Disclaimer- I own nothing at all in regards to Shes All That... other than an obsession that's stood the test of time (almost 20 years...wow!)

Anyway... I know there isn't really a huge Shes All That collection on here, let alone anything M rated, but I would have loved to have something like this all those years ago when the movie first came out (throwback to my teenage years), so maybe there are some people out there just like me who will appreciate this.

Zack Siler/Laney Boggs

Adult Themes

Trust Me

Five weeks, 3 days, and roughly 1 hour, that's how long Laney Boggs could say she'd been really, truly, happy.

Everything had fallen into place; she'd managed to secure a last minute scholarship to study Fine Arts at UCLA, and Zack had chosen to follow her there and major in Economics. Her friendship with Katie had blossomed and she finally had that best girl friend she'd never had before. Her Dads business had suddenly taken off to the extent that he needed to employ some staff, although she had a suspicion that Zacks Dad may have been recommending him to friends in high places, which meant she could finally quit that damn falafal place and just enjoy having a life.

She wanted to say everything was perfect, and it was, expect for one little thing...

"God you have no idea how hot you are," Zack whispered against her lips as he broke their heated kiss, before moving to kiss her neck, down to her collar bone.

She smiled shyly even though she loved hearing him say those things to her, and her back arched in appreciation of his lips on her skin.

"So sexy..." Zack continued, his hands sliding under her tank top now and travelling up over her rib cage, as his lips continued lower.

Her hands tangled in his hair as she felt his lips kiss a trail between her breasts, as his hand dipped inside her bra to gently knead her skin.

With her back against the soft mattress of Zacks bed, and her boyfriends muscular body on top of hers, she tried her best to relax, but she knew what was going to happen next, and this was why she'd say things were almost perfect...

Every time they made out they'd reach a certain point before she'd put the brakes on and leave him high and dry. And although he was the perfect gentleman, he would never pressure her and he always reassured her that he was okay with her pace, she could tell that deep down it was bothering him.

And it was bothering her too. She wanted him to touch her, all he had to do was just look at her in that intense way that he does and it had her throbbing between her legs, and she wanted to touch him too, she really did, but when it came down to it she just felt too...nervous.

Nervous, insecure, scared.

Her inexperience was always in the back of her mind, and it was always at the worst possible time that thoughts of who his ex girlfriend was would pop into her mind and leave her feeling entirely inadequate. Not that she should feel inadequate, but after years of being bullied and belittled she found it difficult to see herself as attractive, and her self confidence was all but non-existent, and all of that manifested itself in her fear of being sexually intimate with her boyfriend.

Zack was very patient with her, she'd let him remove her jeans, and caress her inner thighs, but she'd stop him when he attempted to dip his hand inside her underwear. He would simply say "okay", kiss her sweetly, then their makeout session would be over as quick as it started.

He understood. He told her once that he remembered the day in her basement when she was working on the portrait of her mother. He said her mother was beautiful and she'd replied that "not everything's hereditary". Although he didn't comment on it at the time, it deeply affected him because it was the first time he'd realised how little she thought of herself, and he'd vowed to himself that day to make sure she knew how extraordinarily beautiful she really was.

And it was a vow he'd kept; he told her all the time how crazy he was about her and how gorgeous she was, and very slowly she'd begun to actually accept it, but she had a long way to go, and Zack knew that her reluctance to get properly intimate with him all stemmed from her insecurities about herself.

She felt the hand massaging her breast suddenly be replaced by his lips, and his fingers began to lightly glide up her thigh, but when his fingers brushed against the black cotton of her underwear her body suddenly tensed and Zack sat upright, before he moved away from her slightly, running a hand through his hair, trying to hide his frustration from her even though she could see right through him.

"Zack..." She sat up on the bed and reached out to him, and he learned over to place a small, sweet, kiss on her forehead.

"It's okay, Laney," His fingers caressed her cheek before he stood up and began to make his way into the bathroom.

This was their routine, she would stop things, he would say it was okay even though she could see the obvious, painful, bulge in his pants, and he would go to the bathroom to try to cool himself down. They would spend the night cuddled up together in bed, both wanting to make out again but both too scared to initiate it as he didn't want her to feel pressured, and she didn't want to disappoint him again.

She flopped back down on the bed again, wishing that she could just get over her stupid insecuries, god knows he deserved at least something for his amazing patience with her, and she really really wanted it too, she hated being so fucking scared!

Zack didn't even reach the bathroom before he turned to her with a determined yet contemplative look on his face. He was quiet for a few seconds but she could see that he wanted to say something. She sat up slightly, looking at him with her eyes widened slightly in question.

"Just hear me out for a second, okay..." Zack started, climbing onto the bed again to sit opposite her. "I know you're not ready to have sex yet, and that's okay, I'll wait as long as it takes..."

Laney smiled but didn't say anything.

"But I want to show you how I feel about you. You're beautiful, and I want to be able to really prove that to you, and I had an idea..."

She shifted slightly on the bed, and she took Zacks hands when he reached out to her. "Wha...what do you have in mind." She was nervous about this given the context of the situation. She knew whatever he wanted to do involved more than what they'd been doing previously.

He moved so he was on top of her again and she lay back down against the mattress. He caressed her cheek and brushed her lips with his thumb before capturing her lips. Their tongues met only briefly before he pulled away and stared down at her in that intense way that made her melt.

"I'm not doing this because I want anything in return, that's not what this is about so please don't think that..." Zack started and she just stared up at him, unsure of what to expect. "But I want to do something for you. You trust me, right?"

She really didn't know what to expect now, she did trust him, of course she did, and it was only seconds ago she'd been thinking to herself that she didn't want to be scared of this anymore. He'd never pressured her to do anything and even now she knew that there was no pressure, whatever Zack wanted to do was only an idea. But despite her nervousness, she didn't want to tell him no, her head was a mixed bag of really wanting him to touch her and being afraid to let him do so.

He stared down at her, his expression excited and hopeful, so she swallowed her insecurities and uncertainty and nodded her head "Of course I trust you."

He smiled widely before kissing her sweetly again. "If you feel uncomfortable at any time just tell me and we can stop, okay?"

She simply nodded her head in agreement, and a little bit of tension left her body as his lips touched hers once again.

"Relax, baby."

She wrapped her arms around his neck and his tongue slid into her mouth, their kiss started slow and sweet but quickly grew passionate and hungry, a kiss that said this make out session was going somewhere.

His hand caressed her right thigh then he hiked it up around his waist, and he groaned in appreciation of having her legs wrapped around him.

Then he pulled away from their kiss and stared into her beautiful hazel eyes as his hand slid from her thigh onto her underwear covered centre.

Her breathing hitched, and her body tensed but relaxed just as quickly. She could do this.

Her legs fell from around his waist and she parted them a little for him, grinding into his touch without even realising she'd done so. Zack could feel heat radiating from under her boyshorts and he was surprised to find the cotton already a little bit damp, and he couldn't help the grin that spread across his face; she obviously needed his touch a lot more than she'd ever let on.

She pulled him into a hot kiss again, and taking this as a sign that she felt okay, Zack moved his hand under the hem of underwear. She was nervous again and her body began to tremble in anticipation, but although she was shy and unsure, her back arched as his hand slid into her underwear. His touch felt like instant relief, she needed him!

He rested his head against hers, another low groan leaving his lips. "Fuck baby, you feel amazing." She was smooth and hot to the touch, and when he began to rub her gently he felt wetness seep onto his fingers. She felt like nothing he'd ever felt before, and he didn't want to stop, but this wasn't all he wanted to do.

She groaned in protest when he removed his fingers, and he cocked an eyebrow at her with a smirk on his face.

She rolled her eyes and turned away with a blush creeping over her cheeks, but a look of uncertainty crossed her features again when he sat up and hooked his fingers into the hem of her underwear.

"Zack, what are you..." She wasn't sure what was happening next, and her insecurities began to creep up at the throught of him seeing her pretty much naked.

"Baby, trust me..remember." He smiled sweetly and reached for her hand, which he squeezed gently. She took a deep breath and nodded her head. She had to get over her insecurities, and to do that she had to fight past them. So she dropped Zacks hand and relaxed against the bed, then she held her breath as she lifted her hips and allowed Zack to strip her of her underwear.

His eyes sparkled as he looked down at her, and he licked his lips in appreciation, but her instincts made her try to cover herself up with her hands.

"Oh no, no you don't." Zack quickly moved her hands away, kissing her fingers before pinning her arms above her head. "Don't hide from me baby...You're gorgeous."

She blushed again before closing her eyes and doing her best to relax.

He moved to position himself so his head was between her legs, and her eyes flew open again when he placed her legs over his shoulders. She suddenly realised exactly what he wanted to do to her; she hadn't known what to expect but she wasn't expecting that.

He looked up to see her staring back at him with nervousness and insecurity in her eyes. His intention was to make her feel like the most beautiful girl in the entire world, because to him she was, and he couldn't think of a better way to prove that to her than by doing the most intimate of acts with her, and nothing is more intimate than kissing her between her thighs.

But he didn't want to push her too far, and if she wasn't ready then he would wait until she was.

"Are you okay?...we don't have to do this if you don't want to, baby, it's okay."

He was pleasantly surprised when she simply reached out to him... "hold my hand."

He took her hand and intertwined their fingers. If that's all it took to make her feel secure then he'd hold her hand forever.

With their fingers intertwined and their joined hands resting on her hip, she closed her eyes again as she felt her boyfriends mouth on her centre for the very first time.

She tasted sweeter then candy, and Zack knew instantly that he could spend the rest of his life between her legs and it still wouldn't be enough. She was so fucking perfect that it brought tears to his eyes.

How did he get so damn lucky!

When his tongue glided over her special spot, her hips bounced off the bed and she covered her mouth with her hand to stifle the loud moan that passed her lips.

"Don't hold it in, baby," Zack pulled away from her for just a fraction of a second. "Let go."

Within only minutes, seconds even, her hands had tangled in Zacks dark hair, pushing him into her as she bucked her hips up into his mouth, searching for even more friction.

She'd never ever felt anything quite as amazing as this, and in her state of pure sexual intoxication she briefly wondered why the hell she was ever afraid of this.

She tried to talk, to tell him how wonderful he was making her feel, to even just simply moan his name, but all sound leaving her mouth came out as an incoherent cocophany of moans as he brought her ever closer to her first ever climax.

Looking up at her, her chest heaved from her heavy breathing, and her head was buried in a pillow, biting the pillow case to stifle her moans.

Before long he felt her thighs start to quiver against his cheeks,then suddenly her body tensed and she came undone with screams and moans of his name. Her climax was the most intense thing she'd ever felt, she didn't want it to end.

When her body did eventually still he gave her some time to come back down to reality before he made his way back up her body, wiping his mouth before he kissed her hard and passionately.

"Wow," was all she could say as he rolled over beside her and took her into his arms. "That was..."

"Amazing." Zack finished for her as he pulled his comforter over them, mindful of the fact that his girlfriend was still half naked.

He'd always enjoyed getting a girl off but it was always more so because he knew he'd get something out of it, but with Laney it was different. He didn't want anything from her, he'd gotten his pleasure from pleasuring her, and the reason why was simple; he'd fallen for her.

As she drifted off to sleep in his arms, he leaned in to place a kiss on her head and whispered in her ear... and although he thought she was asleep at the time, and they'd only been dating for five weeks, it was the first time he told her he loved her.

Mature I know,

But for those of you out there like me who grew up with this movie and are mature adults yourselves now, this ones for you.