A/N: Thanks for the reviews darlings. Ask and you shall receive. I originally posted the rough draft of this at three in the morning. So, if it looks slightly different it's because I'm once again revising and just because I want it to be perfect. XOXO

Disclaimer: I don't own Austin and Ally or The Disney Channel. I don't own the song lyrics either.

Austin's POV

I'm pulled out of my vaulted memory lock-box when my phone goes off. I see that it's a text from Piper, but since I have the preview feature on my phone all I had do to was unlock my phone to read it.

To Austin from Piper:

I'll meet you at the altar. I love you, Blondie. xoxo

I sigh, decide to ignore her text and hop in the shower. I should be happy, but I just don't feel right. Maybe it's just cold feet? I grab a towel and disrobe and turn on the water and step into my glass shower. I love hot, hot, hot showers. Then, again so does - I stop myself mid-thought banishing that particular memory from my mind at least for now. I'm hoping that the shower will help clear my head and set my head straight again. Where did that flashback even come from? I haven't thought about that night in what three close to four years.

In your Memory Lockbox where else.

Oh great, it's you.

Are you really all that surprised Austin? You gave your virginity to Ally. That's a big deal.

I know I did. Its been years though, so why now?

The amount of time doesn't matter. Ally was your first, you never forget your first.

But I've been with Piper intimately since then.

Not right away you weren't. And tell me do you feel as close to Piper as you did to Ally that one night?

Of course I have, Piper's my fiancee why wouldn't I feel close to her? I'm marrying her.

Stop lying to yourself Austin. You're never going to be able to completely make her vanish from your thoughts. You never even told Piper that you slept with Ally. You are going to be entering into a marriage with Piper under false pretenses that you've been honest and faithful to her.

I only slept with Ally once.

But it still happened. You gave it up to Ally, not Piper. Now, that's some food for thought. Do you remember what happened after you realized that Ally was gone?

Flashback.

Ally's gone. I don't even know how to explain how I'm feeling right now. I made love to Ally for the first time, it was our first time together ever. Apparently our last. I love her and let her be the one that got away. I used to make fun of those guys that cried because their love was unrequited and the guys who missed their girl the second that they kissed her goodnight. My how times have changed. I thought that she'd be the one crying over me, not the other way around.

Eh hem, you don't know that she didn't.

Well, she left me.

Get back to the story.

I remember sitting up in the practice room and brought myself to walk over to the piano looking and feeling like total shit I'm sure. I played the familiar keys and sang Timeless while I cried. I had only cried one other time and that was when I left Ally to go on tour so she could start making her record. I got on the tour bus and I missed her so much, it was literally seconds later that I ran off and almost said those three words to her.

I lost her.

There's a knock on the door, I say with strain in my voice, "Door's open."

In comes my chipper, red head, freckled face childhood best friend. "Hey buddy. What are you doing here all by yourself? Don't take this the wrong way man, but you look like shit."

"Way to make me feel better, man."

"Sorry, but you look like you've barely slept."

"Ally's gone Dez. How could I possibly sleep? I was so happy last night."

He walks over to me, sits next to me on the piano bench. Putting one hand on my shoulder, "I know, man. She came to say goodbye to Trish and I. Ethan said bye to us too, he's going with her. He'll be with her on tour, then he got into that Study Abroad Program in Italy just like Ally did, and just told her this morning."

"He's what?" I remember barely choking out those words. Feeling like the carpet had be yanked out from under me and I was about to crack my skull once I fell. "She never told me that she was taking Ethan with her."

"You can't be mad at her for this one Goldentoes. She didn't know that he got into the study abroad program until this morning. As far as I know, she was just going to have him meet her in Italy after touring. But because he got in, she figured that he might as well come with her, they're both eighteen so it's not like Ethan needed his parents consent. He's loaded, has a trust fund. He'll be fine and so will Ally."

I decide to cut in before he continues his rambling, "I need to tell you something, Dez. You have to swear to keep this a secret."

He nods his head, and I just there's no easy way to say this. Ah, fuck it! "Ally and I had sex last night."

"You had sex last night?!"

"I made love to her Dez, there happy?"

"I want to be mad at you for cheating on Piper, but honestly man I can't. You know I've always been Team Ally. I hated Brooke, disliked Kira, wasn't crazy about Cassidy for the hot second she was around, if Piper wasn't Carrie's sister you probably wouldn't still be with her. Don't even try to tell me that's not the truth."

I go to open my mouth, but instantly closed it. "I love her." I sigh, while referring to Ally of course, but I didn't need to tell Dez that because he already knew. I started pulling at my hair in frustration.

"I'm not surprised. I've been trying to tell you that you do for a while now. I tried to tell you when you went balls to the walls bananas when Elliott was in town. Remember that?"

I remember when Elliott came to town, Dez told me that Ally always wanted to be Elliott's girlfriend. I completely lost it, I drew a hand turkey, challenged him to a duel and ended up covered in buffalo sauce. I wanted to win Ally over, prove to her that Elliott wasn't good enough for her. That she deserved better. She deserved me.

"I also told you the day the Halloween Store Trish was working at, I pointed Ethan out to you, you ignored it. Trish even said right in front of us that Ally needed to work on her flirting, she directed Ally towards Ethan, you could have cut in, but you weren't focused. He was the guy who was given that pilot costume. Ally was Florence Nightingale during the day of Halloween though?"

"Florence who?"

"Ally, dressed in a nurse's costume. Ring a bell?" He says and nudges me. I find myself starting to zone out, but in my defense Ally had that kind of effect on me.

"Oh, that's right. She looked really cute in that too, but Trish didn't seem to think it was good enough for the costume party. I was dressed as a cake at first because she messed up on the costume I requested. We also performed Don't Look Down that night, Ally looked smoking hot as Galexis Nova. I remember the performance, but I'll just give you a refresher. She turned to me during this part of the song, so basically the beginning to middle of the performance, I swear singing to each other. Even though we didn't match completely, I felt like we were a power couple on stage."

[Austin:]
Yeah, whoa
I'm walking on a thin line
And my hands are tied
Got nowhere to hide
I'm standing at a crossroads
Don't know where to go
Feeling so exposed

[Ally:]
Yeah I'm caught
In between
Where I'm going and where I've been
But no,
There's no turning back

I couldn't help but smile while Ally was singing. She was doing it, she actually did it. I was so proud of her. I always knew that she could do it. She was way too talented not to, that's why I pushed her a little harder than most would have.

Yeah!

[Both:]
It's like I'm balanced on the edge,
It's like I'm hanging by a thread,
But I'm still gonna push ahead
So I tell myself
Yeah, I tell myself

Don't look down, down, down, down
Don't look down, down, down, down
Don't look down, down, down, down
Don't look down, down, down, down

[Austin:]
It'd be so easy
Just to run
It'd be so easy
To just give up

I had done a sort of worm wave with my hand, then a quick spin and pointed to Ally.

[Ally:]
But I'm not that girl who gonna turn my back
There's no turning back

[Both:]
No turning back

[Ally:]
It's like I'm balanced on the edge

She was literally balancing on the edge of the stair, but it was so much more than that. I could see it in her eyes that she was balanced on the edge waiting to see if I was going to tell her how I felt about her, if we were ever going to get together. Be boyfriend and girlfriend. Ally was seriously owning that stage, and at this part she tilted her head and I felt my heart speed up. It was literally racing, it was way more than just the adrenaline. I realized that I was falling for my best friend. It was like I saw this whole new side of Ally. I liked it, I liked that she was bold, confident and coming out of her shell.

[Austin:]

It's like I'm hanging by a thread

It felt like I was hanging by a thread. I so badly wanted to be with her then. I knew that I had a crush on her, but this performance just put everything on full speed ahead. I would hang happily by the thread if there was the slightest chance that Ally had returned my feelings. Honestly, that's when Ally and I connected on a whole different level. When we sang together the energy, it was just electric. I barely managed to take my eyes off of her while we were performing in a room filled with people. It felt like we were the only two people in the entire room.

I sigh recounting the experience that Dez has witnessed, but I know that he was just as proud of Ally as I was. "I love her and she's gone. She's never coming back."

"I'm sorry, man. Do you want to tell me how it all happened?"

"The long and short of it. I asked if I could go with her. She said, No. She quit being my songwriter. I told her to just give me last night, she did just that. I told her that I love her. We had sex and it was amazing. I obviously have nothing else to compare it to, but none of that matters because I did it with Ally. I'm sure that it sounds lame coming from a guy, but it's the truth."

"You don't sound lame. You just sound caring and genuine. Austin, excuse my language.. but what the fuck are you still doing with Piper? Go after Ally! I know that you can steal her away from Ethan."

"Dez, Ally doesn't want me to. She wants a clean break from us. Those were her exact words. As much as it kills me I have to let her go."

"I call bullshit. Bullshit Austin! Stop being afraid of asking for what you want. What are you going to do when you realize Ally's the love of your life and you've already committed yourself to someone else? Get your head out of your fucking ass! No girl is ever going to be Ally."

End Flashback

Fuck!

Yeah, no kidding.

This shower isn't even helping relax me at all. It's just making me think more and especially about her. So much for clearing my head. I take the shampoo and squirt it into my hands and start to work in the shampoo into my hair. I love that Axe makes shampoo. It reminds me of the time that.

Flashback

Team Austin had just had a day at the beach. Dez ended up completely sunburned, looking redder than Claws when we shot that mini movie Claws, Dun, Dun, Dun. Anyways, Trish, Ally and I got color but Dez was the only one that was completely burned.

"Austin, would you mind putting some tanning oil on my back?" She was sitting on our huge beach blanket with all four of our beach towels next to each other. I opted to lay my towel down next to Ally's.

I remember telling myself to play it cool and that I could totally do this. "Sure." Ally handed me the tanning oil and I sprayed it on her back while she sat up Indian style. I went to kneel down behind her and told her that it would be easier if she was just sitting in between my legs. Ally didn't think anything of it, but I really really wanted to be close to her. She happily sat in between my legs as I sprayed the oil on her body, "Make sure to rub it in." I started to rub the oil in, massaging her back and she moaned, "You have strong hands, Austin. Don't stop that feels amazing." I felt my dick twitch between Ally talking about my hands on her and the Don't Stop Austin. How the fuck else could my body not react to that. I stood up rather abruptly and ran into the water deciding that I really needed to cool down. "Austin, where are you going? You only did my upper back!"

Dez followed me out into the water. "Dude, you have a hard on right now." We look to where our stuff is on the sand, see the girls laughing.

"Ally, you're so bad."

Oh, I forgot to mention. I know how to read lips.

"Hey, someone has to step up to the plate and it's going to be me."

I punch Dez in the arm. "I'm aware that I have a raging hard on, but she was moaning Dez for fucksake. She even added my name in there."

Dez smirks at me, "Well, Loverboy you haven't even finished putting Ally's suntan oil on her. I'd be more than happy to take over for you. You know rub it all over her hot body, especially her chest."

I glared at him, "Over my dead fucking body. Don't even think about it."

Dez puts his hands up. "Alright, I won't touch her. So, is the cool ocean water subsiding little Austin."

I groan in annoyance, "Ugh, Yes Dez. I'm good now, let's go back to the girls."

We walked back to the blanket when I suggested to play football with the girls. "Come on, let's play some catch. Dez and I versus you and Trish."

"But Austin. Neither Trish nor I are athletically inclined."

I step behind Ally, kiss her shoulder, she turns her head. "Alright we'll play touch football."

"Um there are only four of us. Don't we need at least another eighteen players?"

"Wait, you actually know and understand football? Since when? Nevermind that, we'll just play 2 on 2. What are you afraid of Alls?"

"Me, absolutely nothing. I can keep my head in the game, but I doubt that you can so Bring it Moon."

"Alright so, you and Trish run forward towards that recycling can as your end-zone to score and we'll run forward towards the lifeguard stand to score."

"I'm not an idiot Moon. Oh, you're going to have a hard time scoring because I won't let you."

"We'll just have to see about that Dawson." I sent her a wink, wow Ally trash talking me was hot. It threw me off kilter for about a second there.

Trish and Ally ready themselves, meanwhile Dez crouches down in front of me and hikes the ball into my hands. I motion for him to go in the direction that I intend to throw the ball and he catches it with ease. He gets slammed into by Trish, who easily somehow knocks Dez on his ass. It's now Ally's turn to hike the ball to Trish, Trish looks nervous, but actually catches the ball Ally hikes to her. Ally starts running in the direction that she's supposed to, I look over to Dez as if to say I've got this covered. Ally catches the ball and I run after her. She screams. "Oh my God! I caught it!" She starts running and I catch her and throw her over my shoulder, but I trip over someone's beach chair and causing us to fall into the sand. Ally face first, while my back is thrown onto the soft sand. Well, at least it wasn't rough or gritty. "Ugh! I have sand all in my bikini now. Do you realize how uncomfortable that is?" I blink, shake my head because it's probably not the greatest, eh but whatever. "I'm completely covered in sand too." I help Ally up off the sand, we walk back over to our stuff. "Trish can you give me our shower caddy? I'm going to have to go rinse off and so is Austin." She laughs at both of us, "You guys look pretty ridiculous covered in sand. I have to get a picture of this." She takes her phone out, I stand behind Ally in her tiny red bikini, throwing my arms over her shoulders in my matching red swim trunks leaning down over her petite frame. She turns her head and glares at me, Trish snaps the picture. Trish hands Ally the shower stuff, Dez smirks at me. "We'll be back."

I followed behind Ally like a puppy that was yelled at for peeing inside the house instead of outside. On the beach there are little shower areas off to the side, secluded. We reach the showers, I decide before we even get there that if she offers to rinse me off that I am going to let her. I clear my throat, "How do you like your showers? I mean temperature wise."

"Hot. Almost scalding hot. It relieves my muscles and instantly makes me relax. The hot water just feels amazing on my skin."

I stand behind her, turn on the shower. I let her walk under the shower head first and at least rinse the sand off of her. Ally's hair is dripping, water dripping down her body. Dear God, I was only semi-hard before and now I have a raging and I mean raging hard on. The only thing that I can think of right now is how much I want to fuck her up against the wall, but that's probably too much too soon for her. I can only hope that she won't notice. this tent in my swim trunks. Haha! Fat chance. She steps out from under the water and letting me rinse the sand off of me. She bends down ass in the air to grab the shampoo, conditioner and soap. I gulp as she stands back up straight with her back to me. "Here let me help you with that." I take the shampoo and squirt it into my hands, put it into Ally's soaking wet hair. I start to massage her scalp when she lets out a moan. Once I've worked the shampoo in a lather Ally rinses it out. She grabs the soap, as I stand in front of her. "Let me get you all clean. I can see that there's still sand everywhere on you. So I'm going to have to be very and I mean very thorough." God, I fucking want her. "What was that Austin?" I try to cover, "Did I just say that out loud?"Ally takes the soap, just starts rubbing it on my chest. We're both standing under the water now, I decide that I can't wait another second. I lean down and attack her mouth, we start breathing heavily. The next thing I know her hands are in my swim trunks and around my member starting to jerk me off. I pant out, "Oh god, that feels good." She bats her eyelashes at me and smiles the smiles I can't get enough of, "Ally, what if someone catches us." She smirks, "Aren't you always the one telling me to loosen up and live a little?" I smirk back at her, "Well, if you're going to take care of me, then it's only fair that I take care of you." I start massaging her breasts, while kissing her neck, "Austin!" then move my hands down to her bikini bottom, pushing it to the side. I take two fingers and add a third, start pumping in and out of her, she bucked her hips forward. "I'm going to make you cum just with my hand." Both Ally and I were so worked up. she started to work her magic on my dick by going faster, it didn't take us long to find our release. "Ally!" I groaned as I shot my load down towards the drain. We both sighed happily, coming down from our orgasms. Our kisses were very soft and loving, not as hot and passionate as they were a few minutes prior, but neither of us seemed to mind. I let her shampoo my hair and we finished cleaning each other off thoroughly. I kissed her one last time before we went back to Dez and Trish completely dripping wet hand in hand.

End Flashback

A/N: Please let me know your favorite parts here. There's more to come. Stay tuned! ;-)