Clay was kissing me, kissing down my neck as he stripped off my bra and panties running his hands over my body slowly making me burn in need. I pulled off his boxers and saw he was already aroused, I moaned at the sight of him. I pulled him back to me. "You sure?" he asked as he hovered over me, I nodded and kissed him again as he pushed himself inside me, oh God that felt good. He built up a slow and steady rhythm making me moan and call his name. Each thrust made me feel like he was pushing me towards something glorious, I was almost there I could feel it, he thrust again.

I jerked awake with a gasp, "Holy Shit!" I whispered as I burst out laughing, Crap I was just dreaming about having s*x with Clay! I buried my face in the quilt giggling and trying to slow my breathing that was coming out in pants. God damn it, why did I have to wake up then? I only needed another couple of seconds. I rolled over to cuddle Clay but he wasn't there, I sat up squinting through the darkness trying to see him. The only light was a green haze coming from my alarm clock. "Clay?" I whispered reaching out my hand to the shape I could see laying still and as far away from me as possible in the bed.

"Err yeah?" he asked huskily, I blushed at the sound of his voice bringing back memories of the dream, I giggled again but tried to hide it.

"Why are you all the way over there?" I asked scooting over to him, he held out both hands putting them on my h*ps to keep me an arms length away.

"Err Riley don't" he said sounding really uncomfortable. I was getting worried now, was something wrong?

"What is it Clay?" I asked concerned.

"Nothing I just, I......err, you were err....and I....." he stuttered and then sighed.

"What?" I said still trying to get to him, he was holding my h*ps securely away from him. "Clay! What is it?" I asked no longer struggling.

He sighed, "You were dreaming about me Riley, and it sort of had an effect on me" he said uncomfortably, I gasped I felt my whole face heat up and I was so glad it was dark in the room. Oh my God had I been talking in my sleep again? He knew I was having s*x with him in my dream and it made him horny? Suddenly I burst out laughing, I couldn't stop, I was in hysterics, he started laughing too making me laugh harder.

"I'm sorry! I didn't mean to, but I just gave you my virginity in my dream" I said laughing so hard I was crying.

"Thanks for that, it sounded like I was good" he said with a chuckle, I nodded laughing still.

I moved his hands off of my h*ps and moved to him so that we were face to face, I could feel his erecti0n pushing against my lower abdomen, I bit my lip, the desire I felt in my dream was back with a vengeance. I was still giggling, "I'm sorry, I can't believe that, that's so embarrassing" I said hanging my head on his chest.

"Don't worry I'm embarrassed too, I couldn't help it though, I mean what guy can hear that without it having an effect on him? 'oh Clay, harder, oh God Clay'" he said doing a high pitched girly voice making me blush and chuckle again. I slapped his chest playfully and as I drew back my hand it accidentally brushed against his erecti0n, I snapped my hand away quick and he moaned quietly.

"Oops sorry!" I said blushing again. "Jesus, Clay are they all that big?" I asked my eyes wide, honestly a little scared. He laughed and moved his h*ps backwards on the bed so we weren't touching there anymore.

"I don't know Riley I guess so, I try not to look" he said with a small chuckle still sounding uncomfortable.

"I'm really sorry about that Clay, but if it makes you feel better I was really enjoying myself, I just woke up about a second too soon though" I said with a sigh, he laughed again and I wormed my way back to him cuddling him tightly. He sighed as he ran his hands down my sides, he stopped when he got to my panties and then slowly traced his finger along the edge of them across my ass towards my core. I stopped breathing my heart was beating way too fast. His breathing was coming out in ragged gasps.

"I could help you finish if you want" he said huskily as he rubbed me gently through my panties, pleasure shot through my body, not like in the dream but a hundred times better, I couldn't speak I moaned quietly. I felt him move his hand to the edge of my panties and slip his hand inside them, his fingers slowly working themselves towards my core.

I stiffened and grabbed his wrist, he stopped immediately. "What the hell are you doing?" I asked breathlessly.

He lent forward and kissed the side of my neck, "I want to hear how the dream ended" he said seductively against my skin.

"Clay" I said but it actually sounded more like I moaned his name, he moaned slightly too and the sound made me ache for him. He kissed my neck again gently biting on the skin, I didn't feel like I was in control of my body anymore I reached my hands out and tangled them in his hair pulling his face to mine roughly. He kissed me tenderly and traced his tongue along my lip, I opened my mouth eager for his taste again, he slipped his tongue in and just like before it was amazing, tender, slow and perfect.

My whole body was burning in need for him, he pulled away and kissed down my neck to my breasts, unclasping my bra and pulling it off. That's where I came back to reality. Shit what the hell am I doing? I'm not going to have s*x with my best friend! "Clay, I can't! I'm not going to have s*x with you" I said quietly still panting, I said the words by my God I didn't mean them.

"I know, just let me help you finish, please" he begged kissing down to my stomach, I can't, can I? But Oh God I wanted him too. "Please" he said against my panties making me shiver with desire.

He hooked his fingers in the sides and pulled them down slowly giving me time to stop him, I didn't stop him, I couldn't, I wanted him so badly. He worked them all the way off and eased my legs apart gently. Why the hell am I letting him do this? I had never done anything more than kissing with a boy yet here I was getting na**d with my best friend! But I trusted Clay with my life. He ran his tongue along the inside of my thigh and I moaned loudly, "Shhh Riley bear, your parents" he said with a chuckle.

I bit my lip and licked up my thigh again going a little higher this time, I couldn't breathe, Oh my God am I still dreaming? Just then he brought his mouth between my legs and it sent shockwaves through my whole body so I knew I was awake. I gasped and bit my lip, the feel of it was amazing, he was rolling his tongue around in small circles making me moan and wriggle in pleasure. I could feel his hand running up my leg slowly. I closed my eyes enjoying the sensations flowing though me, every nerve ending in my body was on fire. Just then he slipped two fingers into me making me gasp and cry out his name, he moaned and continued working his tongue while pumping his fingers at the same time.

I was moaning louder and louder now I tangled my hand in his hair and gripped his free hand tightly, "Oh God Clay, holy shit! Oh God" I moaned breathily. Suddenly I clim*xed my body shattering into a thousand pieces pleasure shooting to every part of my body. He pulled his head away but continued to move his fingers gently while my body convulsed and shook. He pulled out his fingers and sucked on them then chuckled as he kissed his way back up my body to my mouth.

He kissed me tenderly for a few seconds before pulling back to look at me, I could see a huge smile on his face from the light of the alarm clock, I was still trying to catch my breath.

"Mmm I liked the ending" he said as he brought his head down to kiss me again.

I chuckled against his lips, "Not as much as I did" I said with a contented sigh. He grinned and rolled onto his back, pulling me tightly to his side wrapping his arm around me securely, kissing my forehead.

"Go back to sleep" he murmured into my hair, I didn't want to, I wanted to touch him.

I ran my hand down his perfect body and slipped it inside his boxers grabbing hold of him gently. He gasped "Damn Riley what are you doing?" he asked breathily, I pumped my hand squeezing gently.

"Returning the favour" I said as I kissed his chest, he moaned quietly and pulled my face to his.

He kissed me tenderly, passionately before pulling away. "You don't have to do this, that's not why I did that" he breathed.

"I know, but I want to" I said kissing him again. I took my hand away and pulled his boxers down, he kicked them onto the floor and wrapped his arms around my waist pulling me to him, letting out a moan that sent my heart flying.

His breathing was speeding up and his moans were coming more frequently so I took that as I sign I was doing it right. After a little while he gasped and made a sort of grunting moaning sound as his whole body stiffened and tensed. He kissed me hard before pulling away, "Christ Riley that was awesome" he said clearly out of breath, he had his big goofy smile on his face as he pulled me to him wrapping his arms around me. "You've done that before right?" he asked.

I shook my head "No" I said smiling at his surprised face.

"Seriously? Damn Riley bear that was totally amazing" he said kissing my forehead. I closed my eyes and put my head on his chest, his heart was still racing and I smiled to myself, after a little while it slowed down and I drifted back to sleep smiling.

....................................................................................................................

I woke up in the morning and rolled over to hug him but I was alone in the bed. Shit, well that's great, just friggin great! He really is a player, I can't believe he did that to me, just used me and then disappeared in the morning! For Christ sake Riley you're such an idiot. I slapped myself in the forehead with my palm and then rolled over buried my face into the pillow and screamed as loud as I could. When I was out of breath I rolled back over glaring angrily at the ceiling.

Oh God what the hell am I gonna say to him? This is gonna be so awkward I'm gonna lose him! I started to cry, the thought of Clay not being in my life was awful. I couldn't let that happen, I couldn't be without him.

"Good morning sleeping beauty" he said walking into the room with a towel wrapped around his waist and he rubbed another through his blonde hair, he looked so damn hot my mouth started to water. I wiped my tears and sat up quickly wrapping the quilt tightly around myself.

"Err hey" I said blushing, he looked at me and frowned slightly.

"Have you been crying?" he asked coming over to the bed. I quickly jumped out of the other side pulling the quilt with me.

"No" I said looking around the room wildly for something to put on.

"Are you sure? Is everything ok?" he asked. I nodded and spotted a long t-shirt on the floor, I bent and grabbed it and with much difficulty managed to get it on whilst still holding onto the quilt.

When I looked back to him he looked really sad, "I'm err going to take a shower" I said blushing again and almost running out of the room.

"Ok well, I'd better go home and change for school, I'll err pick you up at the usual time" he said rubbing his neck nervously.

"Ok" I squeaked as I slammed the door shut and ran for the bathroom tears flowing down my face. I cried in the shower until I felt sick. I can't believe this, everything is ruined! I've lost him now, my best friend in the world, everything is ruined and it's just gonna get worse and worse until I can't even look at him anymore. Riley you are so damn stupid!

When I was done in the shower I cautiously stepped back in my bedroom looking around to see if he was still there, the room was empty and I breathed a sigh of relief. I dressed quickly and dried my hair pulling it back into a messy bun and looked at my face. Oh God I looked like crap. I had bags under my eyes from having about 3 hours sleep last night, and my eyes were also puffy and red from crying. I put on a bit of concealer and mascara to try and disguise it slightly, it worked a bit but I still looked tired. "Riley, Clay's outside" my Mom shouted from downstairs, Crap. I slipped on some converse and ran downstairs.

"Riley, about last night" my Mom said, Oh my GOD! Did they hear us? What the hell am I gonna say? Damn it! "I don't appreciate you coming home at that time young lady, your stepfather and I were worried, you should have called, thank God you were with Clay" my Mom said. I breathed a sigh of relief, God I thought she'd heard me and Clay.

"I know Mom, I'm sorry, it won't happen again" I said honestly, there was no way I would spend the night at the police station again waiting for Blake. Crap Blake! What the hell am I gonna do? I was supposed to be meeting Blake tonight and I did that with Clay last night. Am I turning into a slut?

"Ok Riley, come on you better get going Clay's waiting" Mom said giving me a little push towards the door. I nodded, I can't believe this what the hell am I gonna say? Hey Clay about last night I know you played me so lets just try to be friends still? Yeah right that'll work!

I took a deep breath and climbed into the car giving him a big fake smile, he smiled back but it didn't reach his beautiful eyes he looked really sad about something but he was trying to hide it. "Hey I thought you wouldn't get time to eat so I brought you this" he said handing me a piece of toast with chocolate spread and a carton of orange juice, his hand brushed mine as I took it and I blushed.

"Thanks Clay" I said munching on the toast quietly. Jeez why the hell did we do that last night? Look at him bringing me my favourite breakfast even though he doesn't like the smell of chocolate spread, being thoughtful even though he played and used me last night.

I sighed and I saw him look at me from the corner of my eye. "Riley about last night" he started.

I took a deep breath, "It's ok Clay, lets just pretend it didn't happen ok? I don't want anything to change between us, please can we just forget it?" I said quickly before he could say something we would both regret. He snapped his eyes to me and let out a sigh before frowning and looking back out the windshield.