Thomas opened his eyes, sitting up quickly, his sight adjusting to the heavy darkness in the room. Laying back down, he rubbed his eyes, trying to identify what had woken him. Glancing to his side he saw Sarah, her eyes closed, hair gently spread across the pillow under her head.

He jumped when he heard a noise, coming from outside his room. Throwing the blanket off his legs, he swung them over the side, grabbing his sleeping pants off of the floor. He slid them on and stood in one fluid movement. Quickly, he slipped out of his bedroom, forgetting to close the door behind him. Finally, he recognized the sound. A nervous knock coming from his door.

Thomas checked the microwave's glowing time display, it was 2:48 am. Who would be knocking on his door at this time? Walking over, he unlocked it and opened it slightly, staring out. To his surprise, Leila stood outside the door, her hands nervously clutching her bag close to her side. She looked upset, her sapphire eyes darker than usual and her dark hair messy around her shoulders.

"Leila" He flung open the door, ushering her inside. "What are you doing here so late? What's going on?"

"I-I'm sorry to just show up like this...I tried to call but your phone was off.." Leila set her purse down on the coffee table, pulling her jacket off her shoulders.

"Oh, yeah..I had a date with Sarah last night, she doesn't like me talking on the phone during dinner. I must've forgotten.." Thomas scratched his head, glancing toward his bedroom door, which was open. He could see Sarah still asleep, thankfully. She had jealousy issues, especially with Leila.

"Is she here?" Leila leaned forward a bit, looking in the same direction just as Sarah decided to roll over, the blanket moving just enough to show Leila there was nothing underneath, not that the several articles of clothing on the floor didn't give it away.

Thomas quickly went over and shut the door. "Sorry..." He muttered, coming back to the living room. Leila's eyes were downcast and he moved closer to her, placing a finger under her chin and gently pulling her gaze upward, "What's going on?""

Leila pulled away from him quickly, "It's nothing. I'm sorry I bothered you, I don't want to ruin a romantic evening between you and...her" She slid out of his grasp, heading for the door.

Thomas, being much taller than her, easily caught up and surpassed Leila, stopping in front of the door just as she got there. She tried to reach around him and grab the handle, but he grabbed her wrist, his long fingers wrapping around it. Her eyes avoided his, falling to the floor.

"Tell me what's wrong. You wouldn't just show up at my apartment at nearly3 in the morning for a chat." His words were terse, but it was just because she was worrying him.

"Don't worry about it, Thomas" Leila whispered, "just let me leave you alone."

"Is it Daniel?"

Leila didn't answer, only looking even farther from him. Kept there only by his grip on her wrist.

"Is-it-Daniel?"

"No." She lied, mustering up everything she had to smile softly at him. "I couldn't sleep and I know you have insomnia sometimes, so I came over."

Thomas studied her for a moment and sighed, "Leila, I know you're lying. I can see it in your eyes. I would think that after being my best friend since 7th grade might teach you that I know you better than anyone else."

"Okay, okay, I lied. I just...I didn't expect her to be here. I'll call you in the morning." Leila exasperated, "We'll talk then, I promise."

He placed a hand on her shoulder, looking into her eyes. "Alright, just make sure you call me or I'll come hunting you down. And if you change your mind, feel free to...are you okay?"

She was wincing, but trying her hardest not to show it or pull away. He was touching a fresh and painful bruise.

"N-nothing, I'm...I'm fine." Leila whispered, forcing a smile.

Thomas' eyes grew worried. "Are you hurt?"

"I banged my shoulder getting out of my car, don't worry about it."

He immediately withdrew his hand, looking toward the kitchen. "Go ahead and get some ice"

"I'm fine, really"

"Get some ice, Leila"

She sighed before turning around and going into his kitchen, already familiar with its layout.

"Leila?"

"Yeah?"

"How exactly did you hurt your left shoulder getting out of your car?"

Leila froze and he saw it. She turned around and he was right in front of her, with eyes concerned, yet knowing. And there it was, laid out before them. She wanted to run but found herself frozen in place.

"Can I see?" Thomas asked after what seemed like an eternity. Leila nodded without even realizing it, and he tentatively lifted his hand, pushing the neck of her shirt aside, revealing an angry purple mark her collar bone. He inhaled sharply and she grimaced, staring up at the ceiling. He held his hand up for a size comparison and was growing more and more angry.

"Daniel did this, didn't he?"

Leila looked down again and their eyes locked, her whole body froze up. She wasn't used to his eyes being so dark, so serious. She took a breath.

"What the hell is going on here?" Came an almost shriek-like tone. Thomas sighed, slowly turning around.

"Hello, Sarah." Leila muttered, feeling her cheeks flush.

"Hi," Sarah replied curtly, her hands on her hips. "Thomas, what the hell is she doing here?"

"She's spending the night here, and maybe even a few days." Thomas replied without hesitation. Leila stared down at the floor, she had an overwhelming feeling that something bad was about to break out, especially with Sarah looking as pissed as she did. Leila knew that Sarah did not like her. She'd made it clear many times, even though Leila herself had been nothing but nice. If not nice, pleasant at least.

"Uh, no she's not." Sarah quickly shot back, crossing her arms over her chest and straightening her stance.

"What do you mean, 'no she's not'? This is my apartment."

"We're practically engaged, it's our apartment!"

"We're not practically engaged, Sarah. We've been dating for four months."

Sarah's eyes narrowed heavily. After a moment she announced, "Alright, Tommy, either she goes or I do!"

Thomas raised an eyebrow and quickly went to his bedroom, disappearing for a moment. Sarah smiled sweetly at Leila, fully expecting to win. When he returned, her clothes were bundled up in his hands and he gently placed them in hers. She only stood there, her mouth agape. He went to the front door, holding it open for her, merely staring at her.

Sarah huffed, stomping to Leila and getting particularly close to her face. "He...loves me, not you. So don't even try anything. If...you so much as touch him, I'll make sure you never see your little friend again. And don't think your boyfriend wont know about this." She hissed before turning on her heel and speeding out the door, stopping only to try to kiss Thomas goodnight, who easily ignored her.

As the door shut behind her, they both let out a soft sigh. Thomas ran his fingers through his hair.

"Was that a break up?" Leila asked after a bit of awkward silence, just long enough to notice. It was amazing how after 7 years, they could still be awkward around each other.

Thomas rolled his eyes. "I can't break up with her. It's not for lack of trying, either. She just wont listen." He sighed, moving near the couch and sitting down. Leila joined him.

"Then why have her over? Why..." She paused "Why have sex with her? It just keeps her hopes up."

He leaned back against the couch, glancing at her. Her eyes met his, but she was obviously embarrassed by the word 'sex', "The same reason you stay with Daniel after all this shit. The same reason you have sex with him, even though you don't really love him. We suck at being alone."

Leila stared down at her jeans, picking at the fabric, "I don't." She said softly after a moment.

"You don't what?" Thomas blinked, leaning closer.

"I don't...do that with Daniel." She shuddered slightly, he was shocked.

"Oh...I just..I just assumed, after 6 months."

Leila was quiet, pulling a pillow into her lap and playing with the fabric on the edge, "I'd never do anything like that with him. That's why he gets so angry, usually when he's drunk..."

"Why don't you leave him?"

Her mouth twisted just barely, a very soft smile upon her lips, "Because we suck at being alone. I sometimes believe that I couldn't find anyone else that would look at me the same way he does. Isn't that why you stay with Sarah?"

Thomas laughed out loud, "Oh no, she looks at me like someone would look at a trophy. And well, she's pretty hot, so I guess I stay with her. Pretty good in bed, too." He shrugged, rolling the kinks out of his shoulders.

Leila blushed, looking away. She never liked discussing these things with him. He was so very blunt about it.

"Leila?"

She turned, giving him her attention once more, only to be completely blown away by the next question.

"You're not... Still a virgin, are you?" Thomas raised an eyebrow, wondering exactly how she would react. He'd never really thought about it until now, because they didn't talk about sex at all often. And if they did, it was him doing the talking and her doing the embarrassed shaking of the head.

She didn't answer, only turning back to the pillow, her cheeks now bright crimson, "I really don't want to discuss this with you."

"Oh my God."

"I'm not!! I've done it... Once. With Brandon, you remember him?"

Thomas only stared at her, shocked.

"What?! I'm sorry, I really don't see what the big deal is. It wasn't really that great." Leila shrugged, trying to look nonchalant while feeling her heart racing inside.

"He probably wasn't doing it right." He replied quickly, almost to himself.

"Doing it.. right?" She was confused.

"Yeah, there's like, tons of techniques. What worked for him probably didn't work for you and he probably didn't even care enough to stop and ask."

"Techniques?" She was even more confused. Thomas laughed again, grinning.

"Don't worry about it, Leila. You're too innocent to understand."

"No... I want to know... I want to know what you mean by 'technique'."

The way she looked, so innocent, but so interested, and her blush was making him even more embarrassed himself, "It's really okay..."

She hit him with the pillow, glaring, "Tell me. I want to know what I was doing wrong."

He sighed, "You probably weren't doing it wrong. It's his job to do the rhythm and all that jazz. You're supposed to lean back and concentrate."

"Concentrate?" She wrinkled her nose.

"On, you know... Finishing."

"Oh." She looked somewhat downcast.

"He didn't make you cum, did he?"

She smacked him with the pillow again. He just grinned.

"Well, don't worry. It's not too different from finishing on your own, so you're not missing out on much." Thomas smirked, leaning back against the couch and looking away from her to focus on the reflection of them on the television across from themselves.

"Well, first of all, I don't do the whole masturbation thing," Leila cheeks felt nearly on fire from all these words she wasn't used to actually saying, "And second of all, I thought you said that sex with Sarah was pretty good, so how could it even come close to being the same as going solo?"

He glanced over at her, "Alright, you caught me. The sex could be better, but she does things with her mouth to me that I couldn't even begin to do alone. Okay?" Now he was starting to feel slightly embarrassed.

"Oh, I highly doubt she's that good." Leila suddenly found herself saying out loud. She immediately began to blush and covered her mouth with her fingers, "Sorry, I didn't mean anything by that."

"I really think you did," Thomas smiled softly, "Are you saying that you can give a better blow job than Sarah?"

"Well, seeing as though I've never actually done that before, I can't be completely positive, but she strikes me as the type of girl that would only focus on receiving pleasure instead of giving any," She shrugged, now staring down at the pillow still in her lap.

"You're so innocent, it's pretty cute." He remarked suddenly, leaning forward and pushing the hair out of her eyes. She glared at him, but didn't deny it.

"Well, what are you wanting me to do about that? Just fuck everything I date, like you?" She huffed and crossed her arms over her chest, "No thanks, I'd rather be inexperienced than a whore."

After a second of silence, Thomas laughed softly, "You think I'm a whore?"

"You're a guy, you can't be a whore."

"Touche."

They sat in silence for a moment, each wondering what the other was thinking. It was he that broke the silence, "You know, if you want some experience, I'd be more than happy to offer my... services." He grinned at her while running his eyes over her body.

"So you're suggesting that I sleep with you, my best friend, to get good at sex?" She raised an eyebrow.

"Well, I'm offering. It'd be beneficial for the both of us, you'd actually get to have an orgasm and I'd actually get to find out what you stuck up girls are like in the sack." Thomas smiled boyishly as Leila rolled her eyes, angling away from him.

Minutes of comfortable silence passed between us, he playing a few scenes through his head and trying to figure out exactly how his best friend would play out between the sheets and she carefully mulling things over in her head.

"What if I accept?"

The question rang out and Thomas froze, his eyes going wide, "What do you mean accept?"

"Accept your proposal. It really would benefit the both of us, and as long as we agreed that no actual feelings were getting involved, we could both become really good at this sex thing."Leila stated a matter of fact-ly.

"Touche."

--

Shutting the door behind them, Thomas managed to pull off his own shirt before he pushed himself against her, his hands cupping her face as he kissed Leila, hard. Her whole body was shaking as she fell against the solid door, letting him deepen the kiss and bringing her hands to rest on his bare chest.

As soon as she parted her lips for him and he was able to taste her sweetness, Thomas was instantly hard. She was so different from any other girls he'd made out with before, she was shy, but eager to learn and he found it was driving him crazy. He found himself drawing back for air and cursing when he was able to spot her in the soft light that poured into the window. There was Leila, his best friend, panting softly, her lips swollen from harsh kisses and her eyes lidded with desire. It was the sexiest thing he'd ever seen.

His member twitched and he pushed her up off of her feet, she quickly caught on and wrapped her legs around his waist, her skirt bunching up between them and letting his hardness, although still in his pajama bottoms, rub up between her legs. She gasped and he covered her open mouth with his, waiting until she was firmly between himself and the door before he let one of his hands slide down to her hip. His fingers slid under her shirt and further up, underneath her simple cotton bra, cupping her breast gently. She shivered at the touch and her whole body twitched as he caressed her nipple, sliding out from underneath to push up both articles of clothing, exposing her chest to him.

He pulled back from her mouth and quickly found his way down her neck to her breasts, kissing the small bud softly before taking it into his mouth and flicking his tongue over the tip. She moaned, arching her back against him and entangling her fingers into his hair. Fuck, this was hot.

After giving her chest the attention it definitely deserved, Thomas returned back to her mouth and pulled her even closer to him, letting her bare chest brush against his. Pulling away from the door with her small form latched onto his, he moved towards his bed, laying her down on it and taking the time to remove her shirt and bra before he joined her.

He climbed on top of her, burying his face in her neck, inhaling her scent and trailing kisses down her neck and along her collarbone. She lay under him, watching everything he did with her half-lidded eyes, her lips slightly parted and her expression was unlike anything he had ever seen before.

The rest of the night, each one forgot that the other was their best friend.

--

When Thomas awoke the next morning, he was vaguely aware that his phone was ringing. He searched around for it on his bedside table before bringing it up to his ear, "Hullo?"

"Why the hell is your cell phone off? Or are you just ignoring me, Tommy?"

He winced. Sarah.

"I-"

She cut him off quickly, "You better have a good excuse for kicking me out of our own apartment last night, I came this close to breaking up with you over MySpace."

The memories suddenly flooded back to him. Leila showing up in the middle of the night, the large bruise on her shoulder, him kicking Sarah out for being a bitch... Leila underneath him, her angelic face in the moonlight and the way her body was driving him crazy. Leila. His best friend.

One glance around showed that he was alone in his bed.

"Fuck."

--

Author's Notes: Believe it or not, this story was originally inspired by RJA's 'Face Down' and I started writing it a year ago or so. Whenever that song was incredibly popular. Never really finished it then, so I picked it up not too long ago and low and behold... it became part smut. Anyway, hopefully you liked the first chapter, I have some good plans for this story.