AN: Rated M for Naughty-ness

Based on the movie What Women Want. I was watching this movie when the question came to me. What would happen if Miley could hear what every girl was thinking?

It's all AU and pretty fast paced. I didn't feel like making it long XD

Miley's POV

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What Lilly Wants

Beeeeeeeeeeep! Beeeeeeeeeeep!

I reached out my hand and started hitting my stupid clock. I swear, it should be against the law to have to wake up this early.

I slowly rolled out of bed after fighting with myself about how awesome it would be to just play sick and skip, just like I do every morning. I yawned as I walked into my bathroom and started the regular routine.

When I finally made it downstairs breakfast was already waiting for me.

"Hey Miles." Dad greeted me with a smile. He was almost done making Jackson's eggs.

"Hey." I replied back, yawning again.

"I guess having concerts on Sunday nights isn't a good thing." He noticed how sleepy I was. I could barely focus enough to stab my eggs with my fork and get it to my mouth. Chewing was a whole different problem.

"No..it was for a charity." I swallowed the eggs and sipped on my orange juice. "I can handle being a little tired if it means hundreds of children will have food and shelter."

"That's my girl." He smiled as Jackson walked into the kitchen. He sat next to me just as his plate hit the table.

"Eggs and toast. What a great way to start off a great Monday!" His happy mood made me want to slap him.

"Name one thing that's good about today." I demanded and finished off my breakfast.

"Well, to start with I have a really hot date tonight." He grinned. "I mean this girl is smoking! If I rated her on a scale of one to ten I'd give her a twenty. And that's just the beginning! After that date I'm going over to my buddy's place and we're gonna play this kid in China on XBOX live."

"Sounds like fun." I hoped he knew I was being sarcastic. "Anyways, I gotta go. See you when I get home, Daddy."

"Uh, actually Miles I've got a date tonight." He sounded almost shy.

"Is she hot?" Jackson asked with a smirk.

"Well, let's just say if I'm not back before you kids go to bed then she's a twenty." He laughed at his own stupid joke.

"Yeah, okay Dad." I tried not to laugh at how dorky he was. "Is it okay if Lilly and Oliver come over?"

"Course." He replied.

"Thanks, Daddy." I called as I walked out the door. As soon as I got away from daddy dork and the family pet named Jackson I pulled out my phone.

I texted Lilly to tell her that I was about to be at her house. She replied back with a smiley face.

By the time I reached Lilly's my backpack felt like a two ton weight. She was already outside and waiting for me. She waved as I got closer and I smiled at her.

She walked forward and greeted me. "Hey Miles."

"Hey." I replied back as we started are journey to the school.

I hope she doesn't think I look too preppy today.

"Who?" I looked over at Lilly and she looked first at me then around us.

"What?" She asked slowly. I stopped walking and tried not to laugh. What kind of joke is this?

"Who do hope thinks you don't look preppy today? Oh, and by the way, you so don't." I told her adding in a small smile. Her cheeks went slightly pink as she blushed and started walking again. I stayed right next to her.

"Oh, I didn't realize I'd said that out loud." She giggled a little bit. "I was just...hoping that no one thought I looked preppy today...and I'm glad you don't think I do. I wasn't going for preppy at all."

"Well, don't worry. You look fine." I smiled at her then looked ahead of us so I wouldn't run in to anything. I've got a bad habit of doing that.

Oh god, I love it when she smiles like that. It's so cute.

I looked over at Lilly, but she was looking at the ground while biting down on her bottom lip.

"Did you say something?" I asked. I was sure her lips hadn't moved. She looked over at me, confused.

"No?" She seemed to be questioning both me and her.

"Are you sure?" I asked, looking at her closely to make sure this wasn't some prank. "I swear I heard you say something."

"Are you feeling okay today?" She asked me looking concerned.

I hope she isn't sick. I don't think I could last a whole day at school without her there.

This time I knew for sure that her lips hadn't moved. I stopped walking again and Lilly did too. She stared at me like I was going crazy.

"You're sure you're okay?" She asked again. "Maybe you should go back home. You look a little sick."

"I think I am." I shook my head, but kept walking. She stayed next to me but watched me carefully.

"Do you want to see the nurse?" She asked. We could see the school. We'd be there in a minute or two.

Please say no. What am I gonna do if she's not there during first period? I'll have nothing to look at!

I stopped walking again. This time Lilly looked angry.

"Seriously, Miley, are you okay?" She looked more concerned then upset.

"I think..." How can I say that I can hear her thoughts!? And what does she mean she'll have nothing to look at? Does Lilly...no, she can't have a crush on me. She's not gay. Lilly could never be gay. "I'm fine."

"You're sure?" She asked me with the most serious look I'd ever seen on her face.

"Positive." I replied and began walking again.

How can I hear her thoughts? I couldn't hear my dad's, or Jackson's, and I'm not crazy! I can't be pulling all this out of thin air. I know I heard Lilly say something and it did not come out of her mouth. I must be hearing things...no.

I can hear Lilly's thoughts. Is this a good thing or a bad thing?

What's she thinking?

I glanced over at Lilly. She was watching me but looked away when I caught her staring. I looked back at the ground in front of me and felt her eyes on me again.

She's making that cute face she makes whenever she's deep in thought. Maybe she IS sick? I hope she's not in any pain...

I breathed in slowly and then breathed out even slower. This is not a good thing.

We walked into the school and to our lockers. I kept quiet the whole time while I listened to Lilly think about the concert last night. She thought about how great I sang, how much money we raised, and how cute she thought my outfit was.

I shut my locker hard when she got around to thinking about how great my butt looks in these pants.

"I'm gonna go to the bathroom." I told her and speed walked into the nearest rest room before she could ask any questions.

When I got in there I walked into a stall and sat on top of the toilet seat. I had to get away from Lilly for a few minutes. It didn't help any, all I could do was think about her.

Lilly has a crush on me. How? For how long? Why? Ugh, this is too weird. One minute I'm eating breakfast and sitting through my brother's speech about how hot his date is, and the next I can hear every single thought that runs through the front of Lilly's mind?! What the hell did I do to get this messed up gift?

Oh my god! That zit on my face is HUGE!

My head flew up at the sound of someone's voice, but I stayed quiet. I heard the door open and more footsteps come in.

"So I like totally had to study all last night." I heard a girl say to the owner of the other footsteps. I wasn't just me any more. There was at least three other people in the room.

"You should totally make an A on this test then." The other girl said.

Psssh, only if your boyfriend's body is on the test. Because I was trying to study that real hard last night.

My jaw dropped. Can I hear other people's thoughts too?!

"Yeah, I worked really hard." The girl that had first talked said.

I couldn't take this any more. I picked up my stuff and left the bathroom. I walked past our lockers but Oliver stopped me before I could get to the class right next to them.

"Hey, Lilly said you were looking kind of sick. You okay?" He asked, closing his own locker.

"Yeah...I'm fine." I told him and sighed. I'm anything but fine. It was quiet as Oliver stood there. I watched as his eyes moved to a girl across the hall. It was quiet as he stared at her.

Then it hit me. He must be thinking something right now. Why can't I hear Oliver's thoughts? And how come I can hear Lilly and those girls in the bathroom and not Dad and Jackson?

Then I caught the difference. I can hear what girls think, but not guys. Why? Why not both? Or a better question, why any at all?!

"We should get to class." Oliver stated while knocking me out of my thoughts.

"Yeah." I agreed as we entered the class room. He walked to the other side of the room and I took my seat in the back by the window. Lilly turned around in her seat in front me and gave me a funny look.

"Are you feeling better?" She asked, maybe thinking I got sick in the bathroom.

God I hope she's better. I hate seeing her sad.

"I'm fine." I replied, a little weak. "I'm fine."

Before Lilly could say anything the bell rang the teacher started writing on the board. I watched the teacher walk back in forth in front of us talking about some math stuff. The only part I caught was when she closed her mouth...but the words kept coming.

I don't get paid enough for this.

"Who knows the answer?" She asked and I swallowed hard. Okay, adults too. I guess that makes things a little more fun.

I ask a class of twenty-three the answer to a simple problem and only one person raises there hand. Am I that boring?

I wanted to yell yes, but then I remembered that I she didn't know I could hear her thoughts. No one knew. I smiled at that.

I wonder if what Amber and Ashely said is true.

Through the dozen whispers of thoughts, I heard the two most evil names ever. I listened to what the girl in front was thinking.

Is my sweater really that ugly? Grandma made it for me...how could I have ever thought it was cute?

I shook my head. Why do people listen to Amber and Ashley? That sweater is amazing. She shouldn't have to think thoughts like that.

What's Miley thinking?

I looked down at my notebook at the sound of Lilly's voice.

She hasn't passed a single note yet...did I do something wrong? Maybe she's sick...but why would she try to hide that? No one hides that they're sick unless they're...pregnant!

I tried not to laugh. Lilly turned around in her seat with a look of panic on her face. I smiled slightly at her.

Oh god, it's that smile.

The smile faded. It was hard to remember that Lilly has a...crush...on me. It's hard just to think about it.

What's she thinking!? I'd give anything to be able to get into that head of hers...I'd be the luckiest person on Earth.

Lucky? Is that what this is? This gift to read other girls' minds is lucky? I guess...it's a little freaky but...yeah. I am lucky. I mean...who else can read minds?

First period ended quickly, but I was happy because I get to go to second with Oliver and not Lilly.

I speed walked all the way to science while grabbing on to Oliver's jacket.

"Okay, okay!" He whispered as we sat down at our rectangular table for two. "What's the rush?"

"Swear you won't tell anyone?" I smiled at him. I knew it'd be weird telling Oliver this huge secret and not Lilly, but I just have to tell someone.

"Yes, I swear." He smiled as he waited for the secret that he knew was coming.

"I can..." I stopped. I hadn't thought about how crazy I'd sound. "...I can hear what girls think."

He stared at me. He didn't laugh, he just stared.

"I'm not crazy." I said quickly. "I don't know how. I don't know why. All I know is that everything Lilly and any other girl thinks...I hear."

"You can hear Lilly's thoughts?" He asked, half shocked and half not buying this.

"Yes...and I think...I think she has a crush on me." I said quietly so the teacher and one other student wouldn't hear anything.

"Oh my god!" He whispered too loudly. The teacher looked over at us like we were breaking something. I smiled politely at him before turning back to Oliver.

"I know." I sighed.

"You can really hear everything any girl thinks?" He asked in amusment. "I can't believe it."

"Well..." I looked around and spotted the other student in the room. "...you see that girl?"

"Yeah." He smiled while looking at her.

"She's thinking about the science homework we had over the weekend. Now she's reading a section out of the book." I told him. He flipped open his own book and looked at the chapter we're on.

"Which section?" He asked looking for it.

"Um..." I tried to remember. "I don't know."

"Then just say what she's thinking, uh, reading." He suggested.

"Renewable energy resources include hydroelectirc, solar, geothermal, wind, biomass, and, possibly in the future, nuclear fusion." I stated.

"Holy crap." He muttered as more students came in. "That's word for word right out of the book."

"Told you." I sighed as he shut his book.

"Wow, so you can hear all those girls' thoughts?" He smiled at the idea.

"Yeah." I looked over at the group of girls he had pointed to.

"How can you stand it? It's like seven or eight people talking at once." He pointed out.

"Yeah, but it's just like at the lunch table. We can hear each other fine, but if we tried to listen to a conversation next to us we could. You can block out all their talking and just focus on which ever person you want. It all becomes background chatter." I explained.

"Oh." He nodded like he understood. "Well do you know how you can do this?"

"Not a clue. I woke up and everything was fine until I walked to school with Lilly. I could hear everything she thought about. Even the part about how she thinks my butt looks cute in these jeans." I told him. He smiled.

"So how are you taking the news?" He asked just before the bell rang.

"You mean you already knew?" I asked him in disbelief.

"Well, yeah. She told me like a year and a half ago." He shrugged.

"A year?" I whispered, my jaw dropping. "She's liked me as more then a friend for over a year and I never saw anything?"

"Maybe you were looking...just not seeing." He whispered. I hated when he went all Buddha on me.

"How bad is it?" I asked him.

"Bad? You mean how much does she like you?" He questioned. I nodded. "Well...when you're not around you're the only thing she talks about. When you are around but not looking she's always making googly eyes at the back of your head. And when you're on a date with some guy or even talking to a guy she gets all jealous and mad but she never lets you see. She always complains about it to me. You have no idea all the crap I had to listen to when you and Jake had a thing going on. I thought I'd never hear the end of it."

"Mr. Oaken, Miss Stewart..." The teacher called out are names and the others all turned to look at us. "...is there something you'd like to share with the class?"

"No, sir." We both replied and looked down at our books.

"That's what I thought." He chuckled like he'd said something funny.

The period went by fast, so did the others. I guess I was just so caught up in hearing what everyone thinks. I've learned so much in so little time about all these girls. I wanted to slap myself for thinking bad about them. They've all got problems, an they all like whine about it instead of listen to the teacher. I figured out that everyone has one thing in common. They all say the same thing: I hate Mondays.

"Hey, Miles." Lilly sat down at our lunch table. I looked over at Oliver and we locked eyes. Then I looked at Lilly. She still looked like that same old Lilly that I was best friends with...but she seemed different. Now that I actually look at her...her hair is different then it normally is. She's been putting more time on it. Her clothes aren't ripped and covered in stains like they used to be. She looks like she's trying to impress someone...and it gave me a funny feeling in my stomach that that someone is me.

"Hey." I greeted back.

What's with Oliver?

I glanced at Oliver. He was looking directly at his food and his foot was shaking on the ground, making the whole table move.

Oh great, he's hiding something from me...but what?

Did Oliver always do this when he was trying not to blurt something out to Lilly? I'd never noticed it before.

"So what are you doing today?" She asked, looking over at me.

"Nothing. I was actually gonna ask if you guys wanted to come over." I replied. Lilly smiled.

Yes!

I tried not to laugh at how thrilled she sounded. But wait...why I am all happy? Lilly has a crush on me. I shouldn't be all happy about this! This is weird and awkward...or at least it's suppose to be.

"Sorry, I can't." Oliver announced and we both looked at him. "Got stuff to do."

What? No! You can't leave me alone with Miley! Who knows what I might do...I can't ruin our friendship! OLIVER!!!

Lilly was practically screaming in her mind and it must have shown on my face because Oliver picked up on it.

"I'm sorry." He said again, looking at Lilly. "I have to do that project for Mr. Thomas! It'll take me every afternoon this week to get it done."

Maybe I should offer to help him? No, I would never give up time with Miley just because I might do something stupid. I'll just have to keep things under control. I can't mess up this friendship because of my stupid feelings. And God knows she doesn't feel the same way back...why do I even try?

She sounded so sad and defeated that I almost hugged her. I wanted to put my arms around her and say that everything is okay. That we could never loose our friendship.

"Miley?" Oliver's voice got me out of Lilly's head.

"Yeah?" I asked, getting rid of the frown that had been on my face.

"You wanna go up to the line with me? So I don't have to go alone. I forgot a spork." He said, slipping the spork he had off the table and on to the floor without a sound. Lilly didn't notice so I stood and we walked across the room.

"What was she thinking?" He asked, slowly getting a second spork.

"Well to start with she was pretty much screaming at you for making her come to my house alone." I whispered as he picked a few napkins out to make time. He smirked.

"I figured she was." He laughed. "What else?"

"Well, she...she started thinking about how she could mess up our friendship." I said slowly as he reached for ketchup. "And about how I don't return her feelings."

"And?" He asked looking at me knowingly.

"And what?" I asked looking over at her. She still looked depressed, picking at her food.

"Are you gonna tell her that you do feel the same way or not?" He asked quietly as we slowly walked back to the table.

"What?!" I kept my voice down. "I don't have a crush on Lilly."

"Okay, but you love her." He stated. "And she loves you. There's tons of people that have placed bets that you two will end up together. And I'm one of them. It's only a matter of time, Miley. You guys are like soul mates."

"What are you talking about? I could never like a girl." I whispered as we took the long route back to the table.

"You say that now." He smiled. "But a few more hours in Lilly's head and you'll be putting all the moves on her."

"Oliver that's gross." I replied. Even I could tell that was crap. I didn't believe that one bit and Oliver knew it. "I was raised to be accepting of everyone, no matter who or what they are. I'm perfectly fine with gay people."

"But..." He sighed.

"But I'm not gay." I told him.

"No one said you are." He reminded me.

"Well I don't like girls. I'm not gay. I like boys. Boys are hot. Stupid...but hot." I told him.

"There is such thing as liking guys and girls Miley. It's called bisexual." He stated with a smile.

"I don't like girls." I repeated. The more I said it...the more I questioned myself.

Do I like girls? No. Never. Look at that girl over there, the one thinking about soccer and football. Guys think she's hot, and I don't. And look at that girl, thinking about shoes. Guys think she's hot. And I don't! And look at Lilly, thinking about how much she hates today's lunch. Guys think she's hot, and I...do?

I stopped walking, staring straight at Lilly. Oliver stopped too, but he had a smile on his face. He knew exactly what was going on.

I looked at Lilly. I thought about all the reason's she could be hot. I started with her hair. I love her hair, I always have. It's wavy today, and it outlines her face perfectly. Her blues look sad, but it's just like something out of a poetry book. Her eyes are amazing. Her face is sort of pouty, almost like a little kid's face when he's been told he can't have a cookie before dinner. It's adorable. Her body is probably the best I've ever seen, I mean she's fit and her stomach is hard not to stare at when we're on the beach. She's not exactly tan, but she's not pale. She's perfectly in the middle.

Then the thought hit me. It was small, and short. But it carried the weight of a giant boulder and hit me like a train.

Lilly is hot.

Not just hot, but beautiful. She's adorable, and pretty, and every word inbetween. I had to smile. Oliver was so right. It's taken four periods and roughly two or three hours in Lilly's head to realize that yes, I do have a crush on her.

But more?

Could I love Lilly? I do, like a friend. A best friend. But as more? If I go deeper then skin do I still think she's beautiful?

Of course I do. She's the most amzing person I know. Without her I'd go crawl in a hole and die. Okay, that was probably over dramatic, but it's true! I can't imagine life without my perky, adorable best friend there. She makes everything better and if she left me or if our friendship ended...I could never let that happen. Lilly is practically my world.

How could I have never noticed all this before now? It's all been right there in front me, all this time. I love Lilly. How could I never had noticed before? This isn't the type of thing that you just realize. It takes time to fall in love with someone. How can I see all this today? Why today of all days? Why not years ago?

Maybe Oliver was right. Maybe I was always looking at Lilly...but never actually seeing her. Maybe these feelings have always been there, but they've just been waiting to be discovered.

Maybe that's why this happened. Maybe I can read her thoughts because I was suppose to see these feelings...

"Miles?" Oliver's voice barely made it to my mind. I was so caught up in everything. A small pain to my arm made me look over at him.

"Ow!" I whispered at him while rubbing my arm. "Did you just pinch me?"

"Come on, people are starting to stare." He whispered while walking towards the table. I followed him, not caring if people wanted to watch me. The only thing I cared about right now was Lilly. I wanted to go run through a feild of flower's in slow motion with her. I just felt so happy, like giddy almost.

"What took you guys so long?" Lilly asked as I sat down next to her. I realized how close I had sat and scooted over some. I don't want to just throw everything at her. This will have to take time.

"I couldn't decide which sauce to get." Oliver replied for me. "There's just too many good choices."

"Oh, well it took you like forever." Lilly smiled slightly and nibbled on her food. I noticed I was staring at her, and so did she.

I looked away and down at my tray. I ate some, but I didn't feel like eating. I felt like jumping around the room. I felt like hugging random people. I felt like kissing Lilly.

Woah...kissing Lilly? I glanced over at her. My eyes landed on her lips. Yes. I want to kiss her. I had to fight the urge to rip off all her clothes.

Does Lilly go through this every day? Having to stop herself from jumping on me and kissing the hell out of me? It's so...grrr! I hate it.

Why was she staring at me?

I looked down at my plate as her thoughts swirled in my mind.

Is there something on my face? In my teeth? Is my hair messed up? I better go to the bathroom and check.

I looked over at Lilly and she looked like she was about to get up. I didn't want her to go. I didn't want her out of my sights.

"Hey, Lilly, did I tell you how awesome your hair looks today?" I told her. She smiled and relaxed.

"Thanks." She blushed.

Wow, she actually noticed how hard I've been trying for once.

"You must have worked really hard on it." I kept going. She looked over at me, still smiling.

"Not really...it was just the basic routine." She giggled slightly.

A basic routine that took me over an hour and a half...

"Well, it was worth it." I told her. "You look great."

Wow...if she keeps this up I might not be able to hold myself back this afternoon.

I smiled, remembering something completely awesome.

"By the way, when you come over later it's just you and me. My dad is on a date and the thing is off doing god knows what." I laughed a little. She smiled, but I could see the hidden panic in her eyes.

Great! Oliver picks the one time there's no parent, or even Jackson, around to ditch me. I'll never be able to keep my eyes off her ass know.

I tried not to laugh. Her thoughts are just so amusing.

The bell rang just in time. We all fled the cafeteria and went to class. The rest of the school day was the same. I heard everyone's thoughts, and it was pure awesome-ness.

I was just about dancing for joy when we met at our lockers and walked home. Oliver walked with us but had to go straight to his house. We walked in silence as I listened to her thoughts and worries.

She was scared of a lot of things. She was worried that she might accidentally trip or fall, she was afraid she might kiss me, she was hoping that there would be leftover chinese in the fridge, but the thing that I liked that best was that she was worried the most about me.

She kept thinking about this morning and how weird I had acted. She thought about all the different things that could be wrong with me. The most common one was mad cow.

I opened the door and we walked in. I locked it behind us, smiling to myself.

"So what do you wanna do?" She asked. I turned around to face her. A huge smirk on my face. I knew exactly what, and who, I wanted to do. "What's that face for?" She asked while laughing.

"Oh, nothing." I grinned while walking slowly towards her. She was standing next to the couch, and as I got closer more and more perverted and sexual thoughts came into my mind. I was glad that she couldn't read my mind.

What's she doing? Did I miss something? I've never seen her like this before.

I stopped right in front of her. I got so close that could feel her breath on my lips, my smirk never fading. She looked scared to death, like I was a vampire about to suck her blood.

"What...what...what are you...doing? Miley?" She was stuttering and it was beyond cute. I leaned forward and tilted my head to the side. I pressed my lips against her throat. She didn't move away, or complain, just like I knew she wouldn't. I kissed her neck again, and again, and again.

I must be dreaming. I'm dreaming. This isn't happening. There's no way. There is no freaking way this actually happening.

I smiled as I kissed further down her neck. I put one hand on her hip and the other on her shoulder. I kissed her neck harder and harder, and with each kiss they got more sloppy and wetter. But the kisses weren't the only thing getting wet.

I touched my tongue against my neck and she shivered, her thoughts repeating that this isn't happening. That none of this is real. I ran my tongue up her neck and along half of her jawline then back to her ear.

"Lilly..." I whispered with a husky, seductive voice. "...I know you want me."

I do! I so freaking do! There's no way any of this is real...but I can't be making this up. It has to be real!

"Well guess what?" I whispered, a smirk on my face.

"What?" Her voice was squeaky and shaky. Her whole body was shaking. She swallowed hard.

"I want you, too." I whispered and sucked on her earlobe. She moaned, something I wasn't expecting, but it turned me on. I licked my way up her jawline and then pressed my forehead against hers.

"I love you." I whispered, looking into her blue eyes. She stared back at me and her face went all lovey dovey.

"You have no idea how long I've wanted to hear you say that." She whispered back. She looked like she might cry. "I love you, too."

"Don't cry, Lilly." I whispered while smiling at her. I moved my hand from her shoulder to her cheek.

"I can't help it." She smiled. "This like a dream. I still can't believe any of this is happening."

"Maybe this will show you that it's all real." I smiled before pressing my lips against hers. She kissed me with more hunger then I'd thought she would. It only took seconds for our tongues to meet. Lilly wrapped her arms around my waist and held me close. I had both hands on her cheeks now. I wanted to get as close to Lilly as I could. I didn't want anything between us. And that includes clothes.

I pulled my mouth away from hers. She looked disapointed but smiled when she saw me reaching for my shirt. She helped me pull it over my head and as soon as it was gone our lips met again. The kissing was hot, wet, and hard.

When I felt one of Lilly's hands touch my stomach I knew this was right. I knew I loved her with all my heart and I knew that I wanted to do this. And from her thoughts, this is what she wants...badly.

Oh god...her stomach feels just as amazing as I thought it would. Better, actually.

I managed to pull Lilly's shirt off and had to pause from the intense kissing to stare at her. I could hardly believe that everything I'm seeing, from her amazing stomach to her cute skull covered bra, is all mine. I could hardly stand still as her fingers went up and down my stomach. She started kissing my neck and sucking on my collar bone.

I felt like being extra dirty, because who knows how long this mind reading thing will last, so tried to touch every place Lilly wanted me to touch. I started with her stomach then moved to her back, then up and undid her bra. I pulled it off her and threw it to the side.

Lilly's thoughts switched from sexual to all the low self esteem crap. I didn't even look at her, I just kissed her hard and whispered against her lips, "You're so beautiful."

My hands moved back to her hips. One of them had a mind of it's own and went up her stomach and cupped her left boob. She moaned and I'm not sure how but my bra fell to the floor. I guess I was too caught up with the situation.

We kissed harder then before, I swear my lips might be bruised tomorrow. I kissed along her jaw and down her neck. I sucked on her collar bone before going further down. She moaned while I flicked my tongue across her nipple. I started to suck on it and her fingers scratched at my bare back. Not in a violent way, but in a sexy way.

"Miley..." She moaned as kissed further down to her stomach. I grabbed on to one of her hands led us to the couch. She sat while I pulled my pants off. Obviously I was being the bolder girl here.

Oh my god...this is it. I finally get to make love to Miley Stewart. God I've been dreaming about this for too long. I just hope we're still friends after this...hopefully more.

Leave it to Lilly to be thinking about our friendship at a time like this. I straddled her waist and went straight to work kissing her again. Both hands cupped her boobs and she moaned into the kiss.

Her hands went up and down my thighs and our hips already had a rythm going on. I went back to licking and sucking on her nipple, her thoughts tell me she likes this best.

"Lilly..." I breathed against her skin. "I love you."

"I love you, too." She whispered, breathing heavy as I unzipped her pants. I got off her and pulled them off. I kissed my way up her leg and skipped what I wanted most to kiss her lips again. I will never get tired of that.

I pushed her on to her back, she didn't seem to mind that I was being the one in charge. I was flat on top of her, our bodies moving against each other, making us both make strange noises. I licked her lips and her tongue licked mine as her hands got lost in my hair. I stuck my tongue deep into her mouth and she sucked on it hard.

I couldn't take it any more, so my hand made it's way to her powerpuff girl underwear. I slid my hand down them and Lilly gasped. I rubbed her clit, hard, and she kissed me harder then ever before. She made all these cute little grunts and moans. It was hard to go easy on her, but it's Lilly and I would never want to hurt her.

I entered her with one finger to start. I pumped it in slowly and pulled it out even slower. I was surprised at how natural all of this was to me. Yesterday I would have never imagined making love to Lilly, or any other girl, but here I am.

Her thoughts screamed for harder, so I did as she said. When I added the second finger her moans got louder and hands rubbed every bit of me she could reach.

Her new thoughts gave me an idea. I removed my fingers and moved down her body. She pushed herself up against the arm of the couch.

I looked up at her and didn't have to listen to her thoughts to know that she wanted this. The look of pure desire on her face was just about enough to do me in right there.

I focused on the matter at hand. Getting rid of these panties. I pulled them off slower then Lilly wanted. I let my hands move up her legs slowly and up to her nipples. My tongue quickly found her opening and I stuck it in her as far as it would go.

This moan was the loudest yet. Her back arched up and her head went back. She had a half smile on her face and was making noises that I had no idea she could make. Her body was so fragile, so easy to touch. I never wanted this to end.

But when the end it come, it was too soon. Even though I was tired, and sweaty, and ready to crash on whatever I could, it still wasn't enough. I wanted more. More of whatever you want to call whatever we just did. More of that heart pounding contact. More of Lilly.

We laid on the couch, Lilly on her back next to me and the back of the couch behind me. I had my arm lazily across her waist and she was playing with my Miley neckalce. I smiled down at her, my head propped up against my hand.

She was so beautiful. And not just her amazing body, but her mind. Her thoughts. It's all so...Lilly.

"I love you." I told her softly. She looked up at me, her blue eyes full of hidden meaning.

"I love you more." She smiled brightly before stealing a kiss from me. I didn't mind.

"I don't think that's possible." I sighed. "Because I love you more than anything."

"Well I still love you more." She giggled and kissed me again. "That never gets old."

"Yeah, well I'll be old the next time you see me if we get caught down here like this." I smiled at her.

"Then maybe we should move this party upstairs." She winked up at me.

"Yeah...we could see how comfortable the bed is." I giggled as she got to a sitting position and pulled me up with her.

"Who knew Miley Stewart would be so good in bed?" She laughed as she held my hand and pulled me around, grabbing all our clothes. I helped some, but I was too tired to really focus.

"Yeah, well you're not so bad yourself." I smiled at her. She kissed my lips again, this time it was longer.

"Come on." She whispered while turning and walking for the stairs. I followed her, and as we went up the stairs I couldn't keep my eyes off her ass. I tried not to listen to all her thoughts about what she wants to do to me next.

We walked in to my room and tossed our stuff and clothes on the floor. I heard Lilly shut the door and the small click signaling that it was locked. I smiled.

"It's round two, Miles." She wrapped her arms around my waist from behind. "And this time I'm in charge."

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AN: I don't know if I'll continue this or not. I guess it depends on if everyone likes it or not so reveiw and tell me!!! :D