A/N: Ok I know I haven't written anything for Liley in a long time…Sorry about that I've been working on some Buffy the Vampire Slayer stories. This idea was just a random freewrite I decided to try out today. It's mostly smut and my first fic with detailed sex scenes. Never thought I'd write one of those. Hope it turned out ok.

Thanks to all my twitter friends who entertain me on a daily basis and if you don't know who I am or aren't following me right now my name is LilFuffy so feel free to follow me. I enjoy making new friends on there. (I'm shameless.)

Lilly Truscott stared almost longingly at the bed across the room, perfectly made and completely empty. It was one of those rare nights that she was home alone and she missed her best friend something terribly. Miley was off doing a concert though and wouldn't be back til very late. Normally Lilly would have been there with her but she had a history paper due the next day and needed to finish it with no distraction so had opted to stay home this time.

She had finished her paper over a half hour ago though and was now left with nothing to do. She was wishing now that she had just taken her laptop along with and locked herself in Hannah's dressing room until the paper was done. Then she'd be able to watch the end of the concert at least.

It made her sad that she couldn't be there to support the girl who had come to mean so much to her. Sure it wasn't the first concert she had missed since finding out Miley was Hannah Montana, but usually those ones were out of state and she couldn't attend. It was the definitely the first one however since she had moved in with the Stewarts. With Robbie Ray now being her guardian he allowed Lilly to go wherever they did so long as she kept her school work just as Miley had too. That extra time together had brought the girls closer than ever.

Lilly sprawled out on her bed staring at the ceiling. She knew there was more to it than just a general closeness she just didn't want to put a name on what she was feeling. Afraid that if she did so than there would be no going back and everything would change.

Trying to clear her head she got up and wondered out of the barn turned bedroom and headed back into the house through the kitchen door. After making herself a sandwich she made herself comfortable on the couch, determined to find something on TV to take her mind off of it all.

She began flicking through the channels so fast she didn't catch more than a glimpse of what was on, missing the face of her best friend. She was already several channels past it before she realized what she had seen. Turning it back quickly it was only then that she remembered they were televising the concert Miley was performing tonight.

A smile came to her face as she listened to the chorus of an expected song filled the speakers on the entertainment center. No matter how many concerts she did, everybody expected her to sing the song they all loved. Best of Both Worlds was by far still one of people's favorite Hannah Songs.

Trying to remember the song list for this particular set, Lilly was sure the concert was probably coming to an end.

"Thank you so much! You guys have been awesome tonight," Hannah's voice rang out as the song came to a close. "Ya'll been having a good time tonight?" She paused listening to the audience scream loudly. "Alright so how about some more?" The audience screamed louder as the notes for Bottom of the Ocean began to play.

Lilly had always loved this song but it made her a little sad. The song was so deep and so powerful. Watching Hannah fall back into the pit on stage toward the end of the song made her heart jump. She knew this was a trick they used to give her a little extra time for the next costume change, but she couldn't remember which song was up next.

A whispered "Rock Mafia," was heard just before the notes for Can't be Tamed filled the stadium and Hannah burst on stage in dressed in a tight black tank top that showed a little cleavage and tight leather pants. A silver chain looped around her waist and hanging down a little on her right side.

Watching the concerts from backstage she always got to see them from the side, she wasn't used to seeing her friend perform from this angle. And watching the secret brunette dance around on that stage in an outfit that didn't leave much to the imagination, Lilly could feel her mouth go dry and a warm tingling feeling she never felt before fill her lower half.

As the song went on the feeling only seemed to get worse and she wasn't sure what was happening to her. What she could do about it.

Flipping of the TV she couldn't stand to watch another minute afraid it was only going to keep getting more intense. She wandered back into the room she shared with the pop star, laying back on her bed. She started flipping through photos on her phone of her with both of her best friends, anything to change where her head was going.

Soon the ones with Oliver ended though and it was just picture after picture of Miley or the two of them in silly poses. Her hand started to wander lower glazing lightly over her jeans where she was so hot. But it wasn't enough and she was about to slip her hand under the waist band of her pants before stopping herself.

She'd heard girls in the locker room talking about touching themselves down there and how good it felt but she had never done it herself. Could she really do that? Just thinking about touching herself in that way after thoughts of the sexy girl who shared room had her head filled with all kinds of confusing thoughts.

Wait did she just think Miley was sexy?

What was happening to her? Another picture popped up on her phone of Miley laid out on the beach in her bikini and she wanted to drool. Her toned stomach clearly displayed made Lilly more horny than she ever thought she could be and she knew she had to do something about it.

Setting her phone down on her night stand, she got up and flicked the lights off in the room, before stripping herself naked and throwing her clothes in the hamper. Turning on the stereo next to her bed she hooked her iPod in not caring what played, just not wanting to feel alone in what she was about to do. It barely registered though that it was on her Hannah Montana playlist, so nervous about the thought of what she was about to so.

Climbing between the covers she laid there for a minute unsure of what to do next. What do they do in all those romance movies Miley and I always watch? Instead her mind wandered to Miley again and her hands found her breast gently rubbing them. Miley's voice filling her ears making the fantasy even easier to slip into. It wasn't long before one of her hands began a journey south seeking out where she really wanted it to be.

Hesitantly she felt the wetness down there, sliding her fingers trying to figure out what to do. Her fingers began gliding over her clit making her feel better than she's ever felt before. The pressure began to build begging for a release and it wasn't long before she began calling out Miley's name as she came hard.

Feeling more relaxed than she'd ever felt in her life, she couldn't make herself move. The last thought she had was she needed to put on some pajama before Miley came home as she fell asleep.

Walking along the barn Miley could see the lights were all off inside so she opened the door as quietly as she could. The only sound inside was her own voice. Lilly must have fallen asleep with the radio on. As she flipped off the radio she heard Lilly saying her name but it sounded kind of off. Ignoring it she went into the closet and changed into her pj's before crawling into bed.

She was still kind of keyed up from the concert though and was having a hard time falling asleep. She could hear Lilly moving all over the place over there, thinking she sure must be having quite the dream.

Just as her mind was finally starting to clear, she heard Lilly call out her name even more loudly than she had before. It was then she understood the tone to Lilly's mumbling. Lilly was aroused, and she was calling Miley's name.

Now she really couldn't sleep her mind running a million miles an hour. She didn't dare let herself hope that her blonde friend was attracted to her. That would only happen in her wildest fantasies. She had realized she was in love with Lilly shortly after moving into this house, but she never dared believe Lilly would ever return those feelings.

It could just be a dream right? Doesn't mean anything.

The movement settled down and she figured Lilly's mind had finally let her settle down. She could faintly smell a familiar odor and she was sure she knew what it was. Lilly had obviously come and just the thought was making Miley get really hot herself. She wasn't sure what to do about it though. She wasn't sure she dared take care of it with Lilly in the room in case she woke up and caught her, but it was a little late to use the shower for release as she usually did. She didn't want her dad and brother questioning why she suddenly came back in the house for a shower when she said she was going to bed.

The more she thought about what Lilly had been doing next to her though the hotter she became and she couldn't take it anymore. She might be taking a big risk to their friendship, but the not knowing was going to drive her insane.

Slipping out of bed she moved over to Lilly's and began to climb under the covers, figuring it would be a good cover, often they would sleep in each other's bed if they were feeling needy. She was surprised to find Lilly completely naked. She couldn't really see her that well but enough to really get her imagination running. She knew she needed to stop looking and finally with all the willpower she could muster she climbed in carefully not to touch her just yet.

"Miley, that you?" Lilly called out sleepily. Not really awake just yet.

"Yeah it's me hon," Miley wanted to smack herself for using the endearment but she didn't think Lilly had processed it. She wanted to run her hands through Lilly's hair but didn't dare. Knowing Lilly was naked right beside her she was feeling so many things. She didn't know what happened when Lilly realized this factor though.

It didn't take her long though. Even in the dark she could see Lilly's eyes spring open, "oh shit. Miley wha…what are you doing?"

Not ready to divulge her intentions just yet, "I just didn't want to sleep alone tonight. I didn't think you'd mind."

"I…I don't, you just uh…caught me by surprise," Lilly stammered unsure of what to do now. She knew she was caught no matter what she did and what could she tell Miley if she asked her?

Miley couldn't stand to see how freaked the girl she was in love with was. She decided to help the other girl out. "Lilly can I ask you something?"

Lilly wasn't sure she wanted to hear the question but she knew Miley would likely ask anyway so she just nodded her head knowing Miley could see her now that their eyes had both completely adjusted to the dark.

"Have you ever, ya know, touched yourself?" Miley asked with mock hesitance. She knew the answer she just didn't want to freak Lilly out. Lilly looked like the proverbial deer-in-headlights with her eyes wide. She didn't make her answer instead answering her own question, "I have."

Hearing Miley admit such a thing, Lilly figure she could admit it herself. Especially since she figured Miley knew anyway. "Tonight was the first time."

Miley just nodded her head in understanding. "Who were you thinking about while you were doing it?"

Lilly tried to come up with a lie, knowing she couldn't admit the truth. Not only was she unsure of how Miley would feel about it, she was also in a very vulnerable state right now. Miley took it out of her hands once again however.

"I'll tell you who I think about. Sometimes when I'm in the shower I start to think about you Lilly. Your smile, your laugh, your voice and I can't stop myself. It's you Lilly every time." Lilly was speechless, she couldn't even begin to voice the thoughts filling her head. "I came home long before I climbed into your bed too. I heard you calling my name."

Still Lilly could say nothing. Everything Miley was saying was just too much to comprehend. Miley was attracted to her and had been for while. She had heard her earlier touching herself and calling out her name.

"Do you know what I wonder now Lilly?" Miley asked quietly.

"Hmm," was the only answer she could even respond.

"I wonder what the real thing would be like. I wonder…" she trailed off leaving it open, hoping for some type of response from Lilly.

Before she could let herself think about it to much, she scooted closer to Miley until their faces were mere inches apart. "I just need to see…I want to kiss you. Can I?" she whispered almost breathlessly as if they had already made out for hours and needed oxygen.

Miley couldn't speak but only nod her head in encouragement, which was barely recognized before Lilly crashed their lips together. Sparks flew as soon as contact was made and neither girl felt the need to pull apart just yet. Not even bothering to take a breath they deepened the kiss, tongues instantly battling for dominance.

Miley wound her arms around Lilly's shoulders feeling the softest skin she'd ever felt pulling her closer. Lilly did the same only wrapping her arms around Miley's waist making it so they were flush against each other. Rolling so Lilly was on top, Miley's hands roamed across Lilly's bare back, loving the feel of it beneath her fingers.

Finally they pulled part resting their foreheads against each other's, trying to catch their breaths. "That was um…wow," Lilly whispered almost to herself. "I think I want to do with again, only you need fewer clothes."

Did she really just say that?

Miley stared at her in shock. She was totally ready to go there with Lilly. Had been dreaming about it for so long, but she was sure this was all new to her friend. She didn't want to push her into something she'd later regret. She loved her to much for that. "Lilly are you sure you want to go there?" Maybe it was time to tell her everything. "I want to do that with you more than anything in the world. I'm in love with you, have been for awhile. But if you're not ready it's ok."

Miley was in love with her? Wow she wasn't expecting that. She knew she felt closer to Miley than she did anybody else, but was that what she was feeling? The more she thought about the more she suspected it was.

She didn't even have to hesitate, "I love you too. Now get your shirt off so I can kiss you again without interruption," she ordered.

Miley was floored and extremely turned on by Lilly's command. "Yes ma'am. But ah…you'll have to let me up."

"Oh right," Lilly laughed sitting back on Miley's legs so she could sit up and pull her shirt off. To impatient to wait though, as soon as she was upright Lilly reached for the ends of Miley's shirt and pulled it off revealing the other girls naked breasts. Both girls studied each other. Sure they had seen each other naked before, but never like this.

Without warning Miley sudden latched onto Lilly's right breast suckling while using her hand to give the other one some attention as well. Locking her fingers into the long dark hair Lilly held her in place, her head tilted back in pure bliss. Miley couldn't get enough and switched sides, loving the taste and feel of Lilly's skin. She waited so long for this moment and now that it was here she felt as if it was a dream.

Pulling away Lilly leaned down to kiss Miley again pushing her back onto the bed as she did so. Kissing deeper than any girl had ever kissed before they ran their hands along each other's bodies, memorizing every part of each by feel they possibly good.

"You still…have…to many…clothes on," Lilly panted tugging on Miley's pajama bottoms as she did so. The two made short work of getting them off followed quickly by her panties before they crash their bodies back together again, loving the skin on skin contact they now had.

Miley rolled them over so she was on top leaning down to suckle Lilly's neck. If it wasn't for the lust that had taken over her entire body she probably would have thought twice about leaving the girl with a hickey they'd have to explain, but she wasn't. Leaving a trail of kisses in her wake she slowly made her way down Lilly's body towards her ultimate destination.

Lilly's whole body was warm to the touch as Miley ran her hands along the smaller girl's thighs, parting them slowly, fascinated by the treasure she had found. She wasn't sure what to do, she wanted to give Lilly more pleasure than she's ever had before but she was unsure how to go about it. She knew what she wanted to do, what she had dreamed about.

She also knew there'd be no going back if they didn't stop now and she was fairly certain Lilly was a virgin just as she was. "Lilly are you sure about this?"

"Yes baby, please make love to me." Miley smiled at the endearment that was all the encouragement she needed before running her thumb through the wetness she found. She let her fingers gently explore, watching in as Lilly arched her back in pleasure, seeking a more intimate touch.

Smelling the sweet smell coming off the blonde girl, Miley knew she had to have a taste and leaned into slowly lick the girls slit, loving the taste. "Oh that feels so good. Please Miley."

Having always been so in tune with each other Miley knew exactly what Lilly was asking and began to slip two fingers in. When she met some resistance she pause for a minute letting Lilly get used to the feeling. "Ok baby, you ready?" When she saw Lilly nod her head she leaned back down putting her mouth back on Lilly's clit while she pushed through the barrier.

Lilly felt uncomfortable for only a second before the pleasure over came her and she start screaming for Miley. It wasn't long before an orgasm over took her and she flooded Miley as she came. Using her tongue Miley cleaned the younger girl up before crawling up her body to hold her head close to her heart. Kissing her on the forehead, the two just sat in silence for a moment taking in what had just happened.

"Wow I never knew it could feel like that," Lilly spoke quietly breaking the silence. "I've never…well obviously you probably figured that out. You were my first."

Miley couldn't help the grin that spread across her face knowing no one else has ever touched her Lilly, and if she had her way no one else ever would. "I'm glad, and I've never done it either. I've been hoping you would be mine."

Lilly looked up at Miley then seeing the sincerity in her eyes and knew that what just happened wouldn't be a one time thing. This wasn't just two girls experimenting and testing things out. This was love in its truest form. They were more than friends now they were lovers. "I love you so much Miley, I don't know when it began but I know it's true."

"I love you too Lilly, with all my heart. I want you to be my girlfriend, and someday after we've graduated high school I want us to get married."

After everything tonight Lilly didn't think she could be shocked anymore, but apparently Miley was going for a record or something. "Was that like a proposal?"

"Do you want it to be?" Miley asked back.

Lilly thought for a minute and she knew she couldn't imagine being with anybody else. She could see herself spending the rest of her life with Miley though. "I'd love that."

"Well then it is. Lilly will you marry me?" she asked with all the love she could.

"Yes I will," Lilly answered kissing Miley deeply, still able to taste herself on the taller girls lips just a bit. "But that's a way off. But right now I think we should celebrate."

Smirking, "Oh yeah how she we do that."

"By me doing exactly what you did to me."

And with that thought in mind Lilly proceeded to show Miley exactly how much she loved her.

The End…or is it?