AUTHORS NOTE: Happy Valentines Day, everyone! This is a small token of my love and appreciation for all of you as wonderful readers. Thanks for sticking by me in everything and being so down right amazing. Enjoy! ;)

DISCLAIMER: I do not own, nor do I profit from, the Disney Channel program 'Austin & Ally' or the characters therein. They are simply used in the following story for my own entertainment.

oOo oOo oOo

Chocolate, dimmed lights, some scented candles, and romantic comedies... Honestly, what could be better on Valentines Day? Ally thought as she shuffled around her cozy little apartment in her bare feet and lazy clothes, picking up a few things here and there that were out of place, tidying up her small apartment for some unknown reason. Oh, right, she thought. Not being alone, AGAIN, would have been kinda nice too…

It was Valentines Day, and Ally was (once again) not dating anyone. Not that she hadn't been… but it just so happened that her boyfriend of nearly a year had broken up with her just two weeks ago and therefore she was once again left without a Valentine for Valentines Day. They were broken up this year, not together yet at this point last year, and she had just broken up with her first boyfriend, Dallas, before Valentines Day the year before that. That was the extent of the Ally Dawson boyfriend train and therefore only proved that she was apparently not meant to have any kind of romance on the one and only holiday designated for solely for said romance. The point of this little rant, you ask? To beg the question; why should she even care what her apartment looked like?

She frowned to herself and let out a rather large sigh as she dumped a few scattered dishes into her sink basin, telling herself she'd do them up later, and grabbed her book of matches off of the kitchen counter, making her way out into the living room area.

She had thought about this day a lot in the last two weeks, and at first she was feeling pretty crappy about it. Every single year of her existence she had somehow avoided having a date for the holiday. She was initially pretty upset about it, seeing all of her closest friends and acquaintances, even coworkers getting hyped up and ready for their big night. It was depressing, to say the least, to know there was nobody out there who wanted to spend the evening with her, getting dressed up and exchanging pointless gifts, seeing a movie or having a nice sit-down dinner. She was a loner, and apparently, a loner she would always be.

She shook her head at herself as she kneeled down next to her coffee table and struck one of the matches along the box, watching and waiting as the flame shrunk down slightly before bringing it down to the wicks of at least three different candles.

After two failed relationships with guys she had been head over heels for in the beginning, only to find they were both completely dull and boring - and complete boneheads - the last thing she wanted was another random guy she had to drop hints for to get what she wanted on Valentines Day. No. She would no longer sit around and mope feeling sorry for herself. After all, this was better! She could have what she wanted, watch what she wanted, and wear what she wanted without being judged.

Who needed a date on Valentines Day, really? She would be just as happy here on her own; all by herself, again. Why does this blow up in my face literally every year? She sighed again. At least now she could eat all of the chocolates in the box she had purchased by herself and no one would be around to steal the good ones or judge her on how many she ate in the first twelve hours…

*knock knock knock!*

Or so she thought…

Ally shook the match to put out the flame and placed the decorative toppers back on her freshly lit candles, standing up and furrowing her brow as she made her way to the door and looked through the peep hole.

Butterflies rose up in her stomach when she spotted who it was, and she instantly smiled to herself as she stepped back and began to undo the chain and deadbolt. Swinging the door open she smiled at her best friend. "Austin!"

"Hey Ally!" he exclaimed with his usual million dollar smile.

Before Ally could say anything in return she noticed he was hiding something behind his back and she instantly deadpanned. "What do you have behind your back…?"

Austin shrugged his shoulders and gave her his goofiest 'don't be mad' smile as he hid the contents of his hands behind his back.

Ally tilted her head and narrowed her eyes at him as a slight blush made its way to her cheeks. "Austin Moon that better not be roses and chocolate..."

Austin felt his face get slightly hotter at the thought of showing up at her door unannounced like this, seeing her in that completely casual yet sexy looking outfit, with more romantic items like chocolate and roses... He had a hard time maintaining focus as she looked at him, her head tilted as she waited for his response. Her sweatshirt hanging off her one shoulder, showing just the strap of her white camisole, her short yoga shorts, her hair crazy and messy – just the way he liked it. Maybe he should have brought her roses…

He cleared his throat. "What do you take me for?" he chuckled as he swung his arms around, revealing the small pizza and extra large bottle of wine he had been hiding behind him.

Ally looked down at what he was carrying and laughed, shaking her head, stepping aside and allowing him to come inside, quietly shutting the door behind him as he made his way comfortably into her home.

Austin smiled and looked down at her as he passed. His relationship with Ally was flirtatious at best. They had been best friends for such a long time, had been through so much together, and yet neither one of them had ever brought up the idea of being together. He was most certainly not against it, but she had never given him the slightest inkling that she was even remotely interested in him that way, and so there he left it. He wouldn't bring it up, wouldn't pressure her, but if one day she decided she would want to give it a go, he also wouldn't deny her.

Tonight, however, was a bit of a jump for him. He hoped he wouldn't scare her off or make her uncomfortable in any way. After all, he was being as casual and non-romantic as possible… well maybe except for the wine, but he knew she was spending the night here alone in her apartment, and he had wanted to surprise her… so he did. It was completely innocent… but if she took it another way, well then, he just wouldn't stop her.

"Not that I'm not happy to see you, but, what are you doing here?" Ally asked with a smile as she followed him through her apartment. "Shouldn't you be with Kira doing something?"

Austin smirked to himself before setting the contents of his hands down on her bar-like island that separated her living room and kitchen. He spun on his heels and crossed his arms in front of his chest, leaning back against the counter, smirking at her now. "Show's how good a best friend you've been lately. Kira and I broke up last week."

Ally's face fell and her face turned tomato-red. "Oh my gosh, Austin, I'm so sorry I had no idea. What happened?!" Her shoulders sagged as she pouted at him. "I am a lousy friend…"

Austin would have loved to keep stringing her along on her walk of shame, but the genuine mortification on her face made him feel guilty and he soon found himself chuckling and letting his arms fall to his side. "I'm just messing with you, Ally. I know you've had a lot of your own personal stuff going on." He smiled warmly at her. "I broke it off with Kira, it was no big thing. We just weren't clicking, you know?"

Ally pursed her lips and nodded, feeling only slightly better about not taking the time to find this news out sooner. She folded her hands together behind her back, looking almost like a small dog with her tail between her legs. "I'm still sorry. I should have asked how you guys were doing… taken more of an interest and maybe I would have known…"

"Like I said, I broke it off so it's not like I was hurting real bad or anything. Besides, now I get to spend the night with you!" he said as he turned around and began pulling at the small strips of masking tape the pizzeria had used to keep the top of the box shut.

Ally smiled slightly to herself and walked up beside him, setting her hands on the counter, eyeing the rather large bottle of wine he had brought in. It had a thin layer of frost on the outside, as if he had just pulled it out of the freezer before coming here. She used her fingernail to scrape at the frost and see what kind he had brought her. Pink Moscato! Ally smiled. He knew her so well.

Her eyes shifted from the bottle to the pizza box as he pulled the last piece of tape off and yanked open the cardboard topper. Her eyes went wide with glee as the image and aroma hit her all at once. "Oh my gosh! Austin, you are a Valentines Day god! This is my favorite!" she said pulling the box over in front of her, breathing in the scent of her favorite toppings in the whole wide world.

Austin smiled to himself as he walked around behind her and leaned in to whisper in her ear. "I know," he said cockily, ticking her ear with his breath before he walked into her kitchen and helped himself to two large wine glasses. "Pink Moscato, Hawaiian pizza with extra pineapple, and I got it in the shape of a heart so we can laugh maliciously as we tear it apart and eat it. Sound like a good way to spend the night?"

Ally giggled and willed the heat from her cheeks to disappear before he turned around and noticed it. He was literally perfect, but she didn't want to give him the wrong impression and make him feel awkward if he saw how she reacted to the simple sensation of his breath on her ear. "The best!"

There was no denying that her best friend was completely drool-worthy. Especially in that outfit he had on tonight… a simple pair of gray sweatpants and a black skin tight… and she meant skin tight… wife beater style tank top that showed every defined ripple of his chest and back. He had a red backwards cap holding back his mess of bleach-blonde locks, the ones she would often run her fingers through when they would 'veg-out' on the couch together… And he smelled frickin' fantastic. All man…

Was he trying to give her a heart attack? Honestly…

Austin had blossomed, for lack of a better word, quite nicely over the last eight years of their friendship. When they had met he was a skinny, pale teenage boy of fifteen, and over time he had developed some pretty impressive musculature. He wasn't overly large that it was obvious he worked out or anything, but he was in damn fine shape and everyone knew it. Every girl she knew, including herself, had a hard time keeping her eyes off of him.

She watched as Austin popped the cork out of the wine bottle and poured ice-cold glasses of wine for each of them. He handed her one of the glasses and smiled, clinking his glass against hers before taking a sip and grabbing the entire pizza box, heading into the living room.

Ally followed behind with the chilled bottle of wine, her own glass, and her beaming smile.

"So…" Austin asked as he plopped himself into the sofa with a sigh and tossed the pizza onto the coffee table.

Ally curled herself against the arm rest of the couch, tucking her legs beneath her as she leaned forward and set her things on the table as well. Her eyes met Austin's and twinkled with joy.

He winked at her. "What horribly mushy chick-flick are we watching?"

oOo oOo oOo

Austin and Ally each sat on the living room floor; their backs leaned up against the front of the couch with the coffee table pushed all the way up against the entertainment center. The movie they had been watching ended and the television had gone idle and turned off; leaving the room only illuminated by the few candles Ally had lit just before Austin's arrival.

Ally sat with her legs crossed indian-style in front of her, her hands holding her glass of wine between her knees. Austin sat with his legs stretched out before him, his ankles crossed while he gripped the neck of what remained of the bottle of wine in one hand and his own glass in the other. Together they had nearly polished the entire thing off, and it was safe to say they were both just a bit beyond tipsy. Only a glass or two's worth remained in the extra large bottle, and both laughed and wiped away at their tears as they traded stories of how horrible their relationships were toward the end., making themselves feel better about their individual relationship status' and night they were sharing.

"It really was horrible, though," Ally admitted. "I don't know how I didn't see it in the beginning. We had nothing in common, really! Arts and crafts can only go so far…" Ally laughed into her glass, taking another sip of the tart liquid.

Austin chuckled and let his head fall back on the cushion behind him, nudging the brim of his hat and knocking it off in the process. "Honestly, I don't know how you didn't, either! Me, Trish, and Dez all made bets on how long it would last after we found out he always kept a glue gun loaded and ready in the car. Trish won," he said running his fingers through his unruly hair.

Ally laughed and nearly spit her sip back into the glass, wiping at her mouth with the back of her hand as she rocked back and forth in a fit of silent laughter, doing her best not to spit her wine out all over her living room carpet.

She finally swallowed and gasped for air. "And to think… he broke up with me. How sad is that? How bad does that make me?" she smiled sadly and shook her head, staring down into the abyss of her glass.

Austin shook his head but refused to meet her gaze, afraid he'd admit a little more than what he should at this point in the night. "He was a fool to do what he did, Alls. He's probably sitting at home in his own apartment, weaving a basket by himself thinking about what an idiot he was."

Ally pursed her lips and looked at him briefly with an appreciative smile before looking forward again. "You want to know what I miss the most about being with Elliot, though?" she asked quietly. "The one thing that had kind of made it all worth it?" she asked, her head swimming a little when she turned her head to look at him again a little too quickly.

Austin pretended not to be interested but humored her anyway; after all, he was curious to find out what had gotten her engine revving…

"What?" he asked as he raised his glass to his mouth and pulled in a mouthful of his drink.

Ally sighed and threw her head back on the couch cushion. "The sex."

Austin sat forward and coughed, instantly choking on the large sip he had just taken. He had not expected her to say that! This was Ally Dawson he was talking about! I mean, he knew she wasn't a virgin anymore, but he still viewed her as one, she was always acting so innocent! "What?!"

Ally lifted her head and looked at him again. "The sex! I mean, I haven't been with anyone since him and the urges… they're really becoming hard to ignore now, you know? He really wasn't bad…"

"You had sex with him?!" he exclaimed, wiping a dribble of wine off of his chin as he looked at her with crazy eyes.

Ally chuckled. "Austin we were together for ten months…"

"But… he's…" he stammered as he looked around the room trying to find a good reason as to why Ally shouldn't have slept with him. He really had no room to judge. He had slept with Cassidy on the first date when they started going steady a while back, before he met Kira. "He's… just…" he grew flustered when he couldn't find a good reason to argue with. "He's so… short!" he finally blurted out, not really knowing why that would be a good reason to not have sex with somebody… but hey, it sounded good in his head.

Ally shook her head and snatched the wine bottle away from him, pouring a little more into her glass before bringing it to her mouth. "Short men have good leverage," she said with an eyebrow raised and a coy smirk, taking another sip.

Austin thought about what she meant for a second and quickly shook his head when he got the mental image. Now he was just down right annoyed, but he couldn't help the small smile that formed as he looked at her smiling face. It was contagious, and you know what? She was enjoying this too much!

"Elliot wouldn't know how to please a woman even if he had one directing him the whole time he was doing it!" he shouted, still with a smile attached firmly to his lips. He rolled his eyes and snatched the wine bottle back from her hand, nearly making her fall over on him when she didn't release it right away.

"Oh!" she said as she caught herself with her palm on the carpet between his legs. "And you do know how to please a woman, is that what you're saying? Mister rock star…"

Austin furrowed his brows but kept the smile on his face. "Oh I've got more than a few tricks up my sleeve, little missy. Trust me…"

Ally snorted into her glass, causing it to resonate a little louder than it normally would. This made her giggle even more. "Yeah, okay, like what?"

Austin looked a little surprised. Was she really asking him what he does to please a woman in bed? She was normally the type to shy away from these kinds of conversations… He liked this!

"Well for starters, foreplay is key. Did mister Camp-Craft-O-Monga ever take the time to get you warmed up before hand?"

Ally's eyes went wide and she looked away from him, smiling shyly. "Uh, well… there was… some stuff he did that was kind of nice…"

"Did he go down on you?" Austin asked. Way to be completely blunt about it, man…

Ally blamed the wine for his forwardness… so she supposed she would also blame the wine for allowing herself to actually answer his questions too.

"Well, you know… that wasn't really his thing…" she said, shifting uncomfortably at the thought. Her panties were becoming a little less dry with this conversation, and… was it getting hot in here?

Austin smirked, licked his lips, and turned his entire body toward hers, causing her to look at him directly again. "That idiot didn't know what he was doing, then. And you… you missed out! See now, I have an advantage when I go down…" he said, that stubborn smirk still firmly in place on his face as he scooted closer to her.

Ally gulped. "And what's that?" Did I really just ask him that?

He leaned forward and arched a brow at her. "Singer, remember? My lungs are a little more, well… conditioned, I guess you could say. I can stay down there longer without air…"

Ally nodded. Her cheeks were as red as a fire truck, she was sure, but she couldn't tear her eyes from his. She was hot, though, and the baggy sweatshirt she was wearing needed to go. Gulping to herself she sat forward placed her glass on the table and used both hands to pull the garment up and over her head, discarding it on the couch behind her. She grabbed her wine glass and chugged down the last little bit that remained inside before working up the courage to look at him once again.

Austin's eyes were having a hard time staying on her face once she pulled the sweatshirt off. Now she sat in front of him, clad in only a white camisole that definitely had no bra beneath it, and skin tight black shorts that didn't leave very much to the imagination. Her entire outfit didn't, for that matter.

"Really," she spoke suddenly after clearing her throat, feigning boredom. "Is that all you can do?"

She was egging him on. She wanted to know what else he could do that supposedly Elliot couldn't have done. He was right, but she would never let him know that. She did, however, want to see how much he would reveal to her.

Austin's nostrils flared as he suddenly moved forward on her, forcing her to lay on her back as he came to hover over her. Ally gasped in surprise at first, and then looked up into his sparking eyes with her own. Austin breathed heavily above her and grabbed both of her tiny wrists in one hand, pinning them above her head, loving the way her hair splayed out all around her face as she squirmed beneath him.

"You said short guys have better leverage?" he practically purred to her.

Ally swallowed and nodded at him, only slightly intimidated by his forwardness and yet, entirely turned on by it.

Austin used his knee to spread her legs apart, nudging them until he could come to rest between them without putting all of his weight down on her. His free hand moved its way down to hover over her thigh as he slowly and tantalizingly finger-walked his hand over her bare, smooth skin, back up from her knee toward her center, leaving a long trail of goose bumps in their wake, stopping just short of her bikini line before he leaned down to whisper in her ear.

"Taller guys like me are better multitaskers," he said quietly, his lips barely brushing the skin of her ear, causing a shiver to run down her entire body. He noticed this and smiled to himself, feeling the heat radiating off of her body and into his own in waves.

Austin pulled back slightly and looked down at her plump, parted lips, and licked his own. He wanted so badly to kiss her in that moment. All thoughts of screwing up their platonic friendship be damned! He wanted her, and he wanted her bad.

Ally saw the way he was staring at her lips and smiled coyly up at him, arching a brow. "Austin Moon, are you trying to seduce me?" she whispered, only half joking. Her cheeks red and warm from the large amounts of wine she had already drunken down and the intense sensations his close proximity was causing her body.

Austin curled his tongue behind his teeth and dropped his eyes for a moment before looking back up to her own, the sides of their faces illuminated by only the flickering candle light. He matched her expression by raising a single eyebrow and smirking at her. "Why? Are you seducible?"

She tried her hardest not to smile, to trick him into thinking she was uninterested, but there was no stopping it. She smiled coyly at him again, watching as his eyes roamed all over her body only to land on her lips as he slowly lowered himself down on top of her.

She'd be lying if she said she didn't like the way he felt pressed up against her, the contours of his body perfectly aligned with her own. His face hovered over her own and she sucked in one last sip of air before his lips were on hers.

It was gentle at first, just the smooth skin of his lips pressed coolly against her own. But when she didn't protest or try to move from beneath him he took another chance and deepened it, sucking a breath of air in through his nose as he tilted his head and opened his mouth to her, pulling her lips between his own.

She responded immediately, her free leg bending at the knee to hold him in place as she tilted her head slightly to accommodate him. His tongue slipped its way into her mouth and danced with her own. She arched her back and pressed her chest up into his, her shoulder blades digging into the plush carpet beneath her as her arms remained fixed above her head, her entire body remaining prisoner to his as he held her in place.

Ally felt his tongue glide against the side of her own, and when she felt him press his groin into her thigh she let out a slight whimper that seemed to knock him back into reality and cause him to pull back, separating their lips with a loud smack.

Ally let him go with a small gasp and she swallowed hard, blinking furiously to try and grasp what had just happened. Austin kissed her. She kissed him back. She and Austin kissed, and not in a 'you're my best friend I love you so much' kind of way. It was more of a hot and heavy 'I want you bad' kind of way. And the scary part? She enjoyed it way more than any other kiss she'd ever had before in her life.

Austin held himself above her, panting from the sheer intense-ness of the kiss they'd just shared. He was almost afraid to look her in the eye and see what kind of reaction he'd gotten. He wasn't sure what had gotten into him. He came here tonight telling himself he wasn't going to try anything, wasn't trying to start anything with her, he just wanted to hang with her, have some fun and laugh. Yet, here he was, laying on top of her, her hands pinned beneath his own, her chest heaving, her breast mashed up against his chest... How had they gotten here?

"I'm sorry," he said with a slight smile. He felt guilty inside, he truly did, but he wouldn't lie and say he hadn't one hundred percent enjoyed that kiss. It was too good a kiss to be denied… "I should go before I screw anything else up tonight…"

Ally, her face flushed and panting, nodded numbly from her spot on the floor and swallowed hard. "Oh… Oh-okay," she responded simply, not missing the split second of sadness he had revealed in his eyes before he hid it away from her.

Austin sat up on his knees and stood, reaching his hand down to help her up, avoiding her gaze as he did so.

When Ally was fully standing again he let go of her hand, and she felt the warmth he had created disappear from her. She wasn't entirely sure what had just happened… she just knew she had enjoyed it just a little too much.

He was moving away from her now, smoothing his pants and leaning away from her to grab something off of the couch. Her brain wasn't really grasping what was happening until she saw him reach for his hat and move out of the living room over to the door. Her gaze followed his hand as she silently watched him take his keys off of the hook by the door and squeeze the brim of his hat between his hands, too warm to put it back on yet.

"I, um," he started as he swallowed and looked down. "I'll call you tomorrow or something, I guess. After we sleep this off," he chuckled shyly.

Ally nodded, feeling even number as he opened the door and prepared to leave. Then, her brain suddenly started to reboot and she looked quickly back and forth between him and his hand reaching toward the door handle.

Wait… he's really leaving… now? After all of that he's just going to go home?

Austin ducked his head and nodded curtly at her, and started to walk through the threshold, but raised his head quickly when he felt her tug him back inside the apartment rather vehemently and slam the door behind him.

He looked at her quizzically for a split second before she had him pressed up against the door and her mouth was on his again. Austin felt his libido rise up again when she raked her fingernails down over his abdomen and tug at the hem of his shirt. He responded with equal enthusiasm as grabbed her upper arms, holding her firmly before him as he kissed her back. He smiled into their kiss and pushed away from the door just enough for her to yank the shirt up over his head and toss it to the floor beside them.

Ally felt the thin fabric of his shirt slip from her fingers to the floor as he pulled her body to his again. "So…" she said breathlessly as he latched his mouth onto her neck, squeezing her and letting his hands roam up and down the sweet contours of her curves. "Hypothetically… let's just say I've been waiting for you to do that for a really long time…"

Austin pulled his head back and looked down at her, smiling slightly when he saw the shy smile on her face. He licked his lips and pressed his groin against her center all while pulling her against him to emphasize his desire for her, loving the way she bit her lip and looked at his lips when he did so. "Hypothetically, let's just say I've wanted to do that for a really long time…" he said nodding.

Ally smiled and nodded back, becoming seemingly more and more out of breath. "So," she said swallowing and deadpanning, her face and voice becoming as casual as possible. "You wanna be my Valentine?"

Austin scrunched his nose and shrugged, just as casual as she had just been. "Yeah, okay." His smile escaped him though, and he leaned forward, hungrily capturing her lips with his own once again, loving the way she smiled and moaned into the kiss. What a little vixen his Ally was… and all this time he had no idea. He had hoped… but he really had no idea…

He began to walk her backwards toward the small hallway where her bedroom door hid, running his hands all around her curves and face as he devoured her mouth like he had been starved for weeks, his hands working their way up under her camisole, feeling her bare skin beneath his large hands as he pulled the garment up and over her head to expose her chest to him.

"Mmm," Ally moaned as she pulled her head back and her lips away from his, her fingernails raking down his rock-hard bare abdomen as she looked back and forth between his eyes and his swollen lips. "Tell me one thing…"

"What?" he asked, breathlessly as he walked her backwards toward her bedroom door.

Ally smiled seductively and bit her lip. "Did you break it off with Kira because you knew Elliot and I had finally broken up?"

Austin smiled shyly, yes if you can imagine a shy smile as he was undressing her and walking her toward her bedroom where he planned to take her as his own, and nodded. "Yep," he breathed with a small chuckle.

Ally bit her lip and placed both of her hands on his shoulders, hoisting herself up and wrapping her legs firmly around his waist so he could carry her the rest of the way to the bedroom. "Good," she breathed and grabbed his face, pulling him in for another searing kiss.

The sounds of their lips smacking and their whimpered moans resonated down the hall as Austin expertly walked to her bedroom blindly, carrying her and working to de-vest her of her clothing at the same time.

Ally raised her arms and tilted her head in such a way as Austin pulled her camisole completely off, tossing it to the floor before tipping her backwards until her back hit the soft bed behind her. His body was on hers in seconds and his mouth immediately latched onto a pert nipple, causing her to gasp rather loudly and grip the back of his head with her small hand.

"Oh, god, Austin…" she breathed.

Austin was instantly erect, hearing Ally Dawson finally say his name the way he longed to hear it for years. He ground his hips into hers, showing her just how real his arousal was for her. His loose sweatpants did little to hold his member down as he squeezed her other breast rather tightly with his right hand.

Ally rolled her body from tip to toe beneath him, soaking in the feel of his arousal and firm body against her center. She wanted him, and she wanted him bad, but she remembered what he had said about foreplay and how it warmed you up for the big moment, so she bit her lip and smiled to herself as she pulled his head up and away from her chest.

She smiled at him and pulled his mouth to hers for a brief second as she flipped them over, coming to straddle his waist as he lay flat on her bed. His legs were bent at the knee, hanging off of the edge of her bed.

Slowly and seductively she shimmied herself off of him, coming to kneel between his legs at the foot of her bed, and in one swift motion she was tugging his sweats and boxers down, revealing his prize before her hungry eyes.

Austin propped himself up on his elbows as he lifted each leg to rid himself of his pants completely, leaving himself stark naked in front of her for the first time. He looked in her eyes and sucked in a large breath, she was the most amazing thing he had ever seen in his life. She smiled up and him and grasped him with her small hand and his eyes fluttered shut for a moment. Just the feel of her hands on him was enough to drive him wild.

Ally's eyes sparkled up at him as she stroked him from base to tip and back down, watching in awe as he seemed to grow even more in front of her. Her hands wanted to tremble as she gazed upon him and felt him in her hand for the first time. He was a Greek statue, and he was all hers now.

She licked her lips and leaned forward, putting her mouth around just the tip of his penis at first, watching his face as he fought to keep his eyes open and his head from rolling back.

Her mouth seared him, and it was all he could do not to buck his hips up and force himself further into her blissful little mouth.

Ally took him as deep as she could, which was a little deeper than she had thought she would. She was proud of herself, and elated at the face he made when she swallowed around him, milking him with her tongue and throat.

"Oh my god, Ally. Amazing…" he said as he leaned on one elbow and snaked a hand into her messy hair, throwing his head back.

She rubbed the flat of her tongue all along the underside of his cock, pressing it firmly along the bulging vein there, loving the way his mouth dropped open in pleasure.

She kept up this sinful rhythm for several minutes, just watching his face contort in pleasure as she did so. She couldn't take it anymore though; she needed to feel something too. She was so turned on, and her panties were so wet at this point she reached down and rubbed at herself through her damp shorts.

Austin noticed this right away and he was having absolutely none of that…

He sat up abruptly, startling her a little when he reached down for her and pulled her back up onto the bed with him.

"That's my job," he said huskily as he quickly tugged her shorts and underwear down off of her body.

Ally's cheeks were read as he maneuvered her forward so that she was straddling his face, and before she could say a thing to stop him his tongue was inside her.

Her mouth dropped open in the tell tale "O" and her knees quaked. He was really damn good at that…

With pointed tongue he probed her folds, taking in any juices that seeped from within her, and moved his way up to her most sensitive bundle of nerves. He sucked the tiny nubbin in between his lips and hummed, nearly causing her to fall over in pleasure.

"Oh my… Guh! Austin!" she shouted as she tipped forward and caught herself on the bed above his head.

He smiled into her and flicked his tongue over it again, this time rubbing the flat of his tongue all around it. He was working much quicker than he normally would, but he was desperate for more contact, and he was doing whatever he could to get this show on the road. He needed to feel her from within…

"Austin…" she whimpered, giving him a pleading look when he raised his eyes to hers. She was rolling her hips along with his tongue and he knew she had reached the same point he was at.

They were ready for one another.

Austin pulled his head back, lightly raking her clit between his teeth as he moved her to hover over his throbbing member. He needed to feel her… needed to see her…

Ally bit her lip as positioned herself and sank down on him; her eyes nearly rolling to the back of her head at the sensation as he finally filled her all the way to the hilt. It was if he was made for her, a perfect fit, when she came to rest and allowed her body to adjust to his size.

Austin let out a long sigh when he felt Ally settle on him, his hands immediately grasping her thighs and giving them a firm squeeze as he swallowed hard.

"Fuck…" he hissed and whispered to himself and Ally's eyes snapped back open. She was strangely turned on hearing him swear because of her. She felt power in the position she was in, and she leaned back slightly to take a good look at him beneath her.

Her left hand reached forward to palm her hand against his abs, her right stretched behind her and grasped his left thigh and she rolled her hips, her mouth dropping open at the intense wave of pleasure that shot completely from the tips of her toes to her scalp. She tingled everywhere, and she liked it.

She rolled her hips again, this time pressing herself downward to create more friction, and made a nice steady pace for herself. She smirked down at Austin beneath her and flipped her hair out of her face, watching him as she rode him.

Austin swallowed hard. If she continued this way the whole time he was not going to last very long, and that was not exactly the impression he wanted to make their first ever time together. He clenched his jaw and gripped both of her hips, pushing upward to meet her hip rolls, causing a small shriek to escape her when the added depth made him hit her sweet spot.

Ally threw her head back and rolled her hips again, and Austin swore it was the sexiest thing he had ever seen, and ever would see, in his entire life.

"Oh god, Austin, yes. There! Guhhh…"

"Fuck, Ally, so tight…" he grunted as she rode him at a gallop. He could die now and he would have been the happiest man in the world.

Austin felt his orgasm approaching already, and although he wished this would never end, there was no holding it back. The feelings coursing through him were too strong, so he moved his hand down to where they were joined and swiped his thumb across her clit.

Ally's eyes flew open again as she began to increase her pace. He was looking at her, and she couldn't tear her eyes from his as she felt the coil within her tightening. She needed release, and she needed it now. She felt as if she would burst into flames as he bucked his hips up into her and swirled his thumb around her most sensitive area.

Her panting became louder as her hips moved in a frenzied manner over him. He couldn't hold on any longer. His hands gripped the globes of her ass with such force he was afraid he'd leave bruises, and he bent his knees and brought his feet up to the mattress as he began to twitch within her.

Ally felt him starting to cum and it was all she needed to let herself finally go. As the first hot streams of his seed hit her core she shook, soaking him in and flooding him with a wave of her own juices. Her walls clamped down around him and her body quaked. It was the strongest and most intense orgasm she had ever had in her entire life, and she rode it out with a smile on her face the entire time.

Austin fell slack against the mattress, his adams apple bobbing up and down as he gasped and swallowed hard, trying to catch his breath.

Ally fell forward, landing on his chest with her mouth next to his neck, breathing heavily and feeling completely spent. The thin sheet of sweat that had beaded on both of their bodies now melded, and they appreciated the coolness they felt as a result when the air conditioning kicked on in the room and gave them a gentle breeze.

"Wow," she breathed, a smile evident in her voice.

"Yeah," Austin responded, his hand coming up to tangle in her hair as she lay on top of him, still with him inside her, softening and twitching with each passing moment.

"So that's what I've been missing out on all these years, huh?" she chuckled.

Austin smiled to himself, happy to hear her admit she had enjoyed it as much as he had.

"Let's just not miss anymore, okay?" he said, already feeling his exhaustion set in.

Ally nuzzled her cheek against his chest, loving the feel of him beneath her and in her.

"Give me a minute and you can remind me what I've been missing all this time for a second and third time, okay?" she smirked.

Austin looked down at her, smiled, and flipped them over so that he was on top of her, her legs instantly encasing him as she giggled and pulled his face to hers. Austin never removed himself from her warm and supple embrace.

oOo oOo oOo

"Ally?" Austin whispered as he traced lazy circles on her stomach, tucked warm under the sheets, his eyes hooded as the early morning sun began to creep through the bedroom curtains. Sleep was just beginning to take him over.

"Hmm?" Ally responded, she herself starting to fall into her own blissful dream land.

Austin smiled against her back, loving the sound and feel of the girl curled in front of him. It had taken him nearly eight full years of secretly pining for her, but he had finally gotten his perfect Valentine. He pushed her hair to the side and kissed the skin of her back. "Be mine?" he asked in nothing more than a whisper.

Ally opened her eyes and smiled where she was lying, facing away from him. Her heart swelled with an overwhelming feeling that she could only describe as true love, something she had never in her life ever felt before. Funny, how all along it had been hiding in her own best friend, right next to her all this time…

She took a deep breath in and turned herself over, holding the covers over them in place as she did so, finally coming to a rest with her head on his bent elbow, his own hand tucked under his head. She looked back and forth between both of his smiling eyes, soaking him in and feeling the warmth she had been missing rise up within her.

She closed her eyes and snuggled up against his chest, feeling him wrap his free arm around her and hold her tight. "I always have been."

FIN

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