She couldn't breathe right. That seemed to be the only somewhat accurate way to describe what was happening to Lilly Truscott. Something else was happening too, she just wasn't sure what since this was definitely, positively, absolutely something that had happened to her before.

It wasn't something that happened to them period.

It was the sort of thing that might happen with Miley, because he life needed to be dramatic. They were okay with their simple life of PB&J sandwiches and semi-corny movie nights. If they needed drama, she could beat on him a little and he would whine. Or they'd go hang out with Miley. Why wasn't she with Miley again?

"Lilly," He tried to put a reassuring hand on her arm and she jumped half a mile. The memory of him without those board shorts on was to fresh for touching. And nothing, not even her dorky best friend Oliver Oken could help that…Actually, he might have helped a little if he had put a shirt on too. His chest was starting to get to her. When between now and the last time she'd seen him without a shirt had changed? When did he grow muscles? For that matter, when did he get a happy trail?

"I think…I need to…floss." She turned around and went to bolt. Unfortunately, she did so right into his bedroom door. "Ow…" He was standing over her, shirtless and all sweaty from the heat. Why did Malibu have to be so hot all the time? Why couldn't it be more like New England where in February there would most definitely not be a line of sweat trickling slowly down the boys chest and making her eyes look and making her not breathe when her brain was telling her to throw the shirt next to her at him?

"Are you okay?" He asked, taking her hand to pull her up and sending such a blast of… weird, crazy feelings through her she let go and hit her head against his carper. "Lilly," He said tenderly, making her heart beat like crazy.

"I-I," She stuttered, looking at those gorgeous chocolate eyes, the matching hair. It looked so soft. She really shouldn't touch it, she thought as he kneeled next to her. When she did it was really soft though, and nice, warm.

"L-Lilly?" He stammered, looking at her in total confusion.

"Hi," She murmured, like an idiot.

"You must've hit your head really hard," Except all she heard was the word hard for some reason. And her eyes went down to his pants. It took her a minute to realize she was staring at his crotch, and when she looked up to his face again he was scarlet cheeked. "W-what's going on?" He asked, now sitting next to her on the floor. "Are you mad at me? Is that why you aren't talking? You know-"

"Shut up," She snapped, and then she pulled him toward her with that nice soft hair. It was even better now that she had both hands in it. Not quite as good as his amazingly soft lips though.

He climbed on top of her willingly and his own hands found their places, one on the small of her back, another tucked under her shoulder trying to pull him closer to her. She couldn't believe they hadn't tried this before. Why hadn't they tried this before? Was it because of Joanie?

Or maybe it was because she hadn't walked in on him changing since they were two? And they'd been best friends that long and they didn't want to ruin it? Mmm…something like that.

Lilly couldn't remember any of this though as Oliver peeled off her shirt. She just remembered that she hadn't felt this before, and she wanted more…more…She wanted his skin against hers and-

"Stop! Stop!" Oliver's mother was standing in the doorway, hands over her eyes. Lilly and Oliver stared at her for a second, then at each other, then back at her, and suddenly they were apart and feeling around for their shirts and not looking each other or Mrs. Oken in the eye. "What were you two doing?" She turned to Oliver, "Do you even have protection?"

Oliver turned bright red again, "We weren't…I wasn't…It's not…" He continued to half stumble across explanations. Lilly was pretty sure they were though, and that it was exactly what it looked like and if Oliver's mother hadn't walked in they would have needed a condom. Oh god, she was such a whore.

"I'm sorry," She mumbled, biting her lip to hold back tears. "I'll leave." So she turned and ran out the now open door without anything hitting her in the face…or vice versa.

AN: Not sure if this is a one-shot or a work in progress. It basically depends on my mood later. Tell me what you think. I'm thinking about popsicles for some reason, and sort of wanting to make it dirtier which is unlike me.