"I'm sorry, Liz." He began quickly. "I didn't mean to push or rush things, I just…"

She softly placed her fingers over his lips to quiet him, then made quick work of her remaining buttons, shrugging her shirt off when she finished. She placed her hand against his cheek and leaned in for a short peck. "Kyle, relax a little. You're not pushing me or rushing me. I'm the one who brought you up here, remember? Believe me, I'll let you know if you do something I don't want you to." With a grin at him, she lay back on the bed, looking up at him.

"You never fail to surprise me, Liz Parker." He made no move towards her, just sat beside her on the bed, staring down at her bra-covered body. Liz was instantly nervous. She wasn't the most well endowed person and she knew that Kyle had dated several cheerleaders who were. Suddenly, she was very self-conscious and wishing for some kind of action on his part, some indication of what he was thinking.

When she was with Max, she had nothing to be nervous about. She knew how he felt about her because she had felt it in the flashes they shared when they kissed. She never had to doubt his love for her. With Kyle, things were different. First of all, she knew that whatever he felt for her, it wasn't love. He may care for her, his feelings may even be deep, but he wasn't in love with her. Honestly, it didn't bother her. It was actually better that he wasn't in love because, though she did care for Kyle, she could never love him. Her heart already belonged to someone else.

"I'd forgotten how beautiful you are."

Liz had to strain to hear his voice over the soft music coming from the radio. What did he mean he had forgotten?

"You don't remember, do you?"

She looked up at him blankly, frantically searching her memory for whatever he was referring to. All of a sudden, it came rushing back to her. "That picnic for the football team a week before school started."

"The first and only other time we were in this position." His hand slowly came out to rest on her stomach, making small circles with the back of his knuckles. "That was probably one of the best days of my life."

"Really?" she wracked her brain for other events that had happened that day. She knew seeing her sans shirt wasn't enough to make him remember the day as one of his best. Twisting so she was on her side, she lay with her head propped on her elbow. He followed her example, using the hand not holding his head to stroke her bare side.

"Yeah. My dad was there, and all my friends, and we all played games together and just had fun. And there was this girl," he gave her a lopsided, teasing grin.

"A girl, huh? What was she like?" Liz teased back.

"She was great. Smart," he leaned forward to kiss her, a process he kept repeating as he continued. "Fun to be with," another kiss, "Beautiful," kiss, "She had the most amazing smile." Liz smiled as he leaned in for yet one more kiss, this time holding him to her and deepening it. She rolled slightly so she was on her back once again.

"Sounds like this girl was a real winner," she joked as she caressed the muscles in his back, placing kisses along his jaw-line.

"Oh yeah. And she had the most gorgeous body. She was perfect." His hands slid up from her waist, skimming along her ribs before coming up to rest on her breasts.

Their conversation came to a screeching halt as both lost themselves in what they were doing. His lips slipped from hers, down to her throat, nipping lightly at her neck as his hands moved along her torso. One arm slipped around her body, sliding down to cup her buttocks, squeezing lightly. She felt his erection briefly make contact with her thigh before he pulled his hips away. His lips returned to hers as his free hand went up to fondle her breast, his thumb sneaking under the edge of her bra. When she again felt his erection brush her thigh, she arched into his hips slightly, bringing their lower bodies firmly in contact. She heard his groan as the hand on her buttocks pressed her up tightly against him, his lips again latching onto her neck.

Using the hand that was caressing her breast, he tugged at the cup of her bra, pulling it down just enough to reveal her pert, pink nipple. He rolled it tenderly between his fingers, causing it to stiffen into a peak. His hips continued to rock against hers, creating an enormous fiction between them. Everything he was doing to her felt good, but she could tell he was enjoying this more than she was. His hips continued their rhythmic thrusting as his lips slid down her body, wrapping around her nipple.

While his hands and mouth continued their attention on her body, she allowed her thoughts to drift back to their conversation. Maybe Kyle cared more for her than he let on. He remembered things that had happened between them that she had forgotten about, that apparently meant more to him then they had to her. Or perhaps all of those events had become less important in the wake of Max Evans. She could recall in great detail everything Max had ever said to her and yet she couldn't remember, without prompting, being bare-chested with Kyle. The thought made her feel even guiltier.

"Liz?" She was pulled from her fog by the sound of Kyle's voice in her ear.

"Hmmm?" It was really the only response she could think of, especially since she knew she hadn't been giving him her undivided attention. She realized she hadn't even really been reacting to his caresses, at least not the way one expected the person they were half-naked on top of to respond.

He pulled away from her, sitting up and dragging his hands over his face and then through his hair. His eyes were shut tightly and he sighed deeply before opening them to face her. When he looked at her, his expression was soft and melancholy. She had to strain to hear his voice it was so faint. "This isn't going to work, is it?"

"What? What do you mean?"

"This, us, whatever we're trying to do here. It's not going to work."

"Kyle," she was confused by his statement. Sure, drifting off while they were making out probably wasn't the best thing she had ever done, but did that really mean he didn't want to be with her? "Look I zoned out for a second, I'm sorry, but that…"

"It's not that, Liz." He interrupted sadly, getting off of the bed and pacing beside it. "I just…I can't do this. I mean, I'm not stupid, Liz. I knew that your feelings for me weren't as strong as mine for you, but I had hoped that maybe in time, you could return them. Now I realize that there's no possibility of that happening. Cause no matter what happens, no matter how much you grow to care about me, you'll always be in love with him."

"Kyle, I…" her eyes had filled with tears as she listened to him speak. Though it hurt her to know she had caused him pain, she couldn't deny what he said because they both knew it was true. With defeat lacing her breath she whispered, "I'm sorry."

"Hey," his voice was gentle as he sat back down beside her, lifting her face to his and carefully wiping away her tears. "It's not your fault, Liz. We don't get to choose who we love, though it would make things a whole lot easier if we could. You and I…as much as it hurts to say, there was a reason we broke up. I wish it could be different, but we just weren't meant to be. But I promise you, this time I won't go all stalker ex-boyfriend. Maybe we could even try to do the friends thing? I just care too much for anything else since I know you'll never be able to return my feelings."

"How do you know that?" Her voice was hushed and small, as though afraid to hear his answer.

"You can't fall for me when your heart belongs to him." Kyle's voice was surprisingly serene and for a moment Liz wished that she could return his feelings. Things would be so much easier that way.