Disclaimer: I own nothing

A/N: This is completely inspired by my Role Play character on twitter; which means this is dedicated to Matt; who plays Oliver.

~ Head Over Heels ~

Lilly looked at her boyfriend, a small smile playing on her lips as he took one step towards her. His hand was on her cheek within a second, lightly brushing against her cheekbones as she kept her eyes connected with his. He smiled down at her, moving his hand up her face to brush some stray strands of dark blonde hair out of her face.

Her smile grew as her own hand pressed to his chest, and before she knew it his hands had dropped to her waist, wrapping around tightly before pulling her into him. She blushed a little at the contact, they were so close, she wondered if even air could get through the tiny gap that was left between them.

She let a small gasp out as his lips found their way to her neck, tilting her head back as he trailed the kisses down. Her heart thumped in her chest as her fingers curled around his shirt, bringing him impossibly closer to her before his lips crashed onto hers in a sudden burst of passion.

She smiled into the kiss, her hands sliding up his body and wrapping around his neck. Her fingers curled into his soft hair, forcing him to let out a small moan of pleasure as he deepened the kiss, forcing Lilly back into a wall.

She nibbled his lower lip as she felt her body hit the hard wall behind them, gasping for air when they finally pulled away. Oliver's lips were back to her neck within a few seconds, hard kisses that she was sure would leave her with bruises but she didn't care; she loved him.

His hands moved to her hips, pushing her against the wall with a sudden force as his lips fell onto hers once more, this time the kiss was filled with desperation, his lips roughly attacking her own as she did the same to his. Her hands were tangled in his hair as she gripped him tightly, wishing she didn't have to come up for air.

She was the first to pull away this time, smiling a little when he delicately placed his lips on her nose and moved up to her forehead. She shivered slightly when his hands ran up her body, reaching her face and cupping his hands on her cheeks. She let her own hands trail down instead as his lips fell onto hers again; this time softer, a secret question hidden beneath it.

She slightly nodded, already knowing what he was thinking as her hands found their way down to the hem of his shirt. She bit down on her lip, refusing to look him in the eyes as she looked down at her trembling hands, she shook her head, she knew she was ready, she just didn't know how to do this.

It took one deep breath before she pulled up the shirt slowly, smiling when he helped her and chucked his top on the floor. Their eyes met, as he pulled her up, her legs wrapping around his waist and her arms resting on his shoulders. She looked down at him, her hair falling onto his face as he brushed some out and laughed.

"You sure?" His voice was just a whisper, cracking a little as he looked up at her, smiling when she nodded and grinned down at him. She bit down on her lip as he started walking over to the stairs, slowly letting her down as he grabbed her hand in his, lacing his fingers through hers and leading her upstairs.

Her eyes closed for a second, trying her best to figure out if this would be the right thing to do. But it was with Oliver, and she loved him; surely that was enough? She nodded in agreement with her own thoughts, soon finding herself in his bedroom as he pulled her in quickly and shut his door.

She glanced around nervously, she had been in here so many times but it was purely innocent – this time it was different. She breathed in a sharp, shaking breath as he looked at her, putting his hands softly on her cheeks and placing his lips on hers.

"If you don't want to, just say it." He smiled at her, his fingers grazing her cheeks as she shook her head, "I want to.." He grinned, taking her hand in his and leading her over to his bed, gently pushing her down and crawling on top of her.

His hands fumbled at the buttons on her shirt, her lips on his chest as he did so. She trailed gentle kisses down, her hands moving down his chest, biting down on her lip as he grinned at her.

She kissed him as her hands slowly worked on his belt, smiling when he did the same with her bra. She looked around the room as he slid off his pants, turning a dark shade of red as she thought about what she was about to do with Oliver, her childhood friends, her best friend.. her boyfriend.

She shook the thoughts off, she knew this was right, she wanted to do this and so did he. "Lilly..." He looked at her, pulling her face to look at him as she moved her hands around his neck, "I love you so much." He whispered, resting his forehead on hers as she beamed at him.

"I love you too Olly Pop." His lips pressed against hers, her hands running through his hair as his own hands trailed up and down her body. She let out a breath when they finally pulled away, "Ready?" He asked,

"Yes; you?" He nodded, kissing her neck before looking into her eyes, "You're my kind of girl Truscott." He grinned, winking at her as she giggled and pulled him down to kiss him on the lips.