A/N: this is the result of me being bored and being in the serious need of Zack/max loving, but apparently I've read all of them on ff! So this is what came out of it! It's my first ever attempt at this type of fic, so be nice, and review please!

AGE? 17/18

Disclaimer: if only I owned TSLOD, I'd get to stare at Dylan Sprouse all day!

My eyes are squeezed shut as I tumbled backwards, his mouth attached to mine, his hands spread on my hips, my hands clutching the side of his face. His lips don't separate from mine as he slides the key down letting us into the suite, wrapping his arms around my waist, twirling me in with him, using his foot to shut the door. I let out a whimper as my hip is crushed into the worktop in the kitchen.

"Sorry," he mumbles against my lips, my hands move up to rake through his hair; I shake my head slightly, before, with his help, jumping up onto the worktop.

"Your okay," I say breathily, as he detaches his lips from mine to get to work on my collar bone, I let a squeak out of me in response, and he grins against my neck, working his way back up to my lips, leaving a trail of rushed, sloppy kisses behind, reminding me a lot of who I was making out with and sending a gang of fluttering butterflies in my stomach. Sloppy and rushed was his style, and that's just how I liked it. I grinned slightly, draping my arms over his shoulders and pulling away, pressing my forehead against his.

"Max," He groaned, leaning in again, in the vain attempt to catch my lips with his "are you trying to kill me? I'm only back for one night, then its back to smoothie Bar, and Mr. Moseby," he said shuddering, I laughed, rolling my eyes at him.

"Catch...ing...breath!" I managed to get out, before wrapping my legs around his waist, and pulling him close to me again, capturing his lips with mine once again. One of his hands worked its way up my thigh; under my candy counter girl skirt, while the other got tangled in my messy curls. I had taken over from Maddie on the candy counter when she left for college. A slight gasp escapes my lips as his hand gets further up my thigh, he takes this opportunity to deepen the kiss, starting a battle for dominance, did he really think he was going to win this one?...apparently so.

Innocence- blamelessness, virtue, purity, incorruptibility, virtuousness, inexperience, simplicity. Antonym; guilt.

All of the above I was either going to be stripped from-pardon the pun-or feeling by the end of the night if Zack had anything to do with it. I felt my mouth become dry-and no it had nothing to do with all the kissing-my heart started to pound and my hands become sweaty. Zack's hands started to disregard what they had previously been occupied with and pushed their way under my green sweater. I felt my self melt against Zack as his tongue swirled against mine, he was most defiantly experienced when it came to...physical activities. And I wish my brain would shut. The. Fuck. Up. Now it has me thinking about weather or not he's not as 'innocent' as I am, and I officially start to panic. I can no longer concentrate, I can feel my self getting worked up and flustered, and breathing seems impossible, I finally back away, and avoid Zack's gaze.

"What's wrong?" he asked softly, as he pushes a stray curl out of my eyes.

"N-Not here," I mutter softly and insecurely, ducking my head still avoiding Zack's eye, turning and glancing at the door of his bedroom before turning back and gazing up at him once again, feeling a blush spread across my cheeks. A look of confusing appears across his features as he follows my gaze and a look of realisation appears in his pale blue eyes (A/N not a stalker so am unaware of the colour of his actual eyes) and a soft smile appears on his lips.

"Max?" he asked softly trying to catch my eye again, when I don't oblige he puts his index finger under my chin and forces me to look at him "Max, we don't have to do anything you don't want to, you know that right?" he asked me sincerely, I glance down again, shrugging slightly.

"Its not that I don't want to..." I trail of feeling the hot tears stinging the back of my eyes, why was I being such a girl?

"What is it then?" he asks gently, as he laces his fingers through mine giving them an encouraging squeeze. Not many girls-or guys for that matter, got to see the soft, sensitive side to Zack, it always manages to make me feel...special when I did.

"I...don't... I mean...I haven't...and I'm sure you have and...and...and," I stumbled over my words, feeling the my self getting flustered again, and my cheeks burning. I was painfully aware of the embarrassed tears gathering in the brim of my eyes. I blinked a couple of times trying to get rid of them, I could tell that Zack had noticed them and the fact that he hadn't acknowledged them, wasn't because he was an ass, but purely because he new I wouldn't want him to. He cleared his throat awkwardly, raising his free hand rubbing the back of his neck and biting down on his bottom lip anxiously.

"Max, if what you're worried about is if I'm a virgin or not..." he trailed of, as I nodded my head slowly, and wiped away a stray tear. "I'm not," he said causing me to take a sharp in take of breath "but that doesn't make what were about to do any less important or nerve wrecking for me," he said chuckling slightly, removing his hand from behind his neck and holding it out in front of himself, revealing that it was in fact shaking. I giggled lightly, leaning over and lacing my free hand with his shaking hand. He chuckled also, lifting my right hand up and kissing it softly, "but Max it's up to you, I did it before I was ready, and I don't want you to make the same mistake, I want it to be special for you," he muttered, the last part avoiding my gaze and blushing.

"Aww, Zackeykins that's so cute!" I joked removing my hand from his, and pinching his cheeks; he rolled his eyes at me laughing as well. "In all seriousness though, that's really sweet Zack, but I think I'm ready," I said biting my lip, looking around the room, "Just not on top of your kitchen worktop," I laughed softly, he shook his head.

"I know," he whispered in reply helping me jump of the worktop and leading me towards his bedroom. I looked around it nervously, it'd changed a lot since I'd last been in here, instead of having a load of junk flung around the floor, you could clearly see the cream carpet, instead of posters of random video games plastered on the walls, all that was left was the marks from the glue tac that had held them up, the only thing that hadn't changed was the beds with matching army quilts although they seemed slightly larger than single beds.

He lead me over to the bed and returned to were we left of, but this time instead of everything being rushed and sloppy, every thing was done slowly and gently, everything was done almost innocently.

333

"How do girls do this every day?" He snapped after five minutes of fiddling with the clip to my bra. I let out a giggle as I guided his hand up to help release my bra. An adorable blush spread across his cheeks before he returned to kissing me again, pushing me softly onto my back, "Are you completely sure about this Max?" he muttered against my lips, "we can stop right now if you want to," he added, I looked up at him shaking my head at him.

"I'm sure," I mumbled, pulling him down on top of me, he readjusted his position on me, returned his lips to mine, and his hands to my hips, I scrunched my eyes up and breathed slowly through the pain he had previously warned me about, causing Zack to pause to ensure I was okay. I pressed my lips forcefully against his causing him to shut up. The pain was quickly replaced with unbelievable pleasure.

333

"I love you," he muttered out pressing his forehead against mine. A shocked gasp escaped my lips, before a smile erupted across my face.

"I love you too," I breathed out; before he rolled of me breathing heavily, as he rolled over and wrapped me up in his arms pulling the covers around both of us, all I could think was; two months, just two months and he'd be back again.

A/N: not a big fan of the ending! Review please.