Just a quick little oneshot, drabble really. I was driving my daughter to school, listening to Dave Matthews and the little muse who (sometimes) sits on my shoulder whispered this idea in my ear.

~o.O~

I follow her down the hotel hallway. My room isn't on this floor, but still I'm here, behind her. She's in a hurry to get to her door, and my pulse hammers in my ears and I try to think of anything other than what is running through my mind: the sway of her hips, how small her waist is, the was her jeans hug her body in all the right places. They're all thoughts I've never allowed myself to dwell on for too long. Sure, I've always thought she was beautiful, but we're just friends and we have been for more than two decades. That's part of the reason she here with me now, because Andy trusts me. He's her husband and my best friend, and he couldn't get away to fly to San Francisco to pick up the 1974 Bronco he bought – sight unseen – for their oldest son, so I volunteered to make the trip, and Mae wanted to come along, so here we are, speed-walking down the hall of the Holiday Inn, with the ugly paisley carpet blurring under our feet.

Mae slows down, and we must be close to her room. I haven't been paying attention to the numbers on the doors, just letting her lead the way. She asked me to walk her to her room because hotels make her nervous, with so many doors, hallways, and empty stairwells. She has an overactive imagination, always hearing noises in the woods surrounding her house, and sending Andy or her boys to investigate. We laugh about it all the time at the garage.

She stops, and checks the number on the key card in her hand, comparing it to the plaque on the door in front of her.

"Finally," she says, looking up at me. Her hair is still long, and I think she looks younger than she is; even though she says thirty-eight is old. "Do you want to come in for a while?" she asks. "We could order a pizza."

I accept eagerly. I'm hungry, and there's no reason we should go to our separate rooms, when we could eat together. Besides, it's been a long time since I've gotten to spend time with her. She, Andy, and I used to be inseparable, years ago, before the kids came along, but right now high school feels like another lifetime.

"Well, come on. I'm starving!" Mae flings the door open and reaches in to turn the light on before she steps into the room. I her paranoia makes me grin. Something about having kids makes women extra cautious.

I follow her into the room, leave my suitcase beside the veneered dresser, and make a beeline for the phone while she goes straight to the bathroom.

"Do you want vegetarian?" I ask as I start flipping through the phone book.

"Just get whatever you want," she calls from behind the door that separates us. "I'm so hungry, I'll eat anything." She turns the water on, and I pick up the phone.

I order a large vegetarian pizza, because I know it's her favorite and she never gets to have it at home, and make myself comfortable, kicking off my shoes and stretching out on the bed closest to the door. When Mae finally comes out of the bathroom, her face is scrubbed clean, and she looks even younger; I think she could probably pass for twenty-something when she isn't wearing makeup.

"You look like a kid," I tease when she flops onto the mattress beside me. She snorts and smacks me on the leg, muttering, "Bullshit, Owen," and holds her hand out for the remote. I pass it to her, and she turns on the TV, idly flipping through the channels while we make small talk. She asks me about the woman I've been dating, and how my mother is doing, and I inquire about the boys and the tenth graders she teaches. Sometimes there is nothing to say, but it's not uncomfortable; we're old enough now to appreciate the quiet. Halfway into an episode of 'Yard Crashers', there is a knock at the door and I jump up. Mae points to her purse, but I ignore her, pay for the pizza myself, bring it to the bed and place it between us. We eat right out of the box, like teenagers, and watch HGTV in silence, only occasionally commenting on the show.

"Enough of this," I say during a commercial, rescuing the remote and pushing the channel button until I find SNL reruns. We laugh at Wayne and Garth, and Mae throws her head back, brushing her hair out of her face and belly-laughing until tears stream down her cheeks. I'm laughing at her now, and give her my napkin so she can wipe her eyes.

"Thanks," she gasps, drying her face and looking at me.

"Hold on," I snicker. She has sauce on her cheek, under her left eye, and I reach out, holding her chin with my left hand and swiping the smudge away with my right thumb. My hands linger on her skin longer than I intend for them to, and she looks at me with wide, green eyes. I can't help it, my gaze gravitates to her lips for a second, and when I look into her eyes again and I think I see something in her expression. I'm not sure if she noticed it, too, or if it means anything, but I've seen that look her eyes before. There's always been a tension between us.

Tonight I don't ignore it and kiss her. She doesn't stop me. Not even when I blindly push the pizza box out of the way, and pull her back onto the bed with me, so that her tiny body is covering mine, or when I tentatively slip my hand inside her shirt before eventually stripping the fabric over her head. She helps me remove my own shirt then, and then her bra, and presses her creamy skin against mine eagerly. When I roll us over and fit myself between her legs, she sighs my name, caressing my face like she is touching something precious. She grows quiet again as I unbutton her jeans, and slide them down her slim thighs; she raises her hips off the mattress so that I can pull the pants off, and I toss them into the pile of fabric beside the bed, turning back to lightly touch the silvery marks decorating the skin below her navel, from the three sons she has. For a moment I wish it had been me that fathered them, but the thought is fleeting. The next sound she makes is to breathe in sharply when my fingers touch the waistband of her panties, and I look at her, afraid we've gone too far, but she nods, so I yank the cotton from her body, then add my own jeans and boxers to the clothes littered across the floor. I don't want to waste this little bit of time we have, so I cover her body with mine, keeping one hand between our bodies to guide myself, and kiss her mouth while I slide inside her. She feels better than I could have imagined, and we move together slowly for long, exquisite minutes until Mae hooks one heel in the crook of my knee, pulling me closer and whispering in my ear.

"More," she pleads breathlessly, and I move faster, giving myself over the sensation of being inside her.

She gasps my name when she comes, clutching me impossibly closer; her clenching muscles draw out my release, and I groan into her neck, keeping my face hidden there as I spiral down from space and crash back into my body. We lay tangled together, recovering, and after a moment I feel her hot tears on my skin.

"I'm sorry," I whisper, raising my head to look at her. She is crying, but doesn't look sad.

"Don't be," she murmurs. "I wanted you."

I stay in her room, and we sleep wrapped in each other arms. Nothing is said about that night; not the next morning or during drive home in the Bronco. I know things have changed between us, but when I pull into her driveway, she looks at me and smiles. We'll go back to being friends, which is more than I deserve in the first place.