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Tally wondered how long it was until dawn. In a few hours she'd be eating breakfast alongside Shay and Croy, and everyone else she had almost betrayed, almost condemned to the operation. She flinched at the thought.

"Hey," David said, lifting her chin with his palm. "You did great tonight. I think my parents were impressed."

"Huh? With me?"

"Of course, Tally. You understood immediately what this all means. Most people can't believe it at first.

They say the authorities would never be so cruel."

She smiled grimly. "Don't worry, I believe it."

"Exactly. I've seen a lot of city kids come through here. You're different from the rest of them. You can see the world clearly, even if you did grow up spoiled. That's why I had to tell you. That's why…"

Tally looked into his eyes and saw that his face was glowing again-touching her in that pretty way she'd felt before.

"That's why you're beautiful, Tally."

The words made her dizzy for a moment, like the falling feeling of looking into a new pretty's eyes.

"Me?"

"Yes."

She laughed, shaking her head clear. "What, with my thin lips and my eyes too close together?"

"Tally…"

"And my frizzy hair and squashed-down nose?"

"Don't say that." His fingers brushed her cheeks where the scratches were almost healed, and ran fleetingly across her lips. She knew how callused his fingertips were, as hard and rough as wood. But somehow their caress felt soft and tentative.

"That's the worst thing they do to you, to any of you. Whatever those brain lesions are all about, the worst damage is done before they even pick up the knife: You're all brainwashed into believing you're ugly."

"We are. Everyone is."

"So you think I'm ugly?"

She looked away. "It's a pointless question. It's not about individuals."

"Yes it is, Tally. Absolutely."

"I mean, no one can really be…you see, biologically, there're certain things we all-" The words choked off. "You really think I'm beautiful?"

"Yes."

"More beautiful than Shay?"

They both stood silent, their mouths gaping. The question had popped out of Tally before she could think. How had she uttered something so horrible?

"I'm sorry."

David shrugged, turned away. "It's a fair question. Yes, I do."

"Do what?"

"I think you're more beautiful than Shay." He said it so matter-of-factly, as if talking about the weather.

Tally's eyes closed, every bit of exhaustion from the long day crashing into her at once.

She saw Shay's face-too thin, eyes too far apart-and an awful feeling welled up inside her. The warmth she'd felt from David was crushed by it.

Every day of her life she'd insulted other uglies and had been insulted in return. Fattie, Pig-Eyes, Boney, Zits, Freak-all the names uglies called one another, eagerly and without reserve. But equally, without exception, so that no one felt shut out by some irrelevant mischance of birth. And no one was considered to be even remotely beautiful, privileged because of a random twist in their genes. That was why they'd made everyone pretty in the first place.

This was not fair.

"Don't say that. Please."

"You asked me."

She opened her eyes. "But it's horrible! It's wrong."

"Listen, Tally. That's not what's important to me. What's inside you matters a lot more."

"But first you see my face. You react to symmetry, skin tone, the shape of my eyes. And you decide what's inside me, based on all your reactions. You're programmed to!"

"I'm not programmed. I didn't grow up in a city."

"It's not just culture, it's evolution!"

He shrugged in defeat, the anger draining from his voice. "Maybe some of it is." He chuckled tiredly.

"But you know what first got me interested in you?"

Tally took a deep breath, trying to calm herself. "What?"

"The scratches on your face."

She blinked. "The what?"

"These scratches." He softly touched her cheek again.

She shook away the electric feeling his fingers left behind. "That's nuts. Imperfect skin is a sign of a poor immune system."

David laughed. "It was a sign that you'd been in an adventure, Tally, that you'd bashed your way across the wild to get here. To me, it was a sign that you had a good story to tell."

Her outrage faded. "A good story?" Tally shook her head, a laugh building inside her.

"Actually, my face got scratched up back in the city, hoverboarding through some trees.

At high speed. Some adventure, huh?"

"It does tell a story, though. As I thought the first time I saw you-you take risks." His fingers wound into a lock of her singed hair. "You're still taking risks."

"I guess so." Standing here in the darkness with David felt like a risk, like everything was about to change again. He still had the look in his eye, the pretty look.

Maybe he really could see past her ugly face. Maybe what was inside her did matter to him more than anything else.

Tally stepped onto a fist-size stone on the path and found an uneasy balance on it. They were eye to eye now.

She swallowed. "You really think I'm beautiful."

"Yes. What you do, the way you think, makes you beautiful."

A strange thought crossed her mind, and Tally said, "I'd hate it if you got the operation."

She couldn't believe she was saying it. "Even if they didn't do your brain, I mean."

"Gee, thanks." His smile shone in the darkness.

"I don't want you to look like everyone else."

"I thought that was the point of being pretty."

"I did too." She touched his eyebrow where the line of white cut through it. "So how'd you get that scar?"

"An adventure. A good story. I'll tell you sometime."

"You promise?"

"I promise."

"Good." She leaned forward, her weight pressing into him, and as her feet gradually slipped down the stone, their lips met. His arms wrapped around her and pulled her closer.

His body was warm in the predawn cold, and formed something solid and certain in Tally's shaken reality. She held on tightly, amazed at how intense the kiss became.

A moment later, she pulled away to take a breath, thinking for just a second how odd this was. Uglies did kiss each other, and a lot more, but it always felt as if nothing counted until you were a pretty.

But this counted.

She pulled David toward her again, her fingers digging into the leather of his jacket. The cold, her aching muscles, the awful thing she had just learned, all of it just made this feeling stronger.

Then one of his hands touched the back of her neck, traced the slender chain there, down to the cold, hard metal of the pendant.

She stiffened, and their lips parted.

"What about this?" he said.

She enclosed the metal heart in her fist, her other arm still wrapped around him. There was no way she could tell David about Dr. Cable now. He would pull away, maybe forever.

The pendant was still between them.

Suddenly, Tally knew what to do. It was perfect. "Come with me."

"Where?"

"To the Smoke. I have to show you something."

She pulled him up the slope, scrambling until they reached the top of ridge.

"Are you okay?" he asked, panting. "I didn't mean to-" "I'm great." She smiled broadly at him, then peered down on the Smoke. A single campfire burned near the center of town, where the night-watch gathered to warm up every hour or so. "Come on."

Suddenly, it seemed important to get there fast, before her certainty faded, before the warm feeling inside her could give way to doubt. She scrambled down between the painted stones of the hoverboard path, David struggling to keep up. When her feet reached level ground, she ran, heedless of the dark and silent huts on either side, seeing only the firelight ahead. Her speed was effortless, like hoverboarding on an open straightaway.