Story Notes:

I don't own Justin Timberlake or Nsync but all the work written here is mine and cannot be used without my permission!!! So be cool and don't take mah shit kthnxbai!

For Roz.

 

“Oh. My. God.”

“Look, don’t make a big deal about this okay?”

“Oh my god.”

“Please don’t make a big deal out of this.”

“Oh. My. God!

He sighs shaking his head. “Holly...”

“I can’t believe you’ve never done anything!”

You stare at your best friend of nearly ten years slightly slack jawed, watching him retrieve cups from the cabinet, his blue eyes tight, his broad shoulders tense. He gives you an exasperated look, the smoothness of his boyish face wrinkling into a frown.

“It’s not a big deal,” he insists, clearly annoyed.

“You’re twenty-one years old,” you say, still not quite able to wrap your head around it.

“I know.”

“You’re famous.”

He sighs. “I knooooow.”

“You can have any woman you want.”

He rolls his eyes, setting the cups on the counter.

“And you’re a virgin.”

“I KNOW OKAY!” He exclaims, his patience finally breaking and you jump at the sudden hostility in his voice. He rolls his shoulders slowly, his blue eyes closing and he tries to regain his composure. “Fuck,” he mutters, still clearly annoyed as he tips soda into a glass and scoots it towards you.

“Brit didn’t let you do anything?” you ask him incredulously and he scowls deeply at you over the rim of his glass before taking a sip. “Like nothing? No hand job, no blow job, no nothing?”

“No, no jobs of any kind,” he grumbles, staring down into his cup and you look at him in awe.

Justin Timberlake, your best friend, is a virgin. And not just any kind of virgin. A super  virgin. You stare at him and wonder how in the hell this can possibly be. Even just standing here in his momma’s kitchen in your little Podunk town in Tennessee he exudes a certain amount of sex appeal. Just a hunter green shirt and a pair of jeans, his head shaved, Justin looks the epitome of the typical down home southern boy you’ve always known him to be. One would never assume he’s known the whole world over for his “poppin’ fresh dance moves” and “smooth vocal stylings” which you tease him about every chance you get because he’s your best friend and because he’s your best friend you try not to make too much of this sex appeal business. But you’re also a woman. And as a woman you have no idea how Britney kept her panties on around him.

“Did she even let you feel her up?” you ask and Justin rolls his eyes again.

“Can we not talk about this please?”

You chuckle to yourself. “I cannot believe I lost my virginity before you.”

He lets his head hang back as he whines, “Shut uuuuuuuup…” but then his head snaps forward, looking at you bewildered. “Wait…what?”

You give him an innocent look, clearly enjoying the shock that paints across his handsome face.

“When did you lose it?” he demands and you laugh.

“Three years ago,” you shrug and his eyes practically bug out of his head.

“Why didn’t you tell me!” he exclaims and you shrug your shoulders.

“I dunno,” you reply a little defensively. “I kinda figured you’d lost yours already and it wasn’t a big deal any more.”

“Not a big deal?” he exclaims slamming his cup down on the counter and you look at him like he’s crazy. He takes a deep breath eyeing you hard. “That’s shit friends tell each other, Holls.”

“Okay, okay I’m sorry,” you reply slightly peeved by his annoyance. “Fuck…”

“I can’t believe you didn’t…” he mutters to himself, his voice trailing as his eyes snap to yours, narrowing suspiciously. “Who was it?”

“Oh honestly Justin,” you sigh, crossing your arms over your chest and leaning against the counter.

“No…no I need to know.” Justin says mimicking your stance.

“Why?” you demand and he bristles.

“So I can kick his ass.”

“It was THREE years ago!” you exclaim a laugh pulling itself from your throat.

“Yeah but you obviously felt you needed to hide it from me,” Justin scowls petulantly and his eyes widen taking a deep breath. You roll your eyes. Here it comes. “It’s someone I know isn’t it? It’s one of my friends. That’s why you didn’t want to tell me. You thought it would cause this big dramatic upheaval in mine and the guy’s friendship because, should the two of you break up, I would have to choose between the two of you. And obviously I would always choose you. So that means it’s someone I’m really close with…”

You stare at him dumbfounded. Ever since you’ve known him he’s had this tendency to go on these drama-fueled rants in which he creates these elaborate scenarios that often spin so far off base you end up laughing at him. You’ve always kind of chocked it up to his creative side letting his imagination get away from him. And as his best friend it’s your job to bring him back to reality with a heavy dose of ridicule and sarcasm.

“Shit you need to get laid,” you chuckle shaking your head and he pouts deeply. “That’s why you’re so fucking stressed all the time.”

He’s glaring at you, arms crossed over his chest, his shoulders hunched and you just grin cheekily at him. But your smile fades as his face smoothes, his eyes going dark as his tongue reaches out to swipe across his bottom lip. Your eyes widen as he pulls his broad shoulders back, situating his body into a confident pose for a moment before pushing off the counter and taking short punctuated strides towards you. You jump as he plants both hands on the countertop on either side of your hips, his mouth pulling into a crooked grin, his breath fanning across your face but not touching you.

“What, you offerin’?” he asks, his blue eyes smoldering and predatory.

He chuckles at your gasp, all seduction gone in an instant as he steps back, grinning at you boyishly. You scowl at him, your heart still hammering in your chest.

“See it’s that shit right there that makes me think you’re lying,” you say, shifting uncomfortably and he laughs.

“Got you hot an’ bothered?” he smirks and you scowl at him, your eyes narrowing.

“You’re lying aren’t you?” you accuse, suddenly feeling very dumb for falling for his trick.

His laughter dies away and that smoldering look is back, him stepping forward again, his face inches from yours. He smirks down at you, your eyes wide looking into his and he’s dead serious as he says:

“I don’t lie.”

You shiver, your eyelids fluttering as you feel a tug in your belly, a rush of warmth heating your cheeks and you swallow hard as you look up at him.

“Well…” you trail, your mouth dry, at a complete loss for words. “You wanna just hoist me on the counter or what?”

You laugh a little at the end to diffuse your statement but with the way he’s looking at you right now it’s not entirely out of the question in your mind. His eyes widen slightly and you’re amazed at how his face can go from a look of smoldering lust to boyish nervousness in a matter of seconds. He takes a step back and you take your first full breath in minutes, watching him compose himself as he shuffles his feet nervously.

“Fuck…I’m sorry,” he says and shakes his head hard. “What the fuck am I doing?” he mutters to himself.

You study his handsome face and bite your lip, wondering just how far this can go. You’re best friends. You’ve known each other since kindergarten where you got stuck in the same desk group together and you hated each other up until third grade when you made everyone stop teasing him about his hair. Ever since then you’d just kind of hung out. Even when the fame thing happened you somehow managed to stick together, him calling from the road when he was bored or you calling and leaving him ten minute voicemails because he never answered the phone. You know each other better than most and while neither of you are likely to admit it, you care about each other too.

“If you want to...” you find yourself saying before you can stop the words and his eyes snap to yours. “I mean...we're best friends, J” you add softly by way of explanation and you shift awkwardly.

He creases his brow and you can practically see the wheels turning in his head as he tries to come up with the appropriate response. “I…”

What are you doing? He’s your best friend. You’ve known each other since kindergarten! Now is not the time to start letting your hormones take over. You shake your head.

“If you’re not ready-”

“NO, I’M READY!” he exclaims, practically yells and then his face turns beet red like it used to when the teacher would scold him for singing aloud while working on his homework in class.

You can’t help but laugh at how adorable he is, which only causes the redness to creep down his neck. An awkward silence descends on you as you watch him shift nervously, reaching up to scratch at his ear like he’s done ever since he was five years old. You can’t help but smile. He’s your best friend. And you’re his. You can’t think of a better person for someone to share their first time with.

“You wanna take this in the bedroom or what?” you ask softly and you think his eyes are going to explode from his head.

“Okay,” he says, his voice a dry rasp and you wonder if he’s breathing at all.

You turn cautiously, walking towards the doorway, looking over your shoulder to make sure he’s following. He’s right behind you, trailing you as you make your way down the back hallway to his room. You step inside, eyeing the unmade bed, just a rumple of water blue sheets, the comforter discarded off the end of the bed.

“Mom washed the sheets yesterday,” Justin says softly as if reading your mind and you jump when his body bumps in to yours as he tries to close the door. “Sorry,” he chuckles and his hand goes up to rest on your shoulder but it hovers there for a moment, not touching you and you can feel the heat radiating off his skin.

You smile. “You can touch me, Justin,” you say softly and he grins, a blush coloring his cheeks as he lets his hand fall to your shoulder.

You turn and his hand falls away, his arms hanging awkwardly at his sides as you look up at him. His blue eyes are soft and warm and you never fathomed he’d ever look at you that way. His large hand comes up to cup your face and you let your eyes flutter closed as his mouth descends on yours. He’s cautious at first, his lips merely brushing against yours before his long fingers thread back into your hair and you have to fight the tremble in your knees as he kisses you deep and slow. Your fingers gather in the fabric of his shirt, winding it in your hands as his mouth slants over yours, the plushness of his bottom lip between yours and you fight the urge to moan. His tongue grazes your bottom lip gently before retreating and you feel a shiver shake down to your toes, mimicking his action, granting him permission. His tongue slides slick and strong into your mouth, rubbing and mingling with yours and he tastes a strange mix of citrus and cola that makes you tug his body closer to yours. He pulls back just slightly and your eyes flutter open to see him gazing down at you through heavy lidded eyes, his lips swollen and pink.

“This is kinda weird,” he whispers and you bite your bottom lip, your fingers unwrapping from his shirt. His eyes widen slightly, his hands pressing against the small of your back, forcing you to stay close to him. “It’s not bad!” he adds quickly and you chuckle at his earnestness. He blushes. “It’s just…it’s you Holls…”

He cocks his head to the side and brings a hand up to tuck your hair behind your ear and the way that he’s looking at you, he’s never looked at you like that before. Nobody really has. You stand on your tip toes bringing your mouth to his again and it’s like a spark ignites between you, your hands pawing at his chest, his running up and down your back.

When your hand slips under the hem of his shirt he gasps into your mouth, his stomach trembling under your fingertips. You pull back just enough to look at him, your fingers gathering in the soft cotton and tugging it up over his head. Your eyes rove over his chest as you let the garment fall to the floor, your breath coming harder now as that tug pulls in your stomach again. You reach out, your hand smoothing down the creamy white skin of his chest and you marvel at his body, tight and firm, velvet skin stretched over sinewy muscle. His stomach quivers again as your fingers brush the blond hair that trails from his belly button to the top of his jeans and his hands reach out to grip your biceps.

You stop, looking up at him uncertainly as his hands smooth down your arms, reaching for the hem of your sweater. He pauses, his blue eyes deep and questioning and you give him a nod of encouragement enjoying the smile that pulls across his face as he draws it over your head. His eyes rove over you slowly and suddenly you’re self conscious in just your bra and jeans, knowing he’s used to models and actresses half dressed in front of him and not normal girls like yourself.

“I…I’m not…” you find yourself saying quietly as you look at the floor.
 
“Shut up,” he says softly, his hands coming up to smooth across your shoulders, fingers slipping under the straps of your bra hesitantly, your skin prickled under his warm touch.

“I mean I’m pale. I’ve got tiny boobs,” you ramble watching your toes wiggle against the carpet and his finger hooks under your chin.

“You’re beautiful,” he says sincerely, quiet lust dancing behind his eyes and you snort as he reaches for your bra strap again.

“Yeah you’re just sayin’ that because I’m half nekkid,” you joke as he slips the strap off your shoulder, his arms circling your waist as he replaces it with a kiss.

Your eyelids flutter closed, your hands smoothing up the warm expanse of his back, his skin soft under your touch. You hum softly as he sucks at the crook of your neck, his hands smoothing from your hips to grab handfuls of your ass and he moans against your skin. You giggle, slipping one leg between both of his and pressing your hip against him, gasping as you feel him hard and ready inside his jeans. He lets out a quiet moan, one large hand smoothing up your back to fumble with your bra, his usually nimble fingers clumsy and inexperienced.

“I got it,” you whisper softly, reaching one arm behind you to flick it open and he presses his forehead to yours, his cheeks slightly pink from embarrassment.

The look on his face can’t quiet be described as you let your bra fall down your arms to the floor and no man has ever looked at you like that. His eyes are hungry, his tongue snaking out to lick his dry lips and you narrow your eyes at him.

“You…you have seen boobs before right?” you ask incredulously and he’s snapped out of his daze to scowl at you.

“Yes,” he spats, his bottom lip protruding in a pout as he reaches for your hips again. “I’ve been to strip clubs,” he smirks, his lips dragging down the side of your neck and you laugh.

“Well I definitely don’t have the body of a stripper,” you reply lightly, biting your lip and you feel him groan against you.

“Guh yeah it’s so much better,” he pants and you can’t help the blush that warms your cheeks, feeling his hands skim up your sides, his palms pressed flat against your rib cage. “I can touch you.”

He pulls back just slightly as his large hands slide up just a little to cradle your breasts. His bottom lip is pulled between his teeth as he lets his hands smooth up, his touch light and gentle, almost reverent and you have to swallow hard, sucking air through your teeth. He lets his lip slide free slowly, his palms teasing your nipples as he squeezes softly, your eyelids fluttering, the tug in your stomach more urgent this time. Your hands reach for his waist, tugging him forward and your kiss catches him slightly off guard but he reciprocates quickly, his lips sucking yours as his hands slide along your skin, his thumbs brushing your nipples lightly. You gasp into his mouth and he smiles against your lips, repeating the action, his thumb brushing back and forth before pinching softly and you moan against him, reaching for the button on his jeans. His movements slow as you flick the button open and ease down the zipper, his Adam’s apple bobbing in his throat as you shimmy his jeans to the floor and he stands before you in nothing but his boxers, the front tented and straining. 

Your hand smoothes around the dip of his waist, his skin warm and soft under your touch before swiping back across his stomach and you want to touch him. You don’t think you’ve ever wanted anything more in your life. Your hand moves tentatively, letting him know exactly what you’re doing as your fingers tips brush down the hair below his belly button and his breathing turns ragged. He groans low in his chest as your grip him through his boxers, his hands sliding from your breasts down to your waist where he holds you gently, his head tipping back in pleasure. You press your lips to his throat giving him a gentle squeeze and you can feel him jump in your hand, his fingertips digging into your skin. 

His fingers fumble with your belt, flicking it open desperately as you kiss your way down the long column of his neck, your tongue swiping his collarbone as your hand rubs him slowly. He pushes at the waistband of your jeans, whining as he shoves them down your thighs so you can kick them off your legs. You gasp as he reaches down, his hand cupping you over your panties and your knees tremble as he presses his palm against you, rubbing tentatively and you rest your forehead against his collarbone.

You pant against his skin, your warm breath raising goose bumps along his chest, puckering his nipples and you have to gain some semblance of control. This is about him. Not that you won’t have your turn but you need to do this for him, for your best friend.

He whimpers softly as you release him, your arms slipping around his neck, but he moans when you press your chest to his, letting him feel your skin against his, his hands moving to skim up and down your back. Your mouth finds his as you take a small step forward, slipping your leg between his once more and nudging him gently. He presses back, his hips grinding against you slightly, his tongue sliding into you mouth, making you dizzy and you give his shoulders a gentle push your mouth still working against his. He pulls back, you standing on your tip toes to resist breaking your kiss.

“Did I do something wrong?” he asks and you look up at him, glassy eyed and slightly dazed. He’s looking at you unsure, hesitant and you’re confused for a moment.

“No,” you say, finally understanding, your hands smoothing down his chest. “I was trying to get you over to the bed,” you say chuckling slightly and you both look over his shoulder at the pile of tussled sheets.

“Oh,” he chuckles, his ears turning red and you grin, pressing a kiss to his jaw, his eyelids sliding closed.

He takes a few steps back, your mouth dragging down his throat and you feel him tense when the backs of his legs hit the end of the bed. He sits tentatively, his eyes holding yours as his body lowers slowly and you let your forearms rest on his shoulders, crossing your wrists behind his head, smiling softly at him. His tongue slides across his bottom lip slowly, his eyes roving over your body before leaning forward and pressing his lips to your stomach. You let your head fall back, your hand reaching up to run over the short bristles of his hair enjoying the feeling of his mouth on your skin.

His tongue whips hotly against you, his hands smoothing up your back to pull you closer to stand between his knees, his fingers curling in against your skin. You whimper softly as his mouth closes over one of your nipples, his tongue flicking the sensitive bud quickly before sucking slowly and you let your head hang back. You let him explore your body, his hands skimming down your back, over your ass and down your thighs, fingertips light and teasing, his mouth nipping and sucking at your skin. Your nails scratch at his scalp as he switches, the cool air of the room tightening your nipples even further under the wetness of his saliva. His hand reaches up to roll the bud between his fingers as his mouth works on the other and your brain is fuzzy with pleasure, quiet sounds escaping your lips.

You gasp as his hands smooth down your sides, fingers curling around the waistband of your panties and beginning to tug down. He stops at the sound, his fingers still wound in the fabric but he doesn’t move, looking up at you from under long lashes. You bite your lip, pulling his hands away but threading your fingers through his as your mouth meets his. You don’t quite trust yourself to do this right if he gets your panties off now.

“Holly,” he says softly and you shake your head slowly, kissing him over and over and God how did you two stay friends so long and never even kiss?

You lower yourself slowly, your lips not leaving his as your knees hit the carpet, hands settling on his thighs. You let your lips drag down his chin, enjoying his hum of approval as you suck lightly at his jaw. Your fingers gather in the fabric of his boxers and you press lightly on his chest, urging him to lay back.

“Holly…” he says again, his voice tentative this time and you look up at him. “What…what are you…”

“What does it look like I’m doing Justin,” you reply automatically because it’s what you’ve always done when he’s asked you a stupid question.

And he scowls just like he’s always done when you patronize him. “I thought we were gonna-”

“We are,” you say with a sigh and give his chest a nudge again. “Now lay back. Jeez all impatient and shit…” you tease as he allows his body to fall back, propping himself up on his elbows.

“Well excuse me,” he replies with a chuckle, watching your every move as he lifts his hips slightly, allowing you pull his boxers down.

You have to bite your lip to control your moan at the sight of him laid out naked before you. You never dreamed you would be here like this with him, never once and you question all of that now. How could you have never dreamed of this? How could you two have gone so long without even thinking about this?

You let your hands smooth slowly up his thighs, watching his stomach tremble, his dick twitching slightly and the head is a deep purple color, the tip leaking and you can feel a rush of warmth between your legs. Your hands slide up over his hips, enjoying his whimper as you deliberately avoid the place he wants you to touch him most. His leg jumps as you kiss the soft skin of his inner thigh, your nails dragging down his stomach and he chokes on his own breath as you take him gently into you hand. Your pussy throbs with want as you give him a slow stroke, his eyes riveted on your hand on his flesh and he’s breathing so hard you fear he may pass out.

“Breathe, Justin,” you say softly and his eyes flick to yours, pupils dilated with lust. “You okay?” you ask gently and he nods his head eagerly, shifting his hips up towards your hand and you chuckle at his eagerness.

You think his eyes are going to explode from his skull as you lean closer to him, your breath fanning against the head of his cock and it twitches hard in your hand, a small whimper tearing from his throat. He groans deep in his chest, his eyes sliding closed as your tongue snakes out around the head, tasting the salt of his skin relishing in the goose bumps that prickle his perfect skin.

“Oh god,” he groans as you wrap your lips around the head, sucking softly and he’s trembling beneath you, every muscle in his body tight as your mouth lowers slowly.

You chance a peek up at him as you draw back up and his head is tipped back, his chest heaving, plush bottom lip pulled between his teeth. His head falls forward slowly, his chin tucked against his chest as he watches you lave the tip with you tongue softly, enjoying his hiss as your tongue slides torturously over the slit. You take him into your mouth again and he moans, his hands winding in the sheets as you suck softly, bobbing your head a few times.

“H-Holly…” he says weakly, his voice a warning and you don’t respond, one hand reaching to cover his that’s fisted in the sheets, trembling with effort. You give his hand a squeeze, telling him its okay, telling him to let go.

His head falls back, his hips tipping up, meeting your mouth as it slides down over his warm flesh, a guttural groan pulling from deep in his chest. His back arches just slightly and a gasp tears from his throat as you press your tongue against the little bead of skin just under the head, wiggling your tongue against it slightly and his stomach trembles, his hands clawing at the sheets. He cries out then, his body falling back against the bed as his elbows give out and you feel him spill warm into your mouth, swallowing the bitter saltiness quickly. You hold him in your mouth as you suck gently, methodically listening to him whimper and hiss, his hand eventually reaching for your shoulder when it gets to be too much.

You release him from your mouth, scooting forward a little to rest your cheek on his stomach that trembles and heaves as he tries to catch his breath. You smile, pressing soft kisses around his belly button, hands smoothing up and down his sides, listening to him breathe.

“Damn,” he breathes weakly and you turn your head, resting your chin on his stomach as you look up at him.

“Wipe that goofy ass smile off your face,” you scold lightly and he chuckles, his grin widening at your words as he reaches to pull you up to him. 

“Fuck if I knew you sucked dick like that I woulda made a pass at you a long time ago,” he smirks, his fingers wiggling against your ribs and you giggle pushing at his chest.

“Like you have a lot to compare it to,” you tease and he narrows his eyes at you, reaching to pinch your nipple.

You squirm against him, his hands trying to grab for your wrist and your legs are kicking at each other, wrestling like you used to do when you were kids. But when he grabs your wrists, trapping you as you both lay on your sides, his face mere inches from yours it’s nothing like when you were kids. His lips press to yours slowly, tentatively and your stomach quivers with it as his large hand slips around your waist, drawing you closer to him. His fingertips trace along the waistline of your panties, brushing across the lace trim and you feel him smile.

“You plan on seducin’ me?” he asks quietly, his eyes heavy lidded but playful and all you can do is stare at him. “Wearin’ your sexy panties over here. You always wear these?”

He tucks his chin against his chest, trying to look down at your underwear and you wiggle against him, giggling at him.

“These are not my sexy panties,” you reply with playful defensivity. “Jeez you really haven’t ever been with a woman huh?” you tease, poking him in the chest.

He pouts, his hand smoothing down the dip of your waist and over your hip, his fingers wrapping in the fabric and tugging it down just slightly, exposing more of your hipbone. All playfulness is gone as his fingers swipe across your stomach and you gasp as he watches his hand disappear into the front of your panties. You whimper softly, clutching his shoulders as his long fingers dip between your lower lips, rubbing in your wetness and you draw your leg over his hip to give him better access. He swallows hard, rubbing slowly, watching your face intently as he touches you. When he stumbles across your clit, your mouth drops open, a strangled sound pulling from your throat and he smiles slightly, pressing two fingers against you, rubbing softly until your nails dig into his shoulders.

“Justin,” you breathe slowly, your hands clutching at his waist as his fingers slide further down, probing and searching and you gasp when he finds your entrance, slipping his middle finger in slowly.

You both moan at the feeling, his palm pressing against your clit and you let your hands wander his chest, his skin velvety soft under your touch. You whimper as he drags his finger in an out slowly, your body humming as your hips begin to rock against him. You cry out when he pulls back, his hand slipping back out of your underwear and he chuckles at you softly.

“Can we take these off now?” he asks quietly, his thumbs hooking in the waistband of your panties and you nod incoherently, your brain too saturated with pleasure to do much else.

You lift your hips as he tugs them down your legs, kicking them off when they reach your ankles and your hands grapple for him, wanting any part you can reach. His mouth meets yours in a fiery kiss and your head spins, the ache between your legs almost unbearable. You try to gain some semblance of composure as he lets his body settle over yours slowly, tentatively, watching your face for any sign of you stopping him.  You look up at him, drawing your legs back and allowing him to settle between them, your eyelids fluttering at the feel of him pressed warm and solid against your lower stomach.

He’s looking down at you from under long lashes, his eyes slightly unsure and you reach a hand up to touch his face, brushing his cheek bone with your fingers and his eyes close, turning his face into your touch. He’s your best friend. You’ve known him since kindergarten and you’ve been friends since third grade. You’ve watched him go from a short weird little kid to a gangly weird looking teenager to the strong handsome man laying over you and you can’t believe it took you this long to realize that you love him.  Not the romantic kind of love but the kind where you’ll do anything for each other, take care of each other, and be there for each other no matter what life throws your way. And while he’s not your first, you’re glad that you can be his.

“You ready for this, J?” you ask softly as he situates his hips, feeling him drag down your stomach until only the tip of him rests against you.

He nods eagerly, his breath coming in short pants his blue eyes wide and he doesn’t move, seemingly paralyzed by his nervousness. You smile softly at him, reaching between you to grip him and his eyelids flutter, allowing you to guide him to your entrance slowly, watching his face for any kind of apprehension or doubt. He hisses as he nestles in your folds, the tip of him slipping in easily and you release him, your hands moving to rest on the dip of his waist and waiting.

His forehead rests against yours, his warm breath fanning your lips as he presses in slowly, both of your breathing having gone uneven as his body fills yours. Your arms wrap under his, your hands clutching lightly at his shoulder blades, knees hugging his hips and your stomach trembles as his hips press snugly against yours and you swear to god you can feel him in your stomach, pulsing and throbbing. His arms tremble under his weight and you hug him close, your chin tipping up to capture his lips and he lets you kiss him slowly, his body buried deep in yours and because you know him you know this is a lot for him to take in. He’s always been so intense, taking things so seriously and feeling everything so deeply. You can only imagine what’s going through his head.

He pants softly against your lips, nose nuzzling yours affectionately and your hand comes up to hold the back of his head, nails scratching his scalp soothingly as he lets his forehead fall to your shoulder, lowering his body onto his elbows. His stomach is smooth and warm against yours and you gasp as he wiggles his hips, readying himself before drawing back slightly, his breath panting harshly against your collarbone.

He lets out a strangled groan as he pushes back in, his hands curling around your shoulders and you hug him tight, your body begging for more but you force yourself to be patient. His hips press to yours once more and he’s panting hard, his nose nuzzling against your pulse point before he draws back again and sets a steady rhythm that leaves you breathless. He’s so fluid in his motions his hips rolling slowly, carefully into yours and you marvel at the sensations he gives. Your nails dig into his shoulder blades, a tiny whimper tearing from your throat as he works in and out of you slowly. His head lifts and he looks down at you, his eyes deep and blue, questioning and you bring your mouth to his, kissing him hard, tongues battling. He groans deep in his chest, his mouth wrenching from yours as his hips speed and the sensation steals you breath.

“Oh god Justin,” you moan softly and he pulls back watching your face as his hips roll into yours.

“Am…am I doing this right?” he questions softly, gazing down at you with a slight eagerness in his eyes and you can barely keep your eyes open, the pleasure tugging your lids down, stealing all your focus.

“Mmm,” is all you can respond with and he grins wide, his hips beginning to work harder against you.

You gasp, your body humming, hips tipping up to meet him thrust for thrust and he moans, his lips vibrating against your neck. Your hands slide down to his hips, holding them in your hands as you feel him thrust powerfully into you. You whimper, hands smoothing restlessly up his sides, holding him at his ribs, feeling his heart pound, his skin seeming to vibrate with it. Your eyelids flutter open, watching pleasure paint across his face and you let your arms slip around him again, holding him close to you again.

His hips are bumping into yours steadily, his breath hitching with it and you can feel the fire racing up and down your legs. He groans deep, his rhythm faltering for a moment as his hands slide down your arms, grasping for your hips and dipping between your lower back and the mattress, tugging you closer to him.

You cry out, nails dragging down his back and he moans, back arching pressing deeper than before and your body trembles, sucking at him, your muscles beginning to tighten. He groans deep in his chest, his hips bucking frantically and you know he’s close and the mere thought is enough to set your skin on fire.

“Holly…I…” he pants, his entire body beginning to tremble and you clutch at him, your breathing hitching.

“God J just-” and you can’t even finish your sentence, your orgasm stealing your breath as it steals his, his eyes widening as a guttural sound tears from your lungs, your nails clawing down his back.

He whimpers, his eyes squeezing shut as his hips crush to yours, his entire body going ridged and you gasp as you feel him spill warmly into you, a choked sob pulling from his throat as his face buries in your hair. His hips jerk against yours and you hold him close, allowing every last ounce of pleasure to drain from him, his body eventually relaxing over yours.

He rests his weight against you hesitantly and you give him a squeeze letting him know its okay, pressing your lips to his shoulder. He nuzzles your ear before kissing you sweetly on the cheek and you can’t help the smile that pulls across your face. His breathing is still slightly ragged, breath panting against your face as he pulls back to look down at you, his eyes tired but a goofy grin pulls across his face.

“Wipe that goofy ass smile off your face,” you say softly, more tenderly than when you’d said it before. That seems so long ago now.
 
He grins wider, pressing a chaste kiss to your lips as he slides off you, reaching down for the sheet to pull up around your bodies. He pulls you against his chest gently and you rest your cheek there, your hand coming up to rest over his heart and you just breathe, letting the moment sink in.

In a way everything has changed, you muse. You watch your hand smooth down his stomach and then back up again, feeling his heart thud against your palm. You’ll never just be Holly and Justin anymore. He’s not just the kid you met in kindergarten and hated until you stuck up for him in third grade. He’s the man you’ve known your entire life, who gave you his virginity four days before Christmas in his childhood bed. Things will never be the same. They may not be worse, in fact they may be better, but they’ll never be the same.

“Soooo,” he drawls slowly and you look up at him. “Was it good for you?” He wiggles his eyebrows and you roll your eyes at him chuckling light.

Okay maybe they’ll be just a little bit the same.

“People don’t actually say that you know?” you reply, resting your cheek against his shoulder as his fingers play over the skin of your bicep. “But I guess it was alright…” you trail, your forefinger circling his nipple.

“Just alright?” he questions, his hand smoothing down to wiggle his fingers against your ribs and you giggle squirming against him.

You squeal as he pulls you over him, your body laying intimately against his and your face is millimeters from his, his nose nuzzling yours affectionately. His lips brush yours softly, his blue eyes crinkling at the corners as he gives you that crooked grin you’ve grown to love.

“Maybe I just need some more practice.”
Chapter End Notes:

The Challenge Specs:

Plot: Okay, so let's pretend that Britney was Justin's first (and only) GF before you and she decided they should stay virgins until they're married. Well, they broke up and now you're dating Justin and he is one horny 21 year old (yes, 2002!Justin) ... who's never had a blowjob.


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