It was said that high school was supposed to be the best years of your life. For Derek Michaels however, that could not have been further from the truth. High school was probably the worst experience of his life, and he had only been here for six months! First off, he was the new kid and he wasn't making any friends very readily. And secondly, he had fallen for this girl in his advanced history class who was way out of his league.

The woman was beautiful! And Derek felt dirty just thinking about her, but oh my! She was perfect! The gorgeous hazel eyes and freckles did him in every time. Of course, Derek knew he didn't have a chance with her. Katherine Jones was dating the captain of the football team and she was the head of the cheer leading squad. Derek was pretty convinced that Katherine had no idea he even existed. It figured that Derek would fall for her – always wanting things that were unattainable. And it didn't help that Derek was a smart kid – he was in all advanced classes, which meant he took a lot of classes with seniors And Katherine Jones was one of those seniors.

They had a lot of classes together and it was hard to focus on schoolwork and learning when Katherine sat right in front of him and he could smell her perfume; practically run his fingers through her luscious locks if he just moved his hand the right way. It was really making him crazy. He'd only told his cousin Christie about the fact that he had feelings for her and she was no help in that department. She knew that Katherine was with Daniel and she all but told Derek to get over it. But he couldn't! When his mind was set on someone, he wasn't easily distracted. And right now his mind was set on Katherine Nicole Jones.

When their instructor came in and announced that the big project he'd told them about involved the class working in pairs, Derek hoped that he was going to be matched with the angel in front of him. And much to his surprise, something worked out in his favor! He and Katherine were paired up on this project and Derek was going to make the most of it. This was the perfect opportunity to get a feel for Katherine. After all, with the right amount of charm, Derek was sure he could get anyone to give him a chance. Christie was always telling him how cute he was – Derek was about to test that theory.

Unfortunately, the instructor didn't allow anyone to get with their partners for this class because they were still working on getting through the current era they were learning. Still, as soon as the bell rang, Derek made sure to catch Katherine before she let the classroom. "Hey," he greeted happily. "I'm Derek...your partner for this project."

A small smile came to Katherine's lips when Derek introduced himself, Katherine shaking her head slightly. "Yeah, I know who you are, Derek," she assured him. They'd only been in the same class for the last six months. "You sit behind me every day, you know." She smiled once more at the slight blush that came to Derek's cheeks at her words. "Look, I gotta get to practice right now, but if yo want to get together later, let me know." Quickly, she scribbled her number onto a slip of paper and handed it to Derek. "Just text me, or whatever."

Derek almost couldn't believe that he was holding Katherine's phone number in his hands. He hoped that he was playing it cool on the outside because on the inside he was absolutely freaking out. "Y-Yeah, okay. I will!" Derek called after Katherine, quickly gathering his books and heading out of te classroom. HE met up with Christie at her locker like he always did, unable to keep the goofy smile off his lips.

"What are you grinning like a fool about?" Christie asked as she closed her locker, starting towards the door leading to the parking lot. She had driven Derek to school and they always spent some time afterward at his house just talking. She only lived right down the street and her parents were hardly ever home anyway.

Still unable to keep the smile off his lips, Derek flapped the paper in Christie's direction. "I have Katherine's phone number," he explained as they climbed into the car. "We're partners on a history project and she gave it to me. Said that we can get together later and work on it." Derek wasn't even sure what the project was. All he remembered from class was the fact that he and Katherine got paired up together. Now, he was kind of hoping that he'd paid more attention because Christie was asking questions and Derek had no answers for her. "I wasn't really paying attention," he confessed sheepishly. "I just remember that Katherine is my partner."

His admittance cause Christie to chuckle a little. "Buckle up, Derek," she instructed as she put the car in reverse and headed towards his house. She wanted some more details on where Derek's head was at right now. After all, she knew he had the hugest crush ever on Katherine and she was worried that he was going to do something stupid and get himself hurt. So she wanted to be there when they planned their first meeting and she wasn't going to let Derek chase her away. Someone had to be there to make sure Derek didn't say anything stupid.

Once they were at Derek's house, they headed straight to his room, both shooting a quick hello to his parents before the door was closed and they were in the privacy of Derek's room. "So, are you going to call her?" Christie asked, biting into the soft flesh of her bottom lip as she waited for Derek's response. Really, she didn't think it was a good idea. If it had been up to her, she would have suggested a partner change, but this is what they had to work with and there wasn't anything either one of them could do about it.

Call her? Heaven's no. Derek wasn't ready for that. Besides, Katherine has told him to text. That was much less personal – something Derek could handle. "No," he answered with a shake of his head, adding Katherine's number to his contact list before tossing the phone onto the middle of the bed between the two of them. "I wouldn't know what to say. And she's at cheer leading practice. She wouldn't answer anyway."

Right, cheer leading practice. Christie forgot that not only was Katherine dating Daniel, but she was also the head of the cheer leading squad. Gee, Derek really knew how to pick them. "Well you are aware that cheer leading practice only lasts for about an hour tonight, right? It's Monday, which means the coach lets them out early so they can get their homework done." Shrugging slightly, Christie continued, "Maybe you should call her after that."

Again, Derek gave his head a small shake at Christie's suggestion. "I'll just text her," he declared with a determined nod. "She said that I should text her. I mean, I don't want to call her while she's in the middle of something and bother her." Nodding once more, Derek explained, "It's safer if I text her." After all, a text message gave him time to really think about what he was going to say. Calling Katherine meant that he would not have time to plan and his mouth get him into trouble. "C'mon, don't we have some calculus homework that we need to get done?"

With Derek's help, it only took about an hour to get all of the calculus homework done. Christie was grateful that the class brain was her cousin because otherwise she would have been lost. Derek was nice enough to take everything she didn't understand and explain it to her as though she was brain dead, so she finally understood it. That test they had next week was going to be a breeze.

After chatting and goofing off for a few more minutes, Derek finally grabbed his cell phone. He knew that he was just putting off the inevitable, so he shot Katherine a quick text message asking when she wanted to get together. Surely, practice had to be over by now. And even if it wasn't, it had to at least be almost over, so he didn't feel bad about bothering Katherine. Besides, they needed to work on the project soon. It was due in a month and Derek wasn't the type of guy who liked to wait until the last minute to get things done.

Much to Derek's surprise, Katherine texted him back rather quickly. "Oh my God, Christie!" Derek exclaimed, pushing his phone into his friend's face so she could see it better. "She wants to get together tomorrow and start working on it!" This was moving too fast – Derek was getting a little light-headed. He knew that the crush he had on Katherine was completely one-sided, but that didn't mean that he wasn't deeply affected by it. "What-What should I say?"

It was obvious that her cousin was having a moment. Derek was an awesome guy, but he tended to panic – a lot. Pushing the phone away from her face gently, Christie cupped Derek's face in her hands, forcing him to keep eye contact. "Derek, you just need to calm down," she explained, breathing slowly and deeply so Derek would know to do the same thing. "Text her back and tell her that tomorrow would be great. And try to be casual about it, Derek. You don't want her to know that you're excited to get together with her."

Nodding, Derek matched his breathing with Christie's. He could do this. After all, it was just a text message. Now, if he had been on the phone with Katherine, it would have been a different story. But a text, he could handle. Quickly, he replied that tomorrow would be great and asked Katherine what time would work for her. Yeah, he could definitely do this.

About half an hour later, Derek and Katherine had plans to come straight to his house after school tomorrow and get started on the project. Honestly, Derek couldn't have made it through the conversation without Christie being there to coach him the whole time. But it was getting late and Christie was packing up to leave, which meant he was going to be alone if Katherine texted him again that evening. It was a little scary, but he wasn't going to beg Christie to stay here because he was scared. Before he let her leave, he gave her a huge hug, thanking her for helping him out. "I'll see you tomorrow," he smiled before Christie walked to her car, Derek not closing his door until she was safely inside it and pulling out of the driveway.

Luckily, Katherine didn't text him again that night, although Derek had been prepared for it. He even worked out scenarios in his head of what kind of conversations they might have had. Yeah, he was a little messed up about this, but it wasn't a bad thing to be prepared! Still, all of his preparing did hinder his ability to sleep, but he was fine with that. After all, he'd gone to school on hardly any sleep before, and he wasn't afraid to do it again.

**~~**

By the time Christie got to his house the next morning, Derek had only been asleep for an hour and a half. Honestly, he just wanted to skip class and sleep all day, but he knew that wasn't an option. Katherine was coming over after school today and if he skipped class, Katherine would change her mind. And it wasn't just that he wanted to see Katherine – the project really was due in a month and Derek wanted to get a good start on it.

Of course, the day felt like it was dragging on. Every time Derek was going to school on little sleep, the day seemed like it was four days in one. Derek couldn't thank Christie enough when she let him sleep through both lunch and study hall, always making sure he was awake when the bell rang so he wasn't late to his next class. She really was an awesome cousin considering most cousins didn't even talk these days. Derek didn't know what he would do if he didn't have Christie by his side.

The end of the day finally came – the class that Derek had been waiting for all damn day. The professor actually let the partners of the project get together in class, and Derek took full advantage of that. It was weird at first because Derek had barely said two words to Katherine all year so far, but after a few minutes, they fell into step with each other. They even managed to narrow down a topic, which was pretty impressive as far as Derek was concerned.

World War II – it wasn't the narrowest of topics, but it was definitely a start. There were so many other different sub categories that they could divide it into. And while History wasn't exactly his favorite subject, Derek was more than happy to spend all of his time in this era as long as it meant he was able to hang out with Katherine. And yes, he was aware how creepy it sounded, even in his head, but he couldn't help it. Katherine just drew him in.

When the bell rang, they gathered their books and Katherine led Derek to her car. "Don't mind the mess," Katherine muttered as he grabbed Daniel's football gear and tossed it into the back seat along with the pom-poms on the passenger seat. "Daniel usually just tosses everything into the back, but he knew I wasn't driving him home today, so he just left it all there." She knew that he was going to get an earful later from Daniel, but she didn't care. As much as she hated it, Katherine actually strived to get good grades so she wasn't kicked off the squad. Sure, she could have cheated his way through school like most of the girls on the squad, but that wouldn't get her very far when she wanted to apply for college.

"Oh, it's okay," Derek smiled as he helped Katherine move her stuff. "Your car is actually clean compared to Christie's. She just tosses drink bottles and candy wrappers on her floor." Now that the words were out of his mouth, Derek had to wonder if he was supposed to say that. He was sure that Christie probably would never find out, but he had to figure it was embarrassing for people to know she was a slob in her car. Pushing the thought from his mind, Derek climbed into the passenger seat and strapped himself in, smiling at Katherine. "Uh…you just wanna take a left out of the parking lot," he directed, pointing down the road.

Derek only lived about ten minutes from the high school, so it was easy to direct Katherine there. Once they were in the driveway, Katherine cut the engine and Derek led Katherine into the house, quickly bypassing his mother who was cooking in the kitchen and taking Katherine to his room where they could have some privacy. Of course, that may not have been the best idea, but Derek was going to make it work. Even if Katherine decided that laying on his bed was the best option while they were planning out their topic a little better. And yeah, Derek was going to be able to smell her now every time he tried to go to sleep. That was just great.

Three hours passed faster than Derek thought possible, and before he knew it, Katherine was calling it a night. They made plans to work on the project again later that week, and Katherine was on her way. As soon as Katherine pulled out of his driveway, Derek called Christie to tell her all about the evening. He didn't even care that she made fun of him for being a complete loser because when he rolled onto his stomach on the bed, he could smell Katherine on his pillow, and all was right in the world.

**~~**

The next few weeks passed by in a blur of scheduling meetings around cheer leading practices, football games – Katherine actually invited Derek to the games, otherwise he wouldn't have gone – and working with Katherine on the History project when they had spare time. They were almost done now. Derek was guessing that they had one or two more meetings before they could finally finish this thing up.

Tonight was not one of those meetings, however. Instead Derek was sitting on one of the uncomfortable benches watching Katherine cheer on the football team as they annihilated the other football team. Honestly, Derek wasn't going to come, but it was the last game of the season and Katherine seem really excited about the championships, so he felt obligated to come show his support. After all, this was Katherine's fourth year of being on the squad and Derek wanted to see how she had made it all of these years. Now he knew the reason – Katherine had one hell of a split and she could also throw her squad mates high into the air and catch them with ease.

That clock was running down and the teams were tied, which had Derek on the edge of his seat. But Katherine cheered when Daniel threw the ball and Tom Benson caught it, running twenty yards down the field to get them their last touchdown, and the win. Derek and Christie were both on their feet cheering at that point, not even caring that they were receiving dirty looks from the other team's side of the bleachers. Katherine was cheering because their team had just won the championships again, and Derek was here to show his support. And he would be damned if he didn't show his support loudly and proudly.

After the game, the team went to a party at Tom's house. His parents were out of town and they had the best selection of alcohol available to them. Also, they were hardly ever home, and even when they were, they didn't care about what Tom got into, so it was easily accessed, which was the perfect combination for a high school after party. Katherine invited Derek and although he really didn't want to go – it wasn't really his scene – he agreed because it was Katherine.

Of course, Derek didn't stay at the party long. Christie was having a good time and everything, but she couldn't drink because she was the designated driver, so they bowed out early. Derek was going to see Katherine the next day anyway, so it wasn't like he had to worry about waiting to see his crush. However, as he was leaving, he noticed that Katherine and his flame Daniel Harris were arguing about something. And Derek's mind just had to wander with that little scene that he caught as he was walking out of the house.

Needless to say, that night, Derek's dreams were filled with high resolution videos of Katherine bursting through his door and explaining that she'd broken up with Daniel because she realized that she loved Derek. They were scenes fit for a romance movie, and in the morning when Derek woke up, he felt like a real idiot for even thinking it. But damn, while they lasted, those dreams were so good. If only his life actually played out the way it had in his dreams. He would have been one happy man if that were the case.

Derek woke to a text message from Katherine explaining that he was going to be late because she had drank a little too much the night before and she was sleeping it off at her friend Becky's house. He didn't hesitate to send Katherine a text telling her to take all the time she needed. It was Saturday, so they didn't have anything else to do that day. Hell, Katherine could have come over at ten o'clock at night and spent the night at Derek's house, and no one would have said anything about it. After all, his parents thought that he and Katherine were best friends now, and it wasn't unusual for a friend to stay at another friend's house.

Then again, maybe it was. After all he and Katherine were both over the age of thirteen, so maybe if they had sleepovers, his parents would think that there was something else going on between the two of them. No, he couldn't let that happen! He was trying so hard to keep it a secret! But then, Katherine had just explained that she'd crashed at Becky's place, so Derek was just being paranoid. Obviously, he needed to just calm down and take a break from everything. But then again, Katherine and Becky were both girls, so what did he know?

A shower seemed like the best thing to do in order to relax and take his mind off everything else, so that's what he did. Because there was no one else in the house right now, Derek took a much longer shower than was necessary. He deserved it. His emotions were in turmoil over everything that he was dealing with over the last few weeks and this shower just hit the spot. Katherine had a boyfriend and still Derek couldn't get over her.

Last night had a lot to do with that though, Derek supposed. He'd seen Katherine and Daniel fighting. Now, it was true that he had no idea what they were fighting about, but that didn't mean anything. They had been fighting. And fighting usually led to break ups if it was bad enough. Derek was secretly hoping that it was bad enough for them to have broken up. Sure, it was kind of mean, but he couldn't help the way he felt about Katherine. After all, he already had almost all the odds against him – Katherine breaking up with her boyfriend would have been a win for Derek.

Unfortunately, he didn't have time to get dressed before Katherine was knocking on his door. Derek was still home alone, so it wasn't like he could pawn the task of answering the door off on another person. Then again, he wasn't ashamed of his body, so there was no need for him to overthink answering the door in his towel. Pulling the door open, Derek greeted, "Hi Katherine! Come on in. Sorry about the lack of clothing, but I just got out of the shower." He led the way to his room before he grabbed some clothes and headed into the bathroom to get dressed.

Once he had clothes on, Derek returned to his bedroom, flopping down onto the bed next to Katherine after he had all of their supplies gathered up. "Okay, so we're almost finished. I bet if we work until late tonight, we'll be done before the night's over," Derek explained. He couldn't help the small pang of hurt that spread through his chest at the idea of not being able to hang out with Katherine like this anymore once this was finished. Sure, they had become close friends, but that didn't mean they were going to continue to get together after this was all over.

For all Derek knew, he was just a grade to Katherine. The older girl seemed to like him, but Derek may have been mistaken. After all this was over, Katherine was probably going to go on with her life and never speak to Derek again. After all, Katherine was a senior and Derek was just a freshman. Why the hell would Katherine want to waste her time with Derek?

No, Derek wasn't going to let himself think like that. He and Katherine were friends at the very least and Katherine wasn't the kind of person who would just ditch Derek once they passed this project. The smile that had formed on Derek's lips quickly vanished when he looked at Katherine and saw that she had a whiskey bottle pressed to her lips and she was drinking it like it was water. "Katherine, what are you doing?" Derek asked, grabbing the bottle and quickly snatching it away from Katherine.

Now that Katherine was looking at him, Derek could see just how inebriated she still was. There was no way they were going to get anywhere on the project with Katherine this smashed. "What?" Katherine demanded, mumbling a protest when Derek took the bottle. "'S just whiskey! Give it back!" She reached for the bottle and tried to grab it out of Derek's hands but instead she toppled over and fell into Derek's chest, knocking them both off balance and sending them crashing to the floor.

A small groan escaped Derek when Katherine landed on top of him, his breath momentarily leaving him. He was just glad he'd had enough sense to put the cap back on the whiskey before Katherine attacked him, otherwise he would have gotten in trouble with his parents. If his room smelled like whiskey, even if he hadn't been drinking any, his parents would assume that he was guilty. "Are you all right?" he asked Katherine, giving her a gentle push so they weren't laying on top of each other like this. It was uncomfortable for him and he didn't want Katherine to realize that he was growing hard in his jeans.

"No," Katherine answered gruffly, unsteadily pushing herself off of Derek and leaning against the bed. Keeping her eyes glued to the floor, Katherine explained, "Daniel and I broke up last night. She said that I didn't pay enough attention to him and he was going to find someone who did. But I explained to him it was because I had this project due and after we'd spend more time together, but he didn't want to hear it. He said I was picking you over him and he didn't like it. So, he dumped me."

He tried really hard not to show his excitement as he bit into his lip, glancing at Katherine from beneath his bangs. "Oh, I-I'm sorry to hear that," he lied. "But you know what, if he didn't want to stay with you, then it's his loss. You're a great, amazing girl Katherine and if the person you're with can't see that, then they don't deserve to be with you." Derek's cheeks flushed when Katherine glanced up at him at his words, but he needed to get them out. It was true. Katherine was amazing and Derek would have killed to be in Daniel's place.

Katherine's eyes caught Derek's as a small smile came to her lips. "Yeah? You really believe that?" she asked, her smile widening when Derek nodded. Slowly, Katherine pushed herself away from the bed and moved closer to Derek, her eyes never leaving Derek's. "Do you think that I'm a great, amazing girl?" she asked, stopping when she was just inches away from Derek.

It was getting hard for Derek to breathe. Katherine was practically on top of him, close enough to touch. Derek could feel the heat rising to his cheeks once more. He didn't know what Katherine was playing at, but he felt like he needed to assure Katherine that he was good enough for anyone who wanted her and that Daniel was an idiot for throwing her away like yesterday's trash. "Y-Yeah," Derek answered, swallowing thickly as he looked at the ground, breaking his and Katherine's eye contact finally.

Before Derek knew what was happening, Katherine gripped his chin with one hand and grabbed his shoulder with the other, lips crushing against Derek's in a messy, heated kiss. When Derek's lips parted on a gasp, Katherine took the opportunity to shove her tongue into the hot, wet cavern, teasing Derek's tongue in an attempt to make him return the kiss. To her excitement, Derek did, Katherine quickly moving her hands so that his fingers were fisting in Derek's shaggy chestnut hair.

Holy shit, he was kissing Katherine fucking Jones! His brain was still trying to process that when Katherine shoved him down onto his back, blanketing Derek's body with her own. And God, it felt so good right now. "K-Katherine," he whispered when the kiss was broken, head turning to the side to offer Katherine better access to his neck. "W-Wait, please?" Derek couldn't believe he was telling Katherine to wait. This was what he had been praying for since he laid eyes on Katherine and now he was telling her to wait?! What the hell was wrong with him?!

But Katherine was drunk, so Derek had to make sure she was coherent enough to at least know she wanted this. If she was only doing this because she was hurting and she'd had one too many swigs from that whiskey bottle, Derek wasn't going to let this continue. He wanted it to be real. If Katherine wasn't in her right mind enough to know what she was doing – what she was offering – Derek wasn't going to let it go any further. It needed to be real.

Although it was the last thing she wanted to do, Katherine pulled back from the spot on Derek's neck that she was attacking, though she couldn't stop her hips from moving rhythmically against Derek's thigh. "What's the matter?" Katherine asked, dark hazel eyes full of lust gazing down in Derek's equally dark blue ones. "Don't you want this?"

Of course he wanted this! There was no doubt in Derek's mind that he wanted this! "I…yeah," he answered with a nod. "I just want to make sure this is what you want." Slowly, Derek ran his fingers through Katherine's long brunette locks, smiling up at her. "I mean…you seemed pretty drunk a few minutes ago. Are you sure you're not only doing this because you're drunk and want to get off with the first willing body you can find?"

Only half of what Derek said registered in her mind. Katherine caught the important parts like 'yeah' and 'willing body,' but other than that, she just hadn't been listening. Derek's thigh felt really good under her and she wanted to keep going. She wanted them to be naked and she wanted to just fall into Derek without much thought. Katherine just wanted the pain of her previous break-up to go away. And Katherine knew that Derek had feelings for her – he could tell by the way Derek looked at her all of the time and the words he'd said to her just a few minutes ago. And right now, Katherine was willing to give Derek what he wanted.

The fact that she didn't necessarily love Derek didn't register in her mind right now. It didn't matter that they barely knew each other and neither of them had ever talked about taking it to any level, let alone this level. All she cared about right now was that she was horny and there was a decent looking man right under her that was willing to take care of her. It wasn't like she was actually performing any taboo acts here. At least not in her mind. People had sex all of the time just for release. And no one else was going to know about this. It was just her and Derek.

Without another thought, Katherine crushed their lips together again, her hands pushing at Derek's shoulders to keep him down on the ground. She was in control here and she wasn't about to let Derek get the upper hand. Her hands slowly slid down Derek's torso, moving over the hard planes of Derek's body. Derek wasn't too buff, still holding that lanky frame of a fifteen year old boy, but there was potential there – muscle hidden beneath the baby fat that still lingered. Briefly, Katherine thought that Derek was going to grow up well before her hands slid under Derek's T-shirt, pushing the fabric up as she went.

Surprisingly, Derek actually found that he liked the rough treatment Katherine was showing him. At first, he'd wanted to touch and maybe even press his body closer to Katherine's, but when he was held down like that, all of his blood just seemed to rush south and cause his already hard dick to grow even more. This was his first sexual experience, so he was learning things about himself and what he liked, and he was glad that it was Katherine showing him this new side of himself. But when his shirt was pushed up and Katherine thrust against him, sending his body sliding up the floor, Derek hissed in pain. The last thing he wanted was rug burn, which was going to happen if they stayed on his floor.

"Katherine," Derek mumbled softly, pushing at Katherine's shoulders gently to get her attention on his face instead of on his neck where Katherine was currently sucking and biting. "Hey, c'mon, look at me." When Katherine finally did as she was told, Derek explained, "Let's move this to the bed. M'gonna get rug burn if we stay down here."

Getting on the bed required moving, and that was one thing that Katherine didn't want to do. But she wasn't going to protest it because Derek didn't want to get rug burn. Katherine felt she had no right to deny Derek the right to feel comfortable. "'kay," she muttered, slowly pushing herself away from Derek and getting unsteadily to her feet. Yeah, she was a little drunk. So what?! She was coherent enough to know that she was about to have sex with Derek, and she wasn't about to stop right now.

Once Derek was on his feet and close enough to the bed that the backs of his knees were touching it, Katherine pushed Derek down onto the mattress, quickly following after him. This time, Katherine wasted no time getting Derek's shirt off, hands moving to his pectoral muscles and giving the flesh in his hands a firm squeeze. Fuck, he could tell that Derek worked out – probably not as much as Daniel did, but he definitely worked out. It was different from anything Katherine had ever done – way different than his encounters with Daniel – and Katherine had to admit at least to herself that she kind of enjoyed it. Derek was so inexperienced and he had no problem with letting Katherine lead.

Again, Katherine's hands slid down Derek's torso, working the button and fly on Derek's jeans open as she dipped her head and sucked one of Derek's tight, cinnamon hued nipples into her mouth. A small smile came to her lips when Derek groaned and arched his body into Katherine's, Derek's back bowing off the bed as one hand fisted in Katherine's hair while the other did the same to the crisp sheets beneath them. Katherine also had to admit that she loved how damn responsive Derek was. Everything that she did to Derek, he had a reaction to and Katherine absolutely loved it – she couldn't get enough of it, actually.

When she felt that she had given Derek's nipple enough attention, she moved to its twin, giving the same amount of attention to it. As she sucked and teased Derek's nub with her lips and tongue, Katherine tucked her thumbs into the waistband of Derek's jeans and boxers, getting them both pulled down to Derek's mid-thigh with one tug. She had to pull off of Derek's nipple in order to get his clothing the rest of the way off, but it was worth it. Seeing Derek completely naked –except for his socks – was definitely worth it.

This wasn't happening. There was no way this was actually happening. Clearly Derek had fallen asleep and he was dreaming all of this. He could have almost believed that if it didn't feel this real. Derek knew he was awake – he even pinched himself just to be sure when Katherine wasn't looking. Katherine was actually going to have sex with him, and Derek was in awe. Still, that didn't mean he felt comfortable laying here with all of his clothes off while Katherine was fully clothed. That just wouldn't do.

Reaching for Katherine's shirt, Derek gave it a tug, pouting when he didn't get the fabric off Katherine's body his first try. "I want this off," he all but whined, pulling at the shirt once more, not caring that he was stretching it. Pushing himself off the mattress a little, Derek got a better grip on the shirt and pulled it over Katherine's head, lips latching on to Katherine's pulse point once the shirt was tossed into the corner to join the growing pile of clothing there.

An almost animalistic growl escaped Katherine when Derek sucked on her pulse point, that particular area being a weakness of Katherine's. Roughly, Katherine gripped Derek's shoulders and yanked him off her neck, crushing their lips together once more. She didn't hesitate as she shoved her tongue into Derek's mouth, massaging Derek's own and trying to get him to engage in the kiss as well. Meanwhile, Katherine pushed Derek back down onto the bed, grinding their hips together as a deep moan escaped her throat.

A soft hiss escaped Derek when Katherine started grinding down against him. It wasn't unpleasant or anything, but he had to admit it did hurt just a little bit. After all, Katherine still had her jeans on while Derek was completely naked and the rough denim was rubbing against his overly sensitive flesh the wrong way. Not that Derek was going to blame Katherine for that. It wasn't Katherine's fault her jeans weren't soft to the touch. "Katherine," he groaned softly when the kiss broke, hands reaching down to grip Katherine's hips before pushing her away slightly. "Get your jeans off. S'not comfortable."

God, Derek really was needy. Then again, she could appreciate that having rough denim rubbing against his bare cock wasn't necessarily ideal for Derek. So, she pushed herself away from Derek, instead straddling his waist ass he smiled drunkenly down at him. "Take them off for me," she instructed, biting into her bottom lip at the look of pure lust in Derek's eyes. She had to appreciate that the kid was smitten with her – even if she didn't share the same feelings.

Derek quickly scrambled to do as he was told, marveling at the idea of getting to undress Katherine. He never thought this would be happening and now that it was, he was going to take full advantage of that fact. His hands were trembling as he worked the button and fly of Katherine's jeans open, showing just how much of an amateur Derek was in this department. Honestly, he was lucky that he had condoms in the drawer, otherwise this wouldn't be happening right now. Hooking his thumb into the waistband of Katherine's jeans and panties much like Katherine had done his, Derek pulled the offending fabric off Katherine's hips, allowing Katherine to kick them off of the foot of the bed before she resumed her earlier grinding actions.

Yeah, that felt so much better. Again, Derek groaned in pleasure as Katherine started kissing and sucking his neck, Derek gladly turning his head to the side in an attempt to offer better access for Katherine's ministrations. As he enjoyed what Katherine was doing to him, Derek took the opportunity to get the condoms from the drawer where he kept them hidden. Katherine had picked a perfect day to show Derek that she was interested in him. His parents were visiting his brother at college and were staying at a hotel close by, and his sister was sleeping over at a friend's house, which meant they had the whole house to themselves. Derek was guessing that was a good thing because he was very vocal. And that was only when he was masturbating – he could only imagine how loud he was going to be while having sex with another person.

Once he had the condoms in hand, Derek tossed it onto the bed beside them, his hands instantly moving to grope at Katherine's back, fingernails leaving half-moon shapes in Katherine's skin where Derek held on too tightly. Katherine didn't seem to mind the rough treatment, so Derek didn't apologize. What he did do though was beg. This was moving too slowly and Derek wanted to feel himself inside Katherine. "Kat, please…" he breathed, nipping at Katherine's ear. "Want to be inside you. Please?"

Of course, Katherine had no objections to that. After all, that was the reason they were in this position. It had been the plan from the start. Grabbing the condoms Derek had thrown onto the bed, Katherine took one out of the box, ripping the plastic open with her teeth. Derek was hard enough that he didn't need much help in that department so Katherine just rolled the condom over his erect penis, fingers fondling Derek's balls before she pulled her hand away from his privates.

Derek was scared. But he was excited at the same time. He was inexperienced – very inexperienced. Sure, he'd watched porn, but that was the extent of his sexual knowledge. He'd really only ever even kissed one girl in his life and he'd found out later that had just been on a dare. He needed to stop thinking so much. He wasn't going to be able to enjoy it if he was over thinking this the whole time.

He needed to just focus. Katherine was on top of him and he needed to at least act like he had some idea of what he was doing. Derek hadn't watched a lot of porn in his day, but he'd watched enough to know the basics. Like Katherine's bra was still on – he wanted that off.

Pushing himself off the bed onto his elbow, Derek used his free hand to reach back behind Katherine and fiddle with the hooks of her bra. He didn't expect it to be so hard to take off though. His brows furrowed as he reached back with the other hand and tried his luck with both hands. It never looked this hard on the videos he'd seen. Oh God, he was making himself look like an idiot in front of Katherine. He really needed to get it together.

A small chuckle escaped Katherine as she rolled her eyes and reached back to help Derek with her bra. "Have you ever done this before?" she asked as she effortlessly worked the article of clothing open and tossed it to the opposite side of the room.

Great – now Katherine knew just how much of a loser he really was. His inexperience revealed by a dumb bra. Maybe he could lie and she would believe him, but he didn't want their relationship to start out and be built on a lie. "N-No," he answered, breaths coming out in stuttered pants as he tried not to focus on Katherine being naked and willing right in front of him. "B-But don't stop. I wanna keep going. Please don't stop, Kat."

How the hell was Katherine supposed to argue with that? "I'm not gonna stop," she assured Derek with a shake of her head. Her hand reached down for Derek's, grabbing his wrist and tugging it up to splay his hand over her exposed breast. Her head tilted back in pleasure when Derek gave an experimental squeeze, Katherine actually enjoying the lack of experience Derek had.

Slowly, she reached behind herself to grip Derek's erection once more, positioning him by her entrance. "You ready baby?" she asked, fingers of her free hand carding through Derek's sweat damp hair.

All Derek could muster as a response was a shaky nod. Really, he did want this, but he was so close to cumming already just from the attention Katherine had given him. He was so hard that it was almost painful and Derek knew that once he was inside Katherine, he wasn't going to last much longer. And it was the most embarrassing thought that he'd ever had. If he hadn't already told Katherine he was a virgin, she surely would have known as soon as they got into it and he turned out to be a one pump chump.

Luckily, Katherine took it slow, stopping every fer inches to give herself time to adjust. Derek was big. And unlike the rest of the cheer leading squad, Katherine hadn't slept with the entire football team. She'd only been with the captain. And that had just been a few times.

She stopped once Derek was fully sheathed inside her, her legs shaking with the effort to keep herself still. Katherine knew that Derek was a virgin, which probably meant he wouldn't last long, so she was taking a minute to relax. After all, she wanted to enjoy this too and she was nowhere near release.

After a few minutes, Katherine wiggled experimentally, breathing in a shocked gasp at the pleasure she felt now that she was used to the invasion. "Ah...Derek, I'm gonna move now," she warned, one hand moving to fist in Derek's hair once more as she yanked him into a heated kiss.

Derek braced himself for what was going to happen next. He wanted this to last forever. Katherine kept her movements slow and gentle as she pulled almost completely off Derek, sliding down slowly, watching Derek's reaction to her movements. Satisfied that Derek seemed to be enjoying himself, Katherine repeated the action, moving just a bit faster – a little harder – this time. Again, Derek seemed fine with it, so Katherine kept going until she was all but slamming back down onto Derek.

And it felt good. It felt so fucking good. Katherine was tight and she was gripping Derek's cock just right on every thrust. Angling her hips, Katherine smirked slightly when Derek gasped and then groaned in pleasure. The pure pleasure on Derek's face let Katherine know that she's hit a good rhythm. So she did it again. And then again, one hand gripping Derek's tricep while the other continued to fist in his hair. When Derek's member brushed against her sweet spot, Katherine almost lost it. "Oh God, Derek," she breathed, head dipping down to nip and suck at the younger man's neck and shoulder.

Although he'd been worried he wasn't going to last long, Derek was pretty proud of himself. He wasn't sure just how long he'd already lasted, but it was definitely more than one pump. But he knew he wasn't going to last much longer. Katherine was working him so well and he'd been waiting for this moment for the last six months. "Fuck, Katherine," he responded to her breaths, gripping her hips as he felt his balls draw up tight against his body. He came with a loud cry of pleasure, his back arching off the headrest as he dragged Katherine impossibly closer.

Derek's orgasm caught Katherine by surprise. His hands on her hips drawing he in closer, short, blunt fingernails digging into her flesh was alarmingly attractive. She liked that Derek was sort of taking control. She felt his cock almost seizing inside her with his release, pulling Katherine over the edge with him as a loud cry escaped her lips in answer to Derek's.

When her orgasm subsided, Katherine collapsed onto the bed, barely remembering to roll so that she didn't fall on top of Derek. Her eyes wandered to the window as she tried to catch his breath, Katherine realizing that it was already dark outside. And she was still exceptionally drunk, so it wasn't like she could walk home like she had originally intended to do when Becky brought her here. Now she had no idea what she was going to do.

Movement from the other side of the bed brought her back to the moment, a small frown coming to her lips when Derek flopped his gangly limbs over Katherine in some semblance of cuddling. Katherine surely wasn't going to cuddle with him. Scooting over a bit to escape Derek's arm and leg, Katherine asked, "Do you think your parents will care if I sleep here tonight? My car's still at Becky's and I don't think I'm sober enough to walk home in the dark."

Feeling a bit offended by Katherine not wanting to be touched, Derek muttered, "My parents aren't gonna be home tonight. It's just me. And I don't care if you stay here." He figured that Katherine wasn't a cuddler – not everyone was, after all – so he rolled onto his opposite side, back facing Katherine. He almost forgot that he was still wearing the condom on his spent dick, quickly pulling it off and tossing it into the waste bin before he curled into a ball and tried to get some sleep.

**~~**

Sunlight filtered in through the curtains, causing Katherine to groan softly. Her head hurt like hell and she just wanted to sleep the day away. She realized when she cracked one eye open that she wasn't in her room though, which prompted her to wake her ass up pretty quickly. Katherine didn't remember crashing at someone else's house. Hell, she didn't remember much of anything. All she knew was that she was in someone else's bed, her body hurt like she had just been in a fight with a UFC fighter, and she was naked.

Well, that was never a good combination.

She froze when the bed beside her moved. Shit, not only was she in someone else's bed, but there was someone else in the bed with her. Katherine almost didn't want to know who it was, but curiosity got the best of her. Slowly, she turned her body so she could see who had been her bedmate last night, only to have a wave of nausea hit her. Holy hell – she'd slept with Derek Michaels last night!

This wasn't good. Derek was four years younger than her and he was her partner on her history project. Oh yeah, and he wasn't Daniel! Katherine wasn't that girl! She was loyal to her man! Seeing the bottle of whiskey on the floor beside the bed, Katherine groaned once more. Dammit, she'd been drunk when she fucked Derek. This just wasn't going to end well.

Derek felt the bed moving vaguely in his sleep, letting him know that he wasn't alone. Slowly, he blinked his eyes open, allowing consciousness to take him as his eyes adjusted to the light in the room. A small smile came to his lips when he saw Katherine leaning over him. Katherine had stayed all night. She hadn't left. That had to be a good sign, right? "Morning," he greeted, stretching his long body out on the bed, though he was careful not to hit Katherine.

His whole body hurt. But it was a good kind of hurt so Derek couldn't complain. Sure, they were probably a little rougher than they should have been, but they'd finally gotten together, so that made up for it. Cupping Katherine's elbow, his thumb rubbing soothing circles into the skin there, Derek asked, "How did you sleep?"

Although she didn't mean to, Katherine recoiled away from the touch as though she had been burned. "I…" she started, only to snap her mouth closed. God, how was she going to say this?! "What happened last night?" she went for instead, figuring that it was a pretty good start. Maybe Derek had been just as drunk as she had been and this whole thing was just a mistake.

No such luck. Derek frowned softly when Katherine pulled away like that, wondering if Katherine had an issue with being touched unless they were having sex. "You don't remember?" Derek asked, another small smile coming to his lips as he scooted just a bit closer. Even if Katherine didn't want the contact, Derek did. And he was fine having sex with Katherine again if that was the only way to get her to touch him. Reaching up, Derek carded his fingers through Katherine's hair as he explained, "We made love last night. It was perfect. You were perfect."

When Derek leaned up to nip at her ear, Katherine skittered backwards so quickly that she fell off the bed. She heard Derek asking if she was all right, but she was preoccupied with trying to find something to cover up her nakedness. Grabbing a shirt from the pile of discarded clothing, Katherine quickly slapped it over her crotch as her other arm slung across her chest, feeling a little better now that her junk wasn't hanging out for Derek's prying eyes.

It was a mistake. That was all it had been. At least that's what Katherine saw it as. Derek clearly saw it as something different and Katherine was going to break Derek's heart with the truth, but she needed to say it. She wasn't going to lead Derek on more than she already had. "Derek, listen," she started, frowning once more when Derek's expression fell. Like he already knew what was coming. "Last night…it wasn't…" God, she had no idea how to say this. "It didn't mean what it meant to you for me. I was drunk and I just…I don't remember any of it."

A small frown came to Derek's lips at Katherine's explanation. No, she'd wanted this. Derek had even given her a chance to stop and she hadn't taken it. That could only mean that Katherine had been into it, so Derek wasn't going to let her taint this memory. Slowly, he shook his head, licking his lips as he explained, "No, you wanted it too." Pushing himself off the bed, Derek kneeled down next to Katherine, one hand fisting in Katherine's hair as he leaned in closer. "It doesn't matter if you don't remember it, Kat. I can make you remember it just fine."

Katherine squeaked – actually squeaked – with surprise when Derek's lips crushed against hers. For a minute, she was frozen on the spot due to the shock that was running through her. But when Derek tried to remove the shirt she was using as a blanket, Katherine quickly jumped into action, gripping Derek's upper arms and pushing him away, holding him at arm's length. "No Derek, listen to me," she protested, shaking her head. "I was drunk. That's all it was."

At Katherine's words, Derek felt tears pricking his eyes even as he shook his head. "No, no you're lying," Derek argued. "I even asked you if you wanted it and you said yeah. I gave you a chance to stop and you just kept kissing me."

"I don't remember any of that, Derek," Katherine explained helplessly. "It was obviously a mistake. And it can't happen again." She saw how Derek visibly flinched at the words, but they needed to be said. "I-I should go." Quickly, Katherine stood and picked through the pile of clothing until she found all of her stuff, yanking it onto her body without care. Once she was completely dressed, she turned her attention back to Derek. He hadn't moved since Katherine started getting dressed.

Before she left the room, Katherine explained, "You can't tell anyone about this Derek. Promise me that this stays between us." When Derek didn't make a move to show that her words had registered, Katherine got on her knee and shook Derek, making sure he was looking at her when she repeated, "Promise me you're not going to tell anyone about this, Derek. It stays between us."

Although he wanted to scream it at the top of his lungs – to call Christie and tell her that he had lost his virginity to Katherine – Derek knew that he couldn't. There was genuine fear in Katherine's hazel eyes at the thought of someone else knowing she'd stoop so low as to make love to – no, fuck – Derek, and he knew that he couldn't let it out. "Yeah," he whispered, his voice broken. "I won't tell anyone."

Reassured that the secret was safe, Katherine pushed herself to her feet once more. With a muttered thank you, Katherine was out of the room and out of the house. As soon as she was gone, Derek collapsed into a heap on the floor, sobbing openly into the pillow that Katherine had been sleeping on the night before. He had been a fool to think that someone like Katherine would actually want him. No, she had just been using him for sex – that's all Derek was to her.

**~~**

The History project was finished by Derek alone, not that he really minded. It was just the finishing touches anyway. He and Katherine only spoke so they could put on the presentation and then Katherine went back to pretending that Derek didn't exist. Katherine was back together with Daniel now, so Derek figured that it was easier for Katherine to forget about the night they had. But Derek couldn't forget. Not that he was really trying to.

His freshman year went on in a blur until it was finally over. And yeah, Derek still didn't understand how people thought high school was the best years of their lives. Derek was summing this year up as one of the worst he'd ever had the displeasure of living.