, to a small shop called “Ruth's Frock Shop.”

“I don't understand what we're doing here,” complained George.

“Listen, George,” replied Marty, “I already told you, I came into some extra money recently and I want to spend it on my bud.”

He slapped his hand on George's shoulder and he flinched then shook his head. “But I don't understand why you want to buy me clothes. What's wrong with mine?”

Marty looks at his clothes, frowning, then, sees his offended look. “Nothing, nothing at all George, but there's always room for improvement, right? He took his father by the arm and began to usher him into the store. “Wouldn't you like to have some really great threads to wear, you can impress Lorraine with them.”

“Clothes don't make the man,” George said with conviction. “Besides, If Lorraine isn't impressed with me, she's not going to be impressed with my clothes,” He pontificated. “You can never judge a book by its cover.”

“Ya, ya,” Marty said practically dragging him into the store, “if you keep believing that you'll never get anywhere in life. George haven't you ever heard the saying 'dress for success?”

That caught George's interest, “no, I haven't, where did you hear that, is that Dale Carnegie?”

“Sure, it's whoever you want it to be,” said Marty, leading George over to the men's section. “Now George,” Marty reminded him, “money is no object buddy, pick out whatever you like, the sky's the limit.”

George looked around. “I don't know, nothing looks like it's in my size.” He started to walk away.

Just then a slick salesman stepped up.

“Nonsense!” Said the salesman, sizing George up and down. He smelled a big fish. “We've got plenty of duds in your size.”

“I don't wear duds,” said George, “I like comfortable clothes.” “These are VERY comfortable” Marty assured him.

“Well, do you want me to dress like you or something?” Asked George? Marty hesitated. “Well, no George, that would just be weird now wouldn't it?” “This whole thing is weird if you ask me,” George grumbled.

The salesman looked at Marty's attire and laughed, then said to George, “No, no, that will never do for you!” He coaxed George away from Marty. “You're much too distinguished and debonair to dress like that hipster!”

“Hey, I'm debonair...” Marty objected.

The salesman looked back and made a shewing motion to him. Marty took the hint and let the guy work his magic on George.

The salesman began to show him some really nice shoes. Marty called after the salesman, “he needs the whole ball of wax and make him look hip.”

George doesn't like the sound of that. “I don't want to look, “hip...”

The salesman looked back at Marty questioningly and Marty mouths the word... “hip,” and holds up a wad of cash. The salesman grinned wickedly then went to a pair of Sullivan slip on boat shoes, white and brown.

dress, he recognized it as the same exact dress his mother always had hanging in her closet, or it was just like it. He muttered. “My mom had one like this.” Looking up he sees a

woman shopping staring at him oddly.

“My mom has one just like it,” he said in embarassment. The woman just said, “mm hmmm.”

He blushed, put his hands in his pockets, turned and walked outside. Standing there in the doorway he looked around.

There were plenty of people hustling and bustling here and there in the late afternoon. “Marty!” He heard a familiar voice and turned. His mother. She stepped right up to him, looking at him like he was a movie star. The girl with her, Babs, was trying not to giggle and she too is giving Marty quick short looks of admiration.

“Oh, Lorraine, hi,” Marty said nervously. “What are you doing?” She asked.

“Oh, just hanging out.” Is all he could think to say. “In front of a clothing store?”

“Well, ya, I was thinking of... buying some... clothes.”

“Well, that makes sense,” she said, but I think your clothes are just dreamy!” She moved in closer and he blushed, backing up against the store window. “I haven't seen you since the fight.” She said, in a sultry voice.

“I've been busy.” Marty replied, taking a quick glance back in the store to make sure George doesn't see him talking to Lorraine.

“We never got to finish our date.” Lorraine said, moving a bit closer and dropping her voice low.

“Ya, well, I thought you and George were an item now.”

“Well, like I said, he's kind of cute and all, and he's very smart, but I like a man who can handle himself in a jam. You know, protect the one he loves.”

“George can handle himself!” Marty defended his future father. “Remember what he did to Biff at the dance.”

“Yes, I remember,” said Lorraine, “and I do appreciate it, but I think maybe that was just a lucky punch.”

Marty was visibly uncomfortable.

“You look like you're a professional boxer.” Lorraine moved closer. “I like strong...” closer she moved as Marty squeezed himself further back against the glass, “...athletic men.”

“I never knew that about you,” he said, pinned up and turning beet red. “There's a lot you don't know about me Calvin Marty Klein!”

“Ya, well, I always kinda thought of you as more than just a sister.”

“Well, brothers and sisters don't date each other at school dances, and make out in the parking lot, silly,” said Lorraine, backing off and looking a bit miffed. “That would be kind of creepy.”

“Oh,” he laughed nervously, “I guess you have a point there, but we really didn't make out, did we?” Marty countered.

“There's plenty of time for that,” said Lorraine, as she pulled some lipstick out of her purse and a mirror and began freshening up, as if in preparation.

Babs stood there giggling.

Marty looked into the shop and saw that it's possible George may be finished. The salesman was putting stuff in boxes and he waved at Marty to come in.

“Listen,” he said, inching past her toward the door, “I really gotta go but I'll see ya in school okay?”

She looked totally disappointed and confused by his avoidance. “You sure will! We can sit together in the lunch room if you want.”

He nodded and ducked back into the store.

Lorraine and Babs continue walking. “I never seen a boy play so hard to get before,” said Lorraine in frustration.

“Ya, but it's kind of, sexy...” Babs remarked.

Lorraine giggled. “Yes, it is, very. He's so shy, it drives me crazy! But I can work with that!”

“I know you CAN,” said Babs.

They both laughed together as they walked away.

Luckily, George was around a corner from the cash register and from his angle he could not see the provocative exchange between Marty and Lorraine.

* * * * * * * * * *

Most Americans who attended public schools know what a school cafeteria looks like. If you've seen one, you've seen them all. They usually double as the gymnasium and have the fold out bleachers lining the walls, and a stage at one end. The Hill Valley High school was no different, and it hadn't changed in 30 years. It was just as Marty had always known it.

Attending Hill Valley High school over 12 years before he was born was a mind bender, to be sure. Not only were they styles different, the language was different, the customs were different, it was literally a “whole new world.” He'd been there almost a week now, and it was getting increasingly harder to fend off his mother's advances. He would sometimes sit in the cafeteria, staring at that stage, trying to fathom how, 30 years from now, he'd be standing on that stage playing a form of rock and roll that wouldn't even be invented for another 20 years or so.

On this particular day, Marty walked with George through the cafeteria (as he did most days). He was sticking to his dad just like glue. This seemed to wear on George with each passing day though. Doc's plan just wasn't working.

They both have their trays. George was finally dressed to the hilt in his new clothes but people don't even seem to notice him. A couple of guys came up and tried to talk to Marty.

“Hey, we heard what you did to Biff last week there Klein, way to go!”

“Thanks,” said Marty, halfheartedly, “but it was nothing, not like what George did at the dance.”

George kept walking to his seat, saying nothing to the two boys who just sort of waylaid Marty.

“That's not what I heard,” said the one kid, “I heard you mopped the floor with him like some kind of Rocky Marciano.”

Marty stared at him oddly, looked over at George and absent mindedly corrected the boy. “You mean Rocky Balboa.”

The kid stared at him oddly. Marty walked away, heading for where George was. The kid turned to his friend who looked equally as confused. “Who the hell is Rocky Balboa?” The other kid shrugged.

George always sat at the same damned table.

The kid called after Marty. “You should think about running for student council!” George just kept eating as Marty sat down.

Marty slowly started to eat.

“Hey, George,” Marty broke up the silence, “you really need to ask Lorraine out on another date.”

“Why?” George asked dryly. “Why would she want to go out with me?” “Because you're George Mcfly, dammit,” Marty said with conviction. “Well, I think she'd rather go out with someone else.” George said. “Who?” Marty asked in confusion.

Without looking up from his food he pointed. “With you.”

“Me?” Marty repeated, startled. Just then Lorraine and Babs joined them at the table. Lorraine on one side of Marty, Babs on the other. He was sandwiched between them. He hung his head in frustration.

“Hi Marty.” Lorraine bubbles.

Marty looks at her, then Babs. “Ladies,” is all he could say. “George,” Marty growlsed at him.

“Hi Lorraine, hi Babs,” George finally said, reluctantly.

They barely acknowledged him. Keeping their attention mainly on Marty.

“So, Marty,” said Lorrain after a minute or so went by, “we should finish our conversation.” “Ya, well, maybe later,” Marty answered her, “right now George and I were just talking about his up and coming novel. Weren't we George?”

“I don't have an up and coming novel,” George denied. “George is writer.” Marty told them, “Did you know that?”

“Mmm,” she said, looking at George for a second then turning back to Marty. “I'm more of a movie buff. I like James Dean movies! How 'bout you?”

Marty knew she was hinting around for him to ask her to the movies. He's heard about the new James Dean movie coming soon.

“You remind me of James Dean” offered Babs.

Marty scoffed, still wearing his 1985 commemorative James Dean leather. He looks down at it and swallows hard, cursing his stupidity. He knew his mother LOVED James Dean!

What the hell was he thinking? It was becoming painfully and uncomfortably hard to deny that his own mother was deeply attracted to his “bad boy” image.

“Ya, you do remind me of James Dean,” agreed Lorraine, putting her elbows on the table and resting her chin in her hands, dreamy eyed, “only more handsome!”

“I read he's got a new movie coming out next year called “Giant.” Said Babs.

“Ya, well, I think George here is more like James Dean than I am.” Marty offerered, a bit lame.

“Be serious,” says Lorraine. George looks up and glares.

“Oh, not that you aren't cool in your own way,” Lorraine added, feeling the heat of his stare. “I like the new clothes by the way.”

“Ya,” said Babs, “you look like the cat's meow George.”

“They're hot and uncomfortable.” George said coldly and got up, taking his tray and heading for the dish line.

`“Okay, ladies,” Marty said, getting up to follow, “it's been nice talking to you, see you around.”

The ladies stare after Marty sadly as he tagged along behind an unhappy George. “Are you going to follow me to the bathroom too?” George demanded as he put his tray on the dirty dish line.

“Naw,” replied Marty, sadly, “I just still need to talk to you about this Lorraine thing is all.” “There's nothing to talk about,” he stomped off, “it's obvious she likes you better, I hope you two are very happy together.”

“No, George,” Marty protested loudly practically running to keep up with him, “that's where you're wrong, buddy, I know for a fact she's crazy about you. She's just playing it, cool.”

“Cold, is more like it.” George remarked as he exited the lunchroom.

Marty stopped to take one last look at Lorraine and sure enough she was still watching him. She waved and he nervously smiled and nodded back. Suddenly, from out in the hallway, he heard a familiar voice out in the hall where George had retreated.

“Hey MCFLY!”

Marty rolled his eyes. “Biff!” He moaned the name.

He hurried out into the hallway and there Biff was, stepping up to George who had put his head down submissively.

“You got a knuckle sandwich coming after that sucker punch the other night!” Biff said, sporting the black eye and a huge red lump on his forehead he still had from last week's unfortunate encounter with Rocky Mcfly. He also had a scabbed over lip.

When Marty emerges from the swinging door of the cafeteria, fists clenched, Biff didn't see him. “Hey, BUTTHEAD,” shouted Marty. “I guess you didn't learn your lesson the other day?”

Biff immediately backed off of George.

“Mind your own business KLEIN,” Biff retorted weakly, still backing up, his tone not so menacing anymore. “This is between me and Mcfly.”

“Ya, well, anything you have to say to my friend George, here, you have to say to ME.” Sid Marty, stepping between George and Biff.

George rolled his eyes and his face turned red.

“What, are you his mommy or something?” Biff laughed and his henchmen laughed with him. In fact, the small crowd that was gathering now in the hallway, eager to see for

themselves “Rocky” Mcfly in action, also laughed.

“I'm warning you right now, Tannen,” Marty squared off with Biff yet again, “stay away from George Mcfly. I'm not playing around!”

“Ooooh,” Biff said, mocking him. But still he backed up yet a few more steps when Marty stpped toward him. Wary. “I'm not afraid of you Klein.”

“Well then you're as dumb as you are ugly,” Marty said. The growing crowd in the hallway laughed again.

Biff didn't know how to respond. “I'm not ugly,” is all he could think to say.

The henchmen look at Biff in amazement and dismay, realizing this runt of a new kid has got Biff spooked for the first time in history.

“Oh, but you ARE stupid?” Marty took another step toward him.

Biff took another step back, appearing more and more uncertain of himself. “C'mon BIFF,” one of his henchmen said, “we got better things to do.”

Biff, actually looked grateful for the save. He slunk away and, pushed past the crowd of people holding open the cafeteria doors, with Lorraine in the front, staring at Marty, her heart in her eyes.

She and Marty share a look, then Marty turned and saw that George was nowhere in sight anymore. “Dammit, George” he muttered, “you are one slippery eel.” He headed down the black and white checkered marble hallway looking for his father.