Just want to put out there that this chapter is a freaking roller coaster. Enjoy the ride.

"James, I haven't ev-," I gasp before James cuts me off before saying.

"I know babe, you haven't ever done this before." I nod with my forehead resting against his broad shoulder. I can feel his breath steady against my neck and his hands are under my shirt creeping up my sides, bringing the bottom of my shirt up. I lean back against the door when my shirt is up to my chest and I lift my hands above my head as he pulls it off and before it even hits the floor he is back at my body, his lips attacking the nape of my neck, and fuck it feels so good.

He tangles his fingers in the hair at the very top of my head and cranes my neck, exposing much more to him. I push my hips forward and press just slightly against his hips and I don't get what I want. I glide my hands just barely over the skin of his waist and I let my fingertips travel south slightly before hooking them into his belt loops and bring his hips forward, fast, and I push against him. I smile when he lets out a deep grown and bites down on my neck. He lets go of my hair and slides his fingertips over my shoulders and chest. I pull him forward again and his hands immediately go to my hips and he's gripping them for dear life.

I feel his lips brush against the spot that he had just released from his teeth and I bite down on my own lip. I'm about to press against him once more but I find myself pushing him off of me when I hear my mother's voice, "Kendall!" She yells and I'm terrified that she heard us. I open my door just enough so that I can stick my head of out the crack.

"Yeah?" I ask and I'm now worried about how rough my voice is and I feel James come up behind me and he grips my hips before I feel him rubbing against me. Oh, fuck! I bite my lip and let my head fall back, only just slightly though.

"I'm going to my meeting. I'll be back in a few hours, ok?" She says and I can hear her going down the steps into the mudroom.

"OK, bye, love you." I say everything quickly and I can just barely hear her scream back a 'I love you' before I have my door shut and I'm turned wrapping my arms around James' neck frantically and pressing my lips to his, using my body to push him to my bed. Once the back of his knees hit the side of the bed he is sitting and I'm climbing into his lap. I put my hands flat on his chest and push gently until he gets the point and lies back flat against the bed. I lean with him; only I'm going forward, and I cup my hands around the sides of his neck.

I pull back a little and place a few light kisses on his lips before giving him a longer one that is slightly deeper before pulling away completely. I lean down and rest my forehead on his shoulder. I smile slightly when I feel him wrap his arms around my middle, pulling me closer to him, "Kendall, you kn-" I cut him off when I hold my hand up.

I know that I said that I was ready, but I don't think I was before. But now, I know that I'm ready. I want this. I've always wanted this. But I can't help but think if this means to James what it does to me. Does he love me? I don't know. But I do know that whenever he holds me close, like he is now, I get butterflies in my stomach and I love the warmth that comes from his body, even more than I did before, if that is even fucking possible. I think I love James. I want to tell him. I've wanted to tell him for the past three days, but I don't know if that is a good idea. But you know I gotta get it over with, gotta tell him sometime, and make sure he knows that I'm not just saying it like we did when we were friends. I gotta make sure he understands how deep I mean it. But what if I am just a game to him? What if he has other people that he is seeing right now? Yeah, he spends most of his nights here with me, but what about the nights he doesn't. Is he home in his own bed or in some chicks down the road? I just don't know what to think. And I'm terrified that I'm going to make a huge mistake. I mean, this is my virginity and I'm going to be giving it to someone who has slept with so many people, some of them just one night stands, and he could hardly remember their names. Fuck.

I take in a deep breath, breathing in his scent to calm myself before I pull away slightly so that I can look at him. I lock eyes with him, and I'm close enough that I can see all the different colors, how the browns turn into ambers then into greens. God, he's fucking gorgeous. I see his eyes scoping out my features, just as I am his. But I don't let myself think about what he is thinking of me. I let my eyes travel across his face, over his cheek bones, and I lift a hand to run my thumb across one of them, then I slowly avert my gaze down to his lips, and then trace them with my index finger. I love his lips and everything about him, why is he so fucking perfect? I could never measure up to what he is; I don't understand why he is even here, with me at all. Why does he have any interest in me? Beyond his whorish ways, James has an amazing heart and personality. I've gotten to know them as his friend and I want to know them as something more but it's hard to get past his exterior. I know it shouldn't bother me because I'm pretty sure I'm the only one but it does, more than anything.

I take in a deep breath to say something but just as the word is on the tip of my tongue I change my mind and kiss him instead, letting the word come out in a moan. I grip the front of his shirt tightly and deepen the kiss before pulling away and as I do his arms tighten around my waist. My eyes flutter open and I'm looking at him once more, and I'm pretty sure I'm about to make a huge fucking mistake, "James, I'm the only one right?"

Confusion immediately takes over his once soft expression, "What are you talking about?" He releases me slightly and rests his hands on my hips and I sit up in his lap as he sits up onto the bed, and I'm looking down at him now.

"James, I need to make sure that you're all in this like I am. We haven't gone out on a real date, and I understands its weird, we are getting used to being," I gesture to his hands on my hips and I rest my hands on each side of his neck and give him a quick peck on the lips, and I lick mine quickly when I pull away trying to taste him on them, and I succeed. I don't understand why I'm such a freak sometimes. "This. But I just don't know. I don't know what to think or feel or what I should do. I'm so confused." I'm rambling on, I know but once the words started to come, I couldn't stop them.

Usually when James comes over we watch a movie or TV, or play video games, then we make out for a bit before going to sleep. He has been trying to get me to let him into my pants but I haven't, as you now know. I can't it's not right to me. My mind and heart scream no until I know exactly what the hell is going on, though don't get me wrong, my body has no protest what so ever.

His hands travel up my bare stomach, then chest, over my shoulders, and mimic mine, and cup my neck on each side. I can feel myself going into a panic attack since he isn't speaking right away and I can feel my body begin to shake, and his hands tighten around my neck. I'm looking everywhere, down at his shirt, our laps, my hands that are now gripping the shirt on his shoulders, "Kendall," his voice is stern, "Look at me." I think I stop breathing and I look right into his eyes, nodding my head frantically, "You are the only one, ok?" I continue to nod, "I am not seeing any one else. I know that I maybe haven't felt like a boyfriend, just maybe friends with benefits. Though, I hope you can see that I don't want to push you. I want you to see that you're not just one of my games. I couldn't do that to you, you were my best friend and I want to show you that I want more of you." My entire body is rigid but I let out that breath I was holding and I begin to shake again though I don't look away from his eyes. I wanted him to say those three words so badly so that I don't have to be the one that is most likely going to be saying them first, though I'm soaking up every emotion he is showing. I see fear, hope, love, and wonder, and I know that it's all for me.

"James." I don't say another word before I'm leaning forward, crashing my lips to his and I'm not even able to think straight. All I know is that I want him, and all of him, right here and right now. I wrap my arms around his neck and he is standing. I wrap my legs around his waist, holding tightly to him, as he turns before climbing onto the bed and leaning forward until I'm on the mattress, and he is settled between my legs.

I reach around him and I lift his shirt up to his shoulders and he sits up on his knees just long enough to strip it off before he comes back down and takes one of my nipples into his mouth. I arch my back off the mattress and let out a long, low moan. I tangle my fingers in his hair and I brush his bangs out of his face as I look down at him. He moves from my nipples and attacks my collar bone with teeth and tongue. I push up into him and moan when my hard cock rubs against his abdomen and just as I'm getting the friction I desperately want he bites down on my neck and moans against my skin, sending a shiver threw out my entire body, "Oh, fuck. James. Touch me." I have my arms wrapped around his shoulders now, wanting to pull him closer and force him to touch my entire body.

I feel him smile against my neck before he speaks, "Kendall, are you sure?" As he asks this I can feel his smile disappear and his voice is concerned.

"James, please, I need you." God I sound so pathetic but right now I really don't give a fuck. I just want him. I feel him laugh against my skin before he sits up and he begins to undo my belt and the button on my jeans and the entire time I'm raking my eyes up and down his body. When my jeans are undone he hooks his fingers in the belt and looks at me for approval. I hesitate for a moment before biting my lip and nodding. After a moment of his own hesitation James is pulling my jeans down and he moves to my side before pulling them all the way off of me though leaving my boxers around my hips before he pulls his jeans off himself.

He comes back between my legs and he pushes his hips down on my and I can feel his cock against mine and he moans out my name before doing it again and this time I close my eyes and throw my head back into my pillow and push my hips in sync with his and let out a muffled moan from around my lip that is between my teeth.

I feel him drag his fingertips down the center of my chest and stomach and I push into him before he grabs my hip and pushes me back into the mattress. I open my eyes and focus on him and I see that he is studying me and I whisper, "Come here." And he does and kisses me hard and almost immediately he grabs the front of my crotch, pushing his palm down onto my cock and I push up into his hand and let out a loud moan before breaking away for a breath. "James, fuck." My voice is a broken mess and I let my hands slide down his sides and I slide my fingers into the waist band of his boxers and pull it slightly before letting it snap back against his skin and he growls against my shoulder and I moan at the sound of it hitting his skin.

He pulls away and I make a disapproving noise before I feel his lips on my chest, "James, you got lube?" I breathe out.

He stops for a moment and I prop myself up on my elbows and look down at him and he is looking up at me before he gasps, "Yeah, I think I got some in my car."

Before I can react he is up and moving down the hall way in just his boxers, "Wait, James, you do know that it's like 14 degrees out and snowing. And, you're in your boxers!"

"Yeah, I'll be fine, I'll only be out for a moment." He yells back and I hear the door open and close. I lie back onto the mattress and wait for him. About 45 seconds later I hear the door open and slam and I hear him run up the stairs. "Oh, my God!" He yells as he moves towards my room and shuts the door. He sets the lube on the dresser next to my bed and he is rubbing his arms quickly. "Oh, my God! It's so fucking cold out."

"Didn't I tell you not to do that?" I say as I smile up at him.

"Yeah, but you didn't tell me not to do this." As he is saying this he falls on top of me and presses his colder than hell body against mine.

"James!" my voice is high pitched and I am wiggling under him trying to push him away from me. "Get off! You're freezing!" I'm laughing as he finally rolls off of me and lies beside me on the bed.

He leans over and presses his lips to mine, though it's not much of a kiss since we are both still smiling. Before I know it he is on top of me again, pushing me into the bed and grinding his hips down onto mine. We are both a moaning mess after just moments and my hands are dragging up and down his back as I'm trying to take all of these emotions and sensations in a once. He moves his lips to my neck and I can't help but moan out a, "Oh, God James, just fuck me already."

He growls into my shoulder before biting down and he pushes down on my crotch again with his palm, "Oh, fuck, Kendall."

I move my hands to his hips and I slide down his boxers before I reach between us and wrap my fingers around his cock slowly, as I do this he bites down on my shoulder and I let out a groan before he thrusts down into my hand. This continues for a few moments before he pulls my boxers from my hips and we work to get both the articles of clothing off quickly, tossing them aimlessly across my room.

He moves so that he is sitting next to me with his back against the headboard and he pats his lap signaling for me to come here. I straddle his lap and I lean down and nip at his neck pulling a deep moan from him and I smile against the skin. "Like that?" I ask in a seductive tone and he nods. I drag my tongue from the base of his neck up to his ear and I whisper, "Are you excited for this?" Ok, I may not be the cleverest or come up with the sexiest sayings but I still elicit another moan from deep in his throat and he grabs my ass and pulls my down on his hips, causing our cocks to touch and we both throw our heads back letting moans escape our lips. When he does it again I breath out a fuck and dig my barely there nails into his shoulders.

I pull my head up when I feel him reaching for something and I realize that it's the lube. Oh, shit. I can feel my heart speed up in my chest and my breathing shallows. I watch his every move carefully. Watching as he pops the top and puts a generous amount onto his fingers before closing and tossing the bottle to the floor in one fluid motion. He wraps one arm around my waist and brings me forward in a small kiss before he pulls back to look at me.

"Are you ready?" He asks and I lean forward to rest my forehead in the crook of his neck and nod.

I feel him move his hand behind me and I straighten slightly when I feel his finger touch my entrance, the lube cold to the touch. He tightens his grip on me and I bite down on my lip letting out a groan as he slowly pushes his finger inside of me. I wrap my right arm around his neck and my left one between us and I tangle my fingers with his hand that is around my waist, trying to cling to him as the burning runs up my spine. He doesn't move for a long time and just as I'm about to rock back on his hand he slowly pushes farther into me and I let out another groan. Once he starts to set a small pace he turns and whispers into my ear, "its ok babe, I got you. Just tell me to stop if it gets to be too much."

After a few minutes of going slow with just one finger James picks up the pace before adding another. The pain shooting all the way to the base of my neck and he only holds me tighter. I try not to think about how many times he has done this a soothed a guy this way.

I shut my eyes and successfully will the thoughts away when he crooks his fingers and I moan loudly pushing my hips down against his, "hm, James, it feels so fucking good." Ok, it feels good in a painful way. Is that too weird? Soon I've matched the rhythm of his fingers and he begins to scissor them, making sure that I'm going to be ready for him.

He pulls out of me and after a moment of looking around he wipes his fingers on my hip and I look at him with my mouth open, "Are you fucking with me right now?" He laughs, "James, that is fucking gross. Was that really fucking necessary?" And he laughs more. I'm going to murder him.

After he gains his control he looks at me and says, "We're going to shower after this any ways. And I didn't have a towel."

I point to my hip and snap back, "So you used me?"

He can't help the smile that is spreading across his face as he nods at me.

I glare before asking, "Do you have a damn condom?"

He stops laughing and looks at me like I had just slapped him across the face, "No." His voice is low.

"Really?" I say and look at him for a moment and he doesn't answer, just stares. Sometimes I don't know why I am friends with him, and now I really don't understand why I'm dating him. I lean over to the side and open a drawer that is in the dresser next to my bed and pull out a condom.

After I sit back on his lap he points to the condom that I am now ripping open and asks, "Where did you get that?" What the fuck kinda question is that?

I don't take my eyes off the wrapper that is now being extremely difficult and shrug, "Logan."

"Logan?" He asks his voice almost accusing.

"Yup, he left them here one time after home work. They were in his backpack and he dropped them over there and never picked them up." As I say 'over there' I point to the side of my bed that is near the wall.

I finally get it open and pull the condom out as he asks his next stupid question, "And you didn't give them ba-hmmm." I smile when his question is cut short when I roll the condom over his cock.

I kiss him quickly before pulling back and asking a question of my own, "Is there a problem with that?" I raise a brow.

He shakes his head as he grips my hips and I let out a squeak when he rolls us so that I'm now on my back with him resting between my legs and I feel his cock pressed tightly to mine. "Fuck, James."

"Yeah, babe, I'm gonna fuck you alright." His voice is soft but his body is pressed tightly against mine and I just nod as I arch my back off the bed. He is hovering above me on his elbows and stares down at me. His eyes are blown and his breathing is labored and he leans down pressing his lips against mine in a hungry manner. I push up against him and we both moan into the kiss that is now becoming sloppy.

He pulls away and moves until he is resting on his knees and he hooks his hands under mine and spreads my legs wider before he lines the head of his cock up with my entrance. I'm watching his face intently and he looks up at me and asks once more, "Ready?" And I just nod because I'm sick of him asking it so many times when I'm clearly fucking ready. He sounds like a broken record. "Kendall, it's going to hurt." He warns and I just nod because I know it's going to hurt and I just want to get that part over with as soon as possible.

As he pushes in I stare at his abs, taking in every sexy line and I look across his chest and how he is like a fucking God. Though, I'm not able to watch for long because I'm throwing my head back into the pillow arching off the bed and grabbing the sheets that are under me, and sharp moan coming from deep in my chest.

He bottoms out before he falls forward over me and wraps an arm around my waist while keeping himself up with the elbow of the other. I take in the feeling of his hand settling on the other side of my waist, thumbing the soft skin. I'm biting down on my bottom lip, hard, and I'm not breathing while I wait for my body to adjust to the intrusion. He is whispering in my ear but I can't make out his words because I'm so focused on everything that I'm feeling I don't have room for any of that information, though I welcome his soothing voice. My body begins to relax and I open my eyes to look into his before nodding, giving him permission to continue.

As he pulls out I am not expecting it to be just as excruciating as going in but it is. I move one hand to the back of his head and I tangle my fingers in his hair and I tighten my legs around his waist, trying to a grip on anything I can, mainly him. He stops again and I shake my head before he continues to move, and he leans down so that he is whispering into my ear saying the one thing that drives me crazy, and I'm still ashamed to admit that it, "I've got you, Kendall, I got you. Not going to let anything happen to you." Oh, fuck! I let out a moan as he finishes his sentence. He moves slowly back and forth before I loosen my grip on him slightly and with each thrust he quickens his pace the tiniest bit, and he is letting out the sexiest groans that I have ever imagined.

As the pain in my body subsides for the most part I'm able to think like a normal human being and I'm grateful for it, so that I can enjoy this to some extent. He brings his arm out from under me and he props himself up onto his hands and I have one hand resting on his cheek now while the other is still gripping the sheets. He looks down at me before he pulls out so that just the head is inside of me and he pauses and we lock eyes before he thrusts back into me, hard. The hand that was on his cheek is now gripping his bicep and my back is off the bed and I'm letting out a moan that is more like a scream before he does it again and my eyes are screwed shut. After I get used to it, I'm rocking my hips in rhythm to his and it feels like ecstasy. The way our bodies are moving together and I can't get enough of it.

I have my head tilted to the side and I feel something hit my neck before I turn and look at him. He's got his head back and I see a stream of sweat running down the side of his neck before coming around to the front and dropping off of his skin and onto mine. God, it's a fucking amazing sight.

"Mngh, James." I gasp out and I grip his hips. He drops his head and bites down on my shoulder, hard and I let out a groan. "Fuck me harder babe. I wanna make you come."

He obeys by pulling away from me and sits back on his knees and he grabs my hips, lifting them off of the mattress before pounding into me. The angle change is amazing and I feel him hit something inside of me and I arch my back more, if even possible, and I let out a pleasured scream.

"Kendall, say my name." His voice is deep and raspy and I don't think that I have ever heard something so sexy.

I reach above me and grip the pillow under my head with one hand, while the other goes to my hair and I'm pulling on it. My voice isn't much but a raspy breath and every time he thrusts into me I say his name.

His pumping becomes sporadic and fast before he stops completely and lets out a long, low growl and he is falling over me and resting his head against my shoulder and I reach one hand behind his head while the other goes to his back and I'm caressing him gently.

After a moment of rest he props himself on a shaky elbow and reaches between our bodies and takes a hold of my cock, causing me to gasp. He begins a slow rhythm though picks it up quickly and he has his lips against my neck, "come on, Kendall. I know that you wanna come. You wanna come for me." It doesn't take long after that before I'm coming and the warm liquid is falling over his hand and our chests.

He pulls out of me and rolls to the side so that he is on his back beside me. I close my eyes and I feel that I could pass out without moving a single bit, and I almost do until James' voice brings me out of it, "Hey, babe, you ok?"

Reluctantly I turn and look at him before smiling at the sight, his face is flushed and he has sweat still rolling down the side of his face. "Yeah, 'm ok, just tired." I pause before adding, "what about you?"

"I'm great." He gives a smile and a weak laugh before he sits up and pulls the condom off tying it in a knot and stands.

"Where you goin?" I ask, my voice just as calm and delicate as my body feels. I almost feel numb.

"Just going to get a towel." He says, his voice mimicking mine.

I nod and close my eyes again letting my head roll to the other side. A few moments later I barely feel him climb back into my bed until I'm jolted back to reality with the cold of the wet towel on my stomach. I open my eyes and look up at him and he looks beautiful, the way that his hair is falling into his hazel eyes, that haven now returned to normal, and he isn't as flushed. I bite my lip and relax while he cleans me up.

After he cleans me up I watch as he gets off the bed and drops the towel on the floor before picking up my boxers, he already has his on, and he throws them at me before shut off the light and closing my door. I shimmy into them and let the elastic slap against my skin. I slide under the covers and hold them open to him before he lies under them with me. I turn my back to him before grabbing his left hand and bringing it over my waist. I drop it and cross my arms over my chest and he slides his right arm under my neck and grips my left shoulder pulling me against his chest and he leaves his left hand low on my abdomen.

He kisses me neck before nuzzling into my shoulder and he whispers a goodnight which I return. Everything goes silent after that and a short amount of time passes before his body is relaxed against mine and I can feel his soft breaths against my skin. I know I shouldn't say it but it's how I feel right now, and they say you should always tell people how you feel about them. I squeeze my eyes shut before relaxing though my heart is beating a million miles a second and I take in a soft breathe before I whisper, "I love you."

Just as I say it I feel him gasp behind me and tighten his grip before releasing it and I think he was just reacting to my voice before he says, "Love you, too," and I feel his lips barely move against my skin.

After this I settle deeper under the covers and into him tangling my legs with his and I close my eyes for the night. I barely even notice it when my mom comes home a little while later and puts my dog, Olivia, in my room like she does every night.

Wow, so this took me like three days to write, and I know it's freakishly long, but I couldn't cut it into two chapters. That would have been torture. Anyways, this is only my second time writing anything like this and I'm honestly terrified. I don't know how it took me over 5,000 words to write a sex scene that probably wouldn't have lasted 45 minutes. Anyways, please, please, please let me know what you think! I need to know what you think about this chapter! I hope its ok and didn't drag on or anything. Oh, and I think that this story is going to be about 20 chapters, and I'm thinking it's going to have a sequel, I got big plans ahead and I'm really excited to write it. It's going to get a bit depressing and dramatic. But anyways, when that comes I'll ask if you guys want a sequel and if it should be from James' or even Logan or Carlos' perspective. I'll let you know! Once again, please tell me what you think. You can even do it in a message.