Finally, here is the much looked forward too and highly anticipated (maybe) sequel to Sexual Tension: That's What She Said! Though, I guess it's not TOTALLY necessary to read Sexual Tension first...but I would still recommend it.

Anywho, this is a little rough. However, it's late, this fic is finished, and I really want to post something. It's also the most frivolous and totally plotless story I've done so far... Not even too much in the romance department. Still, I hope some of you find this entertaining.

Warning: Contains strong sexual innuendos. If you don't already understand the phrase "that's what she said", then please don't read this. You just won't understand it.

Disclaimer: I don't own pokemon yadda yadda yadda....

That's What She Said

"Why don't you just start slow and become friends first Brock?" Misty asked as she plopped down next to Ash with a sigh. "Then maybe Nurse Joy won't get freaked out when you proclaim your undying love for her."

Ash, Misty, and Brock were sitting together in the pokemon center's lobby, away from the check-in counter and the Nurse Joy who presided over it. Misty had just dragged Brock from the pink haired woman to whom he had been spouting nonsensical pick-up lines. Despite the amount of love and affection that was being offered to her, it was clear that the nurse was very much relieved when Misty came to reign in her love-sick friend. The red head had grabbed a hold of his ear and pulled him back over to where she and Ash had been sitting peacefully on the couch.

Now Misty was back beside Ash and Brock sat in a chair opposite them, rubbing his ear to try to get the feeling back into it.

"But that's too long and hard," Brock wailed, giving up on his ear and putting his head in his hands.

Misty raised an eyebrow as Ash snickered at his friend's remark. "Don't you mean it would take too long and it would be too hard?" Misty clarified.

"Whatever." Brock shot Ash a look. "And don't laugh at my love life Ketchum," he threatened half-heartedly. "It took you years to finally confess to Misty."

The two teens on the couch blushed and shifted awkwardly, still sensitive to a direct attack concerning their new 'together' status.

"That's not why I was laughing Brock," Ash said hastily, hoping to move the attention from himself and red head next to him. "I was laughing at what you said."

"Huh?" Misty looked confused. "Brock only said, 'that's too long and hard.'"

Ash grinned and tried to smoother his laughter behind his hand. "I know," he choked out.

"Well then why is that funny?" Misty demanded. It probably wasn't even that funny, or only Ash would find it comical, but Misty still wanted to know. She hated being left out of the loop.

"Trust me Mist," Ash said when he could talk. "You don't wanna know."

Misty frowned and crossed her arms. "Yes, I do want to know. Tell me why you were laughing Ketchum!" She jabbed her elbow into his side.

"No, really Misty," Ash said evasively, blocking all other attacks by curling his hands over her wrists. "If I tell you, you'll probably just hit me with your mallet or something."

"Ash," Misty growled, getting frustrated, "if you don't tell me now, I swear I will bash your head in!

Knowing that his girlfriend would make good on her word, Ash sighed in defeat. He kept his grip on her wrists though in hopes of preventing further damage to himself.

"Brock said, 'It's too long and hard' right?" He began. "So I thought," Ash quirked a smile, "that's what she said."

Brock shook his head and chuckled despite himself while Misty still looked confused. After a moment or two, Ash's words made sense, and her mouth dropped open. She quickly scowled and wrenched her hands out of Ash's grasp, so she could hit him on the head.

"See? I told you you wouldn't like it!" He complained, righting his hat.

"That's just gross. You have such a dirty mind Ash Ketchum!" She scolded him.

"Oh come on Misty." Ash rolled his eyes. "Everyone uses 'that's what she said!' It's a common phrase!"

"Yeah right. I've only heard it a handful of times before," Misty told primly.

"Really? But it can be used in so many situations!" Ash exclaimed.

"Like when?" Misty asked, interested in spite of herself. "And just how do you know about 'that's what she said'?"

"What are you talking about?" Ash's eyes narrowed, catching on to what she was insinuating.

"Come on Ash, we all know that words and double meanings aren't exactly your forte," Misty pointed out. "So who was the one who taught you about this?"

Ash scowled and crossed his arms, going into pout mode. "Gary," he finally grumbled out. He hated admitting that Gary was better than him at something, or in this case knew more. He especially hated it when he had to admit this to Misty.

"I helped," Brock added.

"I bet you did," Misty said flatly. "Good thing I'm traveling with you guys again. Poor May, she must have suffered through so much."

"She didn't complain or anything," Ash defended.

"Of course she didn't, she's May," Misty reminded him. "If it had been me, I probably would have hit you guys to shut you up."

"Are you going to hit us now?" Ash asked meekly, shifting to the edge of the couch as if in preparation of fleeing.

"No, so keep your pants on Ketchum." Misty took hold of his sweatshirt and pulled him back next to her. "I'm amused in spite of myself. After years of living with my sisters talking about girly things, it's nice to hang with you and talk about something rather than perfume and make-up."

"In that case, Brock?" Ash turned to his older friend. "Would you care to help me give our friend here a crash course in 'that's what she said' jokes?"

"Sure, maybe it will help me forget about Nurse Joy... No!" Brock shook his head and stood up, hands curled into fists and eyes shinning with unshed tears. "I will never forget Nurse Joy! My love for her is too strong! Through thick and thin, rhyhorns and rhydons, tsunamis and forest fires-"

"Okay, lover boy that's enough." Misty grabbed his pant leg and pulled him back into his seat.

"Right," Brock cleared his throat. "Sorry about that."

"Anyways." Ash rolled his eyes. "'That's what she said' can be used at lots of times. One of the classic moments comes when a trainer is cleaning a pokeball. That's when you say to them-"

"Hey Ash, those are some nice pokeballs," Brock supplied, in a slightly high pitched voice.

"And then someone else says, 'that's what she said.'" Ash finished.

"Gross." Misty wrinkled her nose. "And why would you just randomly walk up to someone and say that?"

"You don't; it's only if the situation presents itself," Ash told her.

"So how do you know if you can use it or not?" Misty asked, inwardly wondering why she was asking more questions about this when it would have been better just to change the topic.

"You use 'that's what she said' when someone says something that can be construed as sexual or dirty." Brock informed her with a straight face. "It's like you're making what was said into a sexual innuendo."

"How come you can make sexual joke but you can never lead us through the woods without getting us lost?" Misty demanded, turning to glare at her boyfriend.

"I get us lost?" Ash exclaimed. "You were the one who had the map last time!"

"No I didn't," Misty argued. "You were holding it upside down and everything!"

"What? No, you-"

"Ahem." Brock coughed to get the other two's attention. Even after becoming a couple they bickered all the time. When both Ash and Misty were looking at him, Brock reminded them, "Weren't we demonstrating something?"

"Right." Ash collected himself and settled back down on the couch. "As we were saying, you use 'that's what she said' when you think something sounds dirty. It's pretty funny; once you start paying attention to what people say, lots of stuff can be thought of as dirty. Like this:" Ash grinned at Brock and said: "Hey Brock, I just battled the elite four."

"Was it hard?" Brock grinned back.

"That's what she said," Ash laughed before continuing. "It was rough, but I like a challenge."

"That's what she said," Brock followed up immediately. "Did you lose?"

"Yeah, but you know what they say. It's easy to go down but hard to get back up." Ash shrugged.

"That's what she said," Brock finished.

Both guys looked at Misty to see her reaction. Ash laughed when he saw she was struggling between annoyance, exasperation, and amusement. It seemed like she wanted to both hit him and laugh at the same time.

"It's much funnier when it's spontaneous," Ash offered.

Misty raised a hand to cover her eyes and sighed. "Just what were you two doing while I was gone?" she grumbled, lips twitching upwards in a smile.

"That's dirty," Ash grinned and poked her in the side. "You're just as perverted as we are Misty!"

"Shut up. That was all you." She swatted his hand away and leaned against his arm so he couldn't poke her anymore. "You two are incorrigible."

"In-corri-what?" Ash asked. Misty sighed once more and started to explain just as May walked up. The younger girl had finished giving her pokemon to Nurse Joy and had just dropped of her things in the rooms that had been reserved for tme that night. She was carrying with her a bag of lollipops; something she had purchased in town during a little shopping spree she had indulged in before going to the center.

"Hey guys! Want a lollipop?" She swung the bag up to show them her offerings. In the process, several of the candies dropped out of the bag and fell to the floor. "Whoops."

"It's okay May, I'll eat them!" Ash reached down and picked the candy off the floor. He stuck a red one in his mouth and hummed happily.

"You'll put anything in your mouth," Misty muttered disgustedly as she accepted a blue one from May. Brock took a brown one and laughed.

"That's what she said!" He chuckled. Ash snorted and Misty giggled slightly while May looked appalled.

"Brock!" She shrieked, lollipops in danger of once more being dropped.

"I like it dirty," Ash wiggled his eyebrows at the brunette, teasing her.

"Ash!" May said reproachfully.

"At least it's small enough that you don't have to unhinge your jaw to get it all in," Misty commented seriously.

There was a moment of silence after Misty's words. Then May squealed "Misty!", Brock almost choked on his lollipop, and Ash burst into laughter.

"I'm so proud of you Mist!" Ash wrapped his arms around her waist and gave her a hug, careful not to hit her with his lollipop.

"Thanks." Misty winked at him and blushed, keenly aware of this very public display of affection. Ash must have noticed a split second after she did because his face also became red, and he gave her one last squeeze before quickly letting go.

"You guys!" May wailed. "That's just so inappropriate, especially in a pokemon center! Now I don't even want to eat one of these!"

"Aw just put it in your mouth and stop complaining May," Ash drawled.

"Dirty!" Brock and Misty yelled at the same time. May's lower lip trembled and she collapsed into another chair, throwing the lollipops at Ash and Misty in the process.

"Sorry May, I couldn't help myself," Misty apologized as she wiped a tear from her eye and moved the lollipops from her lap to the seat next to her. She wiggled against Ash and poked his chest. "Say you're sorry."

"I'm sorry May," Ash said obediently. "We were trying to teach Misty about 'that's what she said', and you just happened to create the perfect set up." He popped his lollipop back in his mouth. "Thanks for the lollipops though."

"It's okay." May smiled and sat up a bit straighter in her chair. "You really don't have to eat the ones that went on the floor though, Ash. I imagine it doesn't taste very good."

"You're right." Ash made a face. "I regretted it the moment I put it in my mouth."

"That's what she said!" Brock interjected quickly.

Max wandered over to where his sister and his friend were sitting just in time to hear Brock's comment as well as May and Misty's yell of "Brock!"

"What's going on?" He asked interestedly, plopping down on the floor between May and the couch. "What did who say?"

"It's nothing; we're talking about nothing Max," May tried to cover up just as Ash said, "We're talking about 'that's what she said jokes.'"

"'That's what she said' jokes?" Max puzzled. He had heard Brock and Ash use the phrase before, but then his sister would usually flap her hands at them and make shushing noises. Was this some other adult term like sexual tension? Max shuddered at the memory. Surely not. Both Ash and Misty were laughing this time, and the general atmosphere seemed relaxed, not tense. It was only his sister that was flustered.

"Yeah, you're old enough to know about them," Brock decided.

"No he's not! He's barely ten!" May contended.

"May's right you guys," Misty said a little uneasily. "I mean, it's fine if you want to joke around when it's just us four, but Max is still pretty young."

"But I wanna know!" Max complained, crossing his arms over his chest. "If you don't tell me now, I'm just going to have Brock and Ash tell me later when we're all in separate rooms."

"But-but," May said desperately, trying to come up with some other way to save her brother's mind from utter ruin.

"He's going to find out sooner or later May," Ash told her bluntly.

"That's true," Misty conceded with a sighed. "It's probably best to tell him now while we're here rather than let just Ash and Brock do it. That way we can give him the bare minimum and skip over the bad stuff. That sounds like a fair compromise, right Ashy boy?" Misty turned and glowered at him, roughly poking her finger into his cheek. "That way you don't have to tell him anything else once we go to our rooms."

"Su-sure Mist." Ash gulped and leaned away from his girlfriend and her fist. "Sounds great!"

"Fine," May relented. "Just, don't share this with Mom and Dad, okay Max? They might kill me if they heard you crack a 'that's what she said' joke."

"Well, it's kind of hard to tell one when you don't know how," Max grumbled. "Can someone just tell me what we're all talking about?"

"Sure Max," Brock scooted forward and faced the boy. "'That's what she said' is a phrase you use after someone says something that can be thought of as dirty."

"Dirty?" Max scrunched his nose up and tilted his nose. "What's dirty? I'm guessing this is different from the 'grit under your nails-go take a bath' dirty."

"You're right, it's not." Brock nodded. "This kind of dirty is referencing something that' should I put this... inappropriate I guess."

"Like making out?" Max guessed, once more shuddering at the image of Ash and Misty that had been burned into his young mind. It had taken him weeks to be able to look at either one and not want to puke.

"Like something worse than making out," Ash told him. "Something like-"

"Ash," Misty stepped in. "No need to get graphic here. We want to inform him, not scar Max for life. Besides," she gave her boyfriend a sidelong glance, "I doubt you know much about what happens after making out anyways."

"Yeah, I want to know, but not that bad!" Max furiously nodded his head in agreement as Ash turned a nice shade of red. The little boy had learned his lesson about the perils of having too much information. "Basically, you're saying that it makes something that is said as a normal comment sound inappropriate, and, funny?"

"Exactly!" Brock said.

"Oh...I don't see how that's amusing," Max confessed.

"Let's give him an example like we did with Misty," Ash suggested, face going back to its normal shade. "Um...lemme see...I've done this so many times I've run out of things to say..."

"That's what she said," Brock chuckled. "That actually worked, good thinking Ash."

"I wasn't even trying to come up with one." Ash grinned. Misty rolled her eyes and shook her head. "So do you get it Max?"

"No." The ten year old said curtly. "This seems stupid. The part where Brock said 'good thinking Ash'' was funny, but I don't think that's what you were going for."

May and Misty laughed while Ash said "Hey!" in an injured tone.

"Just give it up you guys. I don't think Max is old enough to get this kind of humor," Misty noted.

"Good idea!" May agreed, sounding relieved. "Let's talk about something else, like where we're going to go next-"

"No!" Max broke in. "I want to know what's so funny! Try another one!" He demanded.

"Alright," Brock acquiesced. "Hey Ash, how many battles have you had?"

\Ash's face lit up, seeing where Brock was going. "I don't know, I've had so many I've lost count!"

"Dirty!" Both boys exclaimed and turned eagerly to Max. He sat on the floor, a blank look on his face. He pushed his glasses back up onto his nose tiredly and sighed.

"I was supposed to laugh, wasn't I?" He asked wearily. How come all of this adult stuff was so difficult to understand? They were even explaining it to him this time, and he still didn't get it!

"Yep." Ash yawned and instinctively settled in closer to Misty, much to the red head's surprise and delight. "S'okay though, we'll try another one. I have one that Gary used to use, though it won't really work since I don't use hair spray. Okay, I used too much hair spray last night, so when I woke up it was stif-"

"Okay guys, that's enough! Stop corrupting my brother!" May interjected in a high pitched, desperate voice. That was pushing things a little too far...

At that moment, a very familiar and smug voice said right behind her, "Jeez May, who's making you scream this time?"

May stood whirled around to see Drew smirking at her just as someone whispered "that's what she said!" quite loudly. She was still staring at him with a mortified expression as fits of giggles erupted from the couch and Max complained, "Arg! I still don't get why that's funny!"

Drew raised his eyebrows, his smirk becoming even wider as May blushed and hid her face in her hands.

"And Drew's not a girl, so how does that work?" Max pressed.

"Well, that wasn't a really good place to use 'that's what she said,'" Ash admitted. "A 'dirty' would have been better."

"And the 'she' in 'that's what she said' doesn't refer to the person who's talking or the one who made the joke," Brock told Max. "It's referring to some other girl."

Max looked up at the older boy, very much confused by this new complication. "What other girl?" He asked.

"Uh-" Brock faltered, unsure of how to explain it. "Well, um, you see-"

"It's referring to an imaginary woman in an imaginary couple. She's the she in 'that's what she said.'" Drew stepped into their circle and took the chair that May had vacated.

"Drew!" May whined, embarrassed that he of all people should show up at now of all moments.

"So you're the Drew I've heard so much about," Misty surmised, glancing between the green haired guy and May.

"And you're the person I don't know and never heard about," he drawled. "Hopefully you've heard good things." He shot May a look. "Was it about how great a coordinator I am, or how many times I've helped May out only to have her still mess it up somehow?"

"I'm Misty Waterflower, leader of the Cerulean City gym in Kanto," the red head offered. "I have heard about your coordinating skills, but mostly I've been told how stuck up and annoying you are," she added with a grin.

"Hmpf, really?" Drew flicked his hair back. "Well, you tell them whatever makes you feel better May. If you have to insult me to make up for your lacking prowess as my rival..."

"That's not what I meant!" May stomped her foot angrily. "See? That's just a perfect example of how self-centered and-"

"Hey!" Max shouted, breaking off his sister's rant. "I don't want to hear you two yell at each other all day, I want to know how to use that's what she said jokes!"

"So that's what you're trying to teach him," Drew said. He ignored May as she stood by his chair, huffing and tapping her foot.

"Yeah, but it's not going too well," Ash sighed. "And it's getting kinda late."

"No, wait, that's what she said!" Max sputtered, hoping that he had used it correctly.

Ash and Brock shared a look. "Well," Brock said hesitantly. "I guess that could work..."

"That was awful," Drew stated. He turned to May, only now acknowledging her glare. "Did you want something?"

"That's what she said?" Max tried again.

"Yes," May snapped, now too irritated to be embarrassed. "Get out of my chair and stop encouraging my brother!"

"That was better," Ash told him optimistically. "Just keep practicing!"

"That's what she said!" Misty laughed.

"Misty!" May protested, turning to her other friend. "I thought you were on my side!"

"Sorry May, couldn't help myself," Misty confessed guiltily. "Here, I'll take one of the trouble makers away." She got off the couch and caught Ash's arm, pulling him up as well.

"Why do I have to leave?" He complained. "Max was just starting to get it!"

"Because," Misty said as she started dragging him off. "If Max doesn't get it by now, then we shouldn't tell him anymore. And I haven't gotten to talk to you all day." She gave him a significant look.

"What are you talking about?" He asked her confusedly. "We've been talk to each other all da- oh!" He stopped talking and blushed, following his girlfriend silently out of the lobby area with a grin.

"Are they-" Drew started, staring off after Ash and Misty.

"Yes." Brock nodded his head. "Finally. You don't know how many years it took them to finally admit that their screaming and arguing was just a cover up for repressed feelings."

"That's what she said!" Max pipped up.

The three remaining teens turned to stare at him. "That didn't make any sense Max." May rubbed her eyes. "Why don't you just give it up?"

"That's what she said?" Her brother tried again, desperately trying to remember all that they had told him.

Brock sighed in defeat. "You're just tacking 'that's what she said' on the end of everything we're saying, aren't you?"

"Yeah," Max muttered dejectedly.

"Well then," Brock stood and stretched. "I'm going to go break up Ash and Misty then head to bed. Good night all, and thanks for the lollipop May." Brock waved and left in the same direction the other two had gone before him.

"Max, bedtime," May ordered, pointing her finger to where Brock had gone.

"But May!" Max whined. "It's not that late, and I haven't gotten the hang of-"

"I don't care," May interjected. "We're not discussing this anymore!"

"Oh come on May," Drew grinned and put his arms behind his head. "Have a heart."

"Fine!" May flopped back down on the couch. She quickly sat back up, digging the lollipops out from under her seat. By now, the bag was half full. May sighed and dropped it on the coffee table, wondering how many of the candies she had lost to the void between the cushions.

"I can't believe everyone else got a lollipop, and you haven't offered me one," Drew said in a hurt tone.

"Help yourself," May muttered. "They've brought me nothing but trouble."

"Really?" Drew sat up, intrigued. "I simply must have one then. They sound like my kind of candy."

May rolled her eyes and reached down to snag a lollipop and throw it at Drew. He caught it, of course, and plopped it in his mouth with a smug look. "Why do you find the need to torment me incessantly?" She snapped at him.

Drew settled back in his chair, a fake thoughtful look on his face. He pretended to consider her question, twirling his lollipop back and forth between his fingertips. After a few moments, he responded with, "Probably because it's so easy. I simply can't help pointing out your faults."

"Thanks a lot," May seethed. "You're so infuriating! I don't even know why I talk to you!" With those parting words, the girl stood and stormed off off down one of the multiple hallways in the pokemon center.

Drew chuckled as she left. Max turned to the green haired boy, not sure whether to be angry on behalf of his sister or just plain confused at Drew's actions.

"Why are you laughing?" Max asked him.

"Because," Drew smirked, "your sister is cut- I mean funny when she gets mad. I love teasing her. It really is easy too," he commented with a flick of his hair.

"Well, I don't think May thinks it's funny," Max told him seriously. "I'm her little brother, and even I think your teasing can go too far."

The coordinator frowned at this. He looked back over his shoulder in the direction May had gone. "I didn't really mean it," he muttered under his breath. Drew sat there for a few more seconds, internally debating with himself, before sighing in resignation and lifting himself out of the chair. "I guess I should go say something." Drew took off down the same hall May had, leaving Max by himself.

Max jumped up on the couch, swinging his legs back and forth. It wasn't really that late... it was probably only nine o'clock. Since May wasn't there ordering him to go to bed anymore, he figured he could hand out for a little bit longer. Besides, he wasn't quite sure it was safe to go to the bedrooms yet. Ash and Misty might be there, and they could still be- kissing. Max blanched at the thought. True, Brock had gone down there to 'break it up,' but the older boy could have been distracted by Nurse Joy or some other pretty girl along the way.

Not wanting to run into his two friends attached at the lips, Max wisely picked up a magazine from the table and started to flip through it. He flicked the pages aside at random, wondering if a "that's what she said" joke would pop up somewhere and he could finally derive its meaning. Three magazines later, Max decided he could care less about such a rarely used and stupid joke. He jumped off the couch and headed for his room, deciding that by this time Brock would have cleared the way for him.

As he was going down the corridor, Max noticed Drew and May standing in front of a vending machine. They must have made up because they were squabbling at each other like always, May rolling her eyes and Drew flicking his hair.

"God Drew, just shove it in and take what you want so I can finally get some!" May huffed impatiently, tapping her foot on the ground. Drew was too busy inserting something into the machine to respond

Max rolled his eyes, mumbling sarcastically as he walked by, "that's what she said."

The young boy continued walking, unaware that his comment had caused the two teens to blush wildly and their mouthes to extend to the floor. May and Drew glanced at each other and immediately fled in opposite directions, determined not to meet for a very long time. Preferably not until the next contest two towns away.

Really, what a stupid joke. Max didn't understand it at all.

I think I wrote this whole fic just so I could have that scene with the vending machine.....