AN: Hello everyone. Someone asked me to write this story, and I couldn't say no, because it was the first time that i'd ever been asked a request. So here it is :)

DISCLAIMER: I don't own anything from Make It Or Break It!

Kaylie

Who am I thought Kaylie Cruz. I'm the Woman's Nationals champion, but I'm also the girl who keeps getting hurt by boys. Why do these things keep happening to me. First, there was Carter, who I loved. Turns out that he'd slept with my best friend Lauren. Then there was Nicky. I'm not sure how that one happened, but he ended up going to Denver. And then there was Austin, sweet-caring-Austin. That one was worst, because he'd gotten angry at me, then slept with a random girl, and flaunted it in my face. Sasha kicked him out of the gym, because he'd gone public with her, but it didn't stop the hurt.

My Mom and Dad were officially back together, and very happy which made me feel even worst. Payson and Max where happy as well, finally admitting their love towards one another. Payson was the only one that I trust anymore, with Emily gone and Lauren being a royal bitch, you could say that we've gotten closer.

Right now, Payson was at my house, and we're having a sleepover. We're just about to watch re-runs of the Vampire Diaries, our favorite TV show. Payson came back into my room with a bag of popcorn, right before the show started.

"I didn't miss anything did I?" Payson asked.

"Nope."

"You want some popcorn?" she asked.

"I'm not really hungry." I told her.

"Kaylie, you barely touched your plate during super, you have to eat something. You can't go back to that." She said referring to my eating disorder.

"I'm not. I swear. I just have a lot on my mind." I answered her honestly.

"You know you can talk to me right?" she said, trying to get my to confide in her.

"I don't know pay," I answered.

"Can I tell you something?" She asked.

"Yeah." I told her.

"You can't tell anyone, because this is big."

"I'm not that kind of person pay." I told her.

"Alright, I slept with Max"

My eyes widened remarkably for my friend, as did my smile. "How was it?"

"I was really nervous at first, but it was so amazing!" she exclaimed. Then she started giving me a play by play about how everything went down.

Payson

Max and I were heading back inside after skating on his pond. It was starting to get dark, and a light snow was falling. I turned to look at the outline of the sunset one last time, when Max wrapped his arms around me and put his chin on my shoulder and whispered into my ear.

"It's so beautiful, but not as much as you." Then he pecked my ear. I turned to face him, and put my arms around his neck while giggling and then said "You know you can be extremely cheesy when you want to, but I love you for that." She said giving him a long passionate kiss on the lips.

"I love you too." He said smiling, and kissed me back then said "Let's get inside, I have a couple more surprises for you." I smiled after he finished his sentence.

We walked inside and he pulled me into another kiss. I noticed that things where starting to get heated. I was slightly surprised to see myself responding so intently to the kiss. I wrapped my arms around his neck and played with his hair, pulling him closer. He wrapped his arms around my waist and backed us up until I was pressed against the counter. He lifted me onto the counter, and I wrapped my legs around him. I felt him playing with the hem of my shirt, then I felt his hands on the skin of my toned stomach, tracing patterns.

I moaned into the kiss when I felt his hands move up and down my sides, the finally cup my breast. He then moved to kiss and suck and nip at the sensitive skin on my neck, while his hands, undid the buttons on my shirt, one by one. Once he finished unbuttoning my shirt, he pushed it over my shoulders and let it fall on the counter. His hands moved back to my breasts, where he weighed and kneaded them.

I turned my head and pressed my lips back to his. I grabbed the bottom of his shirt, and pulled it over his head, revealing his sculpted chest. I ran my hands along it, feeling every inch of skin that was exposed for me. he then backed up enough for me to stand up in front of him. We stumbled our way into my bed room, never once breaking the kiss. Once in my room, he backed me up until the back of my legs hit the mattress. My knees gave out, and I fell onto it, pulling Max down with me. We backed up until our heads where on my pillows, and the moved to suck on the other side of my neck.

I closed my eyes and let myself enjoy the pleasure of this situation. I turned us around so that I could straddle him. I felt his hard underneath his jeans, and rubbed myself against it, trying to sooth the ache forming itself between my legs.

He undid the button for my jeans and pulled down my zipper, then flipped us over so that he could remove them from my body. We were both breathing heavy. It wasn't long before our lips reconnected with as much passion as earlier. I felt his hand cup my breast again, and I arched my back, trying to bring myself closer to him. He slipped his had along my back and unclasped my bar, and then pulled it off. Moments later, his mouth was on my right breast, teasing my hardened nipple, and he was using his other hand on my left breast.

His touch felt so good. Every time he flicked my nipple with his tongue, it would send little jolts of electricity throughout my body. I grabbed his chin and pulled him back up to my lips. I just loved kissing his soft lips. I moaned when I felt him squeeze my ass with his hand.

He started placing kisses everywhere on my body, first my jaw, then shoulder, then the valley between my breasts, and he kept going lower and lower until he reached the top of my black lacy panties. He hooked his fingers in the sides, and pulled them down the length of my legs, then threw them somewhere in the room. I was now completely bare before him. He continued giving kisses in my thighs, getting closer to my heated center. I opened my legs wider for him.

I gasped when I felt his tongue along the length of my folds. My gasps turned into moans, that where getting louder and louder. He brought his mouth to my clit, and started eagerly sucking, tweaking, nipping and licking it. He then suddenly inserted a finger in my opening, and I screamed out in pleasure. He started moving that finger in and out, without stopping his ministrations on my clit. Soon enough, he added another finger, and increased the pace. I knew that I was going to climax very soon.

"Mmmaaaxxxx." I mumbled. God this felt so good. He added a third finger and I knew I was almost there. Then he started curling his fingers inside of me, and I screamed out in bliss as I came on his fingers. He licked all off my juices, and made his made back up my body and kissed me. I could taste myself on his tongue, and that turned me on even more. We kissed for a little while longer, before I turned us around to straddle him again.

I undid the button of his jeans, before pulling them down his legs and throwing them to the floor. I made my way back up his body, and placed my hips over his growing erection. I grinded my hips against him, and I heard him groan, so I repeated this movement for a little bit.

I pulled his boxers down to his ankles, where he kicked them to the floor. I saw his long member curving towards his belly button. He was really big. I moved myself over to place a small kiss against his tip, and I heard his sharp intake of breath.

He turned us back around and positioned himself at my entrance.

"Are you sure about this?" He asked.

"Mmhmm." I said, pushing my hips forward.

I felt the tip of him enter me, and he gave me time to adjust to his size, before continuing to go any further. I moved my hips to give him the okay, and he slowly entered me, inch by inch. He filled me to the hilt. There was a slight pain and pressure, since I'd never been filled this much in my life, but it passed quite quickly after he started moving inside of me.

His thrusts started out slow and steady, but soon became faster and needy. I met his trust for thrust. He was grunting and I was moaning. It felt like heaven. I was getting close, and so was he. He started flicking my clit to get me to climax along with him, and it worked. I came around his cock, and he emptied himself inside of me, then buried his face in the crook of my neck. I'd never felt so at peace in my entire life.

Moments later, he pulled out of me. I immediately missed the feeling of being filled. I snuggled into his chest, and we lay there, saying nothing for a while. I was in complete bliss.

"That was…" I started, trying to find the right words.

"Amazing." He finished for me. I was completely exhausted, so I just nodded in agreement. My eyes felt heavy, and I was starting to fall asleep. Max pulled the covers up to cover our very naked bodies, and we both fell into a very blissful and happy sleep.

Kaylie had the biggest smile on her face, whereas I was slightly frowning.

"What's wrong Pay?" she asked me.

"I just can't help but feel like I wasn't good enough for him." I told her honestly.

"From what you told me, that sounded amazing." She told me.

"It was, it's just… I don't know how to explain it." I said trying to think. "He looked disappointed after, like he was expecting more." She said.

"What more can he asked for?" she asked me.

"I don't know Kay." I said. Kaylie suddenly got this look on her face. I didn't know whether or not I should be scared.

"I can help you." She said carefully.

"How?" I asked, not getting what she was saying.

"Well, you could show me what you do, and I can tell you what to change, and help you improve." She said, and my eyes widened, but only slightly. The truth is that I'd always had a small crush on Kaylie, but I'd never thought that it would actually happen.

"Let me get this straight. You want me to sleep with you, to help me get better at sleeping with Max?" I asked.

"Only if you're okay with that. If not can we please forget this conversation ever happened." She said, with a slight cringe.

"I'll do it." I said after a few moments of thinking this decision over.

"Really?" She asked.

"Yep. What do you want me to do?" I asked.

She smirked and got up to lock her door, to make sure that no one could interrupt us. She then closed her blinds, so that no one could see us, then she sat back down on her bed. What did I just get myself into?

Kaylie.

I was completely surprised that Payson said yes to my proposition. I was sitting on the bed, wondering what to make her do first.

"Show me your best strip tease." I said to her.

"Alright." She said, but looked like a dear caught in head lights. "Can you show me what to do first?" she asked, slightly embarrassed.

"Sure." I said. I got up and stood right in front of her. I started doing quite the erotic dance in front of Payson. I ran my hands up and down along the sides of my body, slightly grazing my breasts. I swayed my hips seductively. I brought my right hand down and reached in between my thighs, touching my center through my jeans and continuing to circle my left breast.

I looked in from of me and saw Payson mirroring my movements, getting lost in the feeling. I then slowly started to undo the buttons of my blouse, and once at the last button, I let the shirt fall to the floor on its own. Payson gasped when she saw my bra-clad chest. I noticed that she was in a tank top, and didn't know what to do. I walked behind her, and pulled her flush against my body, helping sway along with me.

I guided her hands along her body, then helped her slowly remove her tank top. I then brought her hands to her jeans button and zipper, and undid them while she continued to sway.

I pulled them just below her butt, and whispered into her ear "Bend down and stick your butt out and pull them to the floor, the slowly and seductively step out of them, then help me out of mine." She did like I said, and I was surprised to see her in a black lacy thong. I just noticed that it matched her lacy black bra. She moved behind me and did the same thing I'd done for her.

When I got back up, I turned around to face Payson, and I gasped at the beautiful sight in front of me. Payson was swaying her hips, and slightly biting her lip. Her left bra strap was hanging down her arm, while her hands where touching every inch of skin along her body. I went and grabbed her hands and sat her down on the bed.

"Back up." I instructed her. The ache in between my legs was getting for worse to worse. "I want you to touch yourself over you panties." I said. She slowly brought her hand down and pressed her middle finger against her clit. She moaned at the contact. She started moving her finger from side to side, her speed slowly increasing.

"Is it okay if I touch you Payson, if I help you feel good?" I asked her curiously.

"Please do Kaylie." She moaned. I quickly move myself over her to straddle her waist, and took and hands and placed them behind her head.

"Don't move them." I whispered into her ear, and licked I line along her neck to her shoulder. She arched her back and pressed her chest against mine, and I reached behind her back and unclasp her bra. I quickly pull it off from her body and throw it somewhere in the room. I marvel at the beautiful sight of her breasts. They so perky and full, and her nipples are hard and ready. I quickly latch my mouth onto her right boob, and she moans out my name. I tease her nipple until she's basically squirming underneath me, then I go for her other one.

When I'm satisfied from playing with her breasts, I slowly start going south, and I place kisses all over her stomach, then her heated center over her panties.

"Kaylie, please." She pushes her hips into my face. I pull her underwear from her body. To tease her, I run my finger along her folds, only to find her dripping wet. She starts thrusting her hips towards me in attempt to relieve the ache between her own legs. I place a kiss on the inside of her thigh beside her center, and she once again moans. This time I run my tongue along her folds, and I feel her shiver at the contact.

I then bring my mouth to her clit, and suddenly start sucking and teasing it.

"Mmhhmmmm." She moans loudly. A few moments later, I push my middle finger into her wet center, and she yelped loudly in pleasure. I start moving my finger in and out of her, then I add another one, and another one moments later, and she starts shaking uncontrollably. I knew that she was about to come, so I start moving faster and harder, and she comes against my fingers. I lap up all of her delicious juices, and help her ride our her orgasm.

"Kaylie, that was…" she started saying but I cut her off saying.

"Shh. I'm not done with you yet." With a mischievous smirk.