This is my first story ever, But I was looking for naughty stories with Max and Caroline.. And I can't find any so I'm going to make one! I love this show. Rated M. /Lemony.

I was in my bedroom, lonely and really horny.. Caroline wasn't home yet so I decided to have some Max time.. I got up and locked my door to be extra cautious. I make sure my window is shut and locked, and I close the blinds. Can't be too careful in this city.

I take off my shirt, exposing a black lacy bra. Then I take it off, my boobs bounce out.

I check out my ass in the mirror, looking great in matching panties. I slowly watch myself take them off.

I walk towards the door and peek out the door double checking if Caroline is home. "Nope, no one." I say to myself.

I shut the door, hop on the bed and turn on my favorite song, and tie up my curly hair. When I lay down I get lotion from my nightstand.

I squirt out a whole bunch of lotion and start lathering my whole body.

I start rubbing my nipples and a soft moan comes out, But then I hear a slam. I stop, eyes wide fully naked, exposed on my bed.

"MAX!" Caroline yelled out. "MAX WHERE ARE YOU?"

"Shit.." I whisper.

"I'M IN MY BEDROOM LEAVE ME ALONE" I get up and walk towards the bathroom but just then Caroline barges in in my room.

"Hey Ma-.." She stares at my naked body and laughs. "Masturbating again huh, Max?" She says in a taunting tone.

"HEY, GET OUT!" I shout covering my body.

"Sorry Max! I didn't know you were pleasuring yourself."

I run in the bathroom embarassed.

"Max I'm sorry I didn't mean to.." Caroline knocks.

"GO AWAY"

"Come on I'm sorry." Caroline barges in again.

"What's your problem!" I yell and pull a towel and put it around me.

"Max it's nothing to be ashamed of everyone does it, infact I do it. Sometimes I.."

"What?..Thi-this conversation is over, Caroline. Damn what's your problem, get out."

She stares

"GET OUT!" I point to the door.

She runs to the living room, she looked upset.

"Fuck me.." I throw on some clothes and jog to the living room.

"Caroline why are you so upset?"

I move her hands from her face and she looks confused.

"Caro-"

"Look Max, Nows not the time."

"Shut up, what's wrong?"

"I can't tell you.."

"God dammit Caroline I don't like this game, Tell me'

She stands up real fast, yelling she says "WELL, MAXINE. I HAVE THIS PROBLEM. THIS MIGHT GET ME KICKED OUT. BUT YOU KNOW, I CAN'T TAKE IT ANYMORE. I HAVE BEEN SO ATTRACTED TO YOU, I DON'T LIKE GIRLS. I DON'T KNOW WHAT'S GOING ON." She paces and grabs on to her hair.

I bet my face looks shocked, I'm also blushing, why am I blushing?

Before I can say anything she pushes me down on her bed.

"Uh, what are you doing?" I say loudly.

"I'm getting what I've been holding in for a long time now"

"Wha-" She stradles me and kisses me before I can question her.

Her lips were so soft, but her kiss was firm, passionate, longing.

I push her off "WHAT.. ARE YOU DOING DICKWEED!

"Dickweed, huh?" She says laughing

"Whats your problem? GOD!" I look away

I hear her getting off her bed. She gets behind me. "I may be more generous now, but I can always get what I want.." She whispers in my ear, her breath hot in my neck.

I try to walk away from her but she grabs my shirt and laughs.

She breathes and gently blows on the back and side of my neck. Making me go crazy already. "It's fun, what could it hurt?"

I give in, I haven't been touched by someone else in a while. "But wouldn't it be awkward between us after?..." I ask.

"Only if you make it that way."

"Okay.." I said

She kisses the back, and side of my neck, lightly sucking.

I let out a light moan which makes her laugh. She got what she wanted.

"Greedy bitch." I say jokingly, we both laugh.

I need sex, I want sex, so badly. I pull her to my bedroom, shut my door, and push her down agressivly on my bed.

I kiss her, it was so good.. I bite her lip and massage her tongue with mine, both of us letting out soft moans.

"Fuck. you. Caroline" I say sarcasticly

"Yeah bitch fuck me." She says seductivly. This makes my pussy even more wet.

I take off her shirt, and her big ass necklace and throw it on the floor.

"Hey be careful thats the only accesory I have!"

"Oh waaaa" I say while tearing her shorts off. Taking off her under gardments I just want to touch her.

I get up, and look at her. Her body is perfect. Her tits already erect, a flat belly, beautiful legs, and her pussy it tights and perfect. I stare for a minute.

"Now it's your turn." She says with lust, her eyes dark and wide.

I stay still.

She gets up and kisses my neck and tears off my clothes. I sit there. Self countious.

"Your body is so sexy.."

"Really?" I say shocked.

"Yeah.. Your curves are perfect. Your tits are so big. Your ass so firm.. Your pussy looks amazing.."

This turns me on so much, I push her down on the bed again. I kiss, suck, and lick every inch of her body.

We kiss for a couple of minutes, but I want more.

I kiss her neck and make her moan, and go down to her perfect nipple and flick my tongue against it slowly.

Her breathing gets heavier.

I flick my tongue faster, and faster. She's loving this. I suck on them and she moans.

I do that to her other nipple then I nibble on it lighty. I'm driving her crazy.

"Max.. I want more.." She says.

"What was that?" I act like I don't hear her. "What do you want, Caroline?"

She laughs knowing she has to beg.

"Max please fuck the shit out of me, make me scream. please.."

She really knows how to seduce.

I start going kissing down to her pussy.

She lifts up my head "No. Rub your pussy against mine. Rub the shit out of it"

I slide my legs in between hers, smash our pussies together, and slowly start rubbing back and forth.

We both gasp at how good it feels.

For a couple of seconds we go slowly.

But then we both pick up the speed, bumping and rubbing our sweet clits together.

"Mother fuck.." I gasp out.

"Uhuh, mmm" She moans out.

We go faster, we both moan out each others names.

A minute after that we're going really fast and moaning after each thrust.

"Max! MAX I'M GONNA CUM"

I stop.

She looks at me confused and frusterated. "Max what are you doing?"

"Teasing you." I say laughing. "If we wait a minute and start again we'll get an awesome orgasm."

"Fine.. whatever. I'll just lay here and let you do whatever."

I go down on her pussy, kissing it lightly, gently caressing the slit.

"Stop that and make me cum" She says

"Calm down tiger." I laugh out.

I slowly lick flick my tongue over her clit, while I increase in speed her back arches.

I stop, She groans.

I go to my nightstand and pull out a big purple dildo that spins and vibrates.

She laughs and she looks excited.

We go back to kissing so we can calm down.

I start sucking on the dildo, deep throating it.

"Damn Max"

I slowly insert it and push it in and out slowly, rotating it making her moan.

I do the same but I turn it on low. She gasps

I take it out and lick her wetness out of it.

"Okay now I can make you cum Miss Caroline" I say sarcasticly.

"Cum with me Maxine." She smiles.

"Okay dickweed." I get on top of her, face side ways and put my legs inbetween hers and I lift up her leg. We start out slowly.

I start bouncing, our pussies to wet we practically stick to each other.

We get faster, and faster, our moans getting louder.

"Fuck, fuck, FUCK!" She screaming "Please don't stop I have to cum, I want to cum!"

We go so fast my headboard is banging againt the wall and we're screaming each others names.

We both cum at the same time, shuttering from the pleasure. And slowly stopping.

I plop back and we both go to sleep.