It was almost 9:00, and we had said we'd be in the car and driving by 8:30. Our weekend away was off to a rough start.

"Elle, did you remember to pack your toothpaste this time?" Max asked, poking his head in the back door.

"I'm going to pack your toothpaste, Maxwell. Don't be a jerk," I laughed.

Max was a good friend and had been since college. He was fun, and we'd made it through a myriad of trainwreck relationships together. Max supported me through my rock star phase, where I blindly threw myself at anyone from the stage who showed me attention. I was there for him while he dated through the local community college yearbook at twenty-six. That got messy more than once.

We had tried dating a time or two and realized we shared everything except an intimate connection.

We were headed to a campground for the weekend for a music festival we'd attended for the last five or more years. We had a mutual hangup on nineties rock bands. He was into some harder music than I was, but we always met in the middle with many alternative bands and even some poppy hits.

The number of nights we had spent together listening to music and sharing our favorite songs had piled up too high for us to count. Max would text me at least twice daily at work about some song or another that he'd found or remembered. I was just as guilty. Maybe not as bad as he was, but I added to our mutual playlists often enough.

"Elle, c'mon, the car is packed, and I'm going to have to stop for more coffee before we leave town," Max hollered.

"I'm coming, I'm coming," I said, taking mental inventory of my zipped bag.

Locking the door, I put my bag in the back of Max's car. He had driven the same VW Golf for years. We'd camped in the back of it when we were younger, but now that we were in our thirties, we usually got a hotel room and just went to see the bands play. That way, we could sleep in without the commotion of car camping.

"Lady, why does every trip anywhere start like this?" Max poked.

"Like what?" I said innocently.

"Mhhhm," Max grumbled.

"Lighten up; it's too early to be a grouch," I said, reaching over and playfully tugging at his beard.

Max chuckled in his usual low, burly tone. He was a good-natured guy who would do anything for me. He'd proven that in college. One night, a boyfriend of mine got a bit too controlling at a party, and Max knocked him on his ass. We had known each other before that night, but he came to my rescue in the middle of a bad situation. Knowing that he would stick up for me was an attractive quality. We even tried dating for about two or three months. The romance just wasn't there.

"Love ya, sourpuss," I said, blowing him a kiss and turning the radio up.

"You're an ass, but I love you too," he grinned.

He was the only man I'd felt that comfortable with. I even had a few serious relationships that failed to make me feel safe. Max was my potential boyfriend tester. They were usually worth exploring if they could handle my giant bearded best friend telling me he loved me and hugging me hello and goodbye.

"Can you get me a coffee too," I said, more informing than asking.

"I'm not ordering anything with fucking soymilk, Elle," he replied.

"Jesus H, it's coffee, and unless you want this car to smell like a zoo, you'll make sure it's not dairy," I laughed.

He couldn't keep a straight face at my fart joke. He was forever a giant kid when it came time for crude humor.

Coffee in hand, we hit the road. We took turns putting music on and reliving every great moment we associated with the songs we loved. We didn't just spend time together. We actually shared time together. I liked to listen to what made him tick. He would sometimes surprise me with some folksy-sounding love song that didn't match his usual schema of heavy basslines and distorted guitar riffs. I will forever be into radio pop. It was easy to listen to and just made me want to dance along with it.

That's one thing Max didn't do. I'd tried so many nights, and he flatly refused to dance or even try. I'd seen him nodding his head at concerts, but that was about as much rhythm as he was willing to demonstrate outwardly.

The trip was going by quickly. I had already needed to plug Max's phone in while playing Road Trip DJ, which meant we were more than halfway to the campground. We usually checked into the hotel first, but this time, we were early enough to look around and listen to some of the smaller local acts that generally opened up for the more prominent names at night.

"You grabbed the festival passes off of the table, right?" Max asked, turning down the radio.

Knowing it was a bad idea to poke the bear on this one, I replied, "Sure did, have a little faith."

Just then, my phone chimed with a text message.

"Is that your wannabe keeper checking in on ya?" Max asked with no small amount of sarcasm in his voice.

"His name is Noah, and yes, he's checking on us," I answered.

Noah and I had been seeing each other casually, and this trip had been a friction point between us. He couldn't seem to understand that I'd often slept with Max without "sleeping with" him. I couldn't see myself settling down with Noah, but he was nice. The sex was okay, and he was at least my age and had a job, so I wasn't ready to cut him loose just yet.

His text seemed like he was trying to remind me that we were dating or whatever weird thing we were doing. I guess my mind was that I don't owe you an explanation if we can go days without talking. It may seem harsh, but he hadn't attempted to invest in a more serious relationship, and I wasn't really looking for one.

As we got closer, the sky turned darker and began to spit rain. We weren't afraid of putting bags on our feet and slopping through the mud. We'd done it before. It wasn't our favorite way to enjoy a show, but the weather tended to thin the crowds. As we reminisced about wet shows from the past, the rain continued to pick up to the point where the Golf's wipers were having trouble keeping up with the downpour. Max had to slow down so he could see better.

"Well, shit," Max huffed.

"Want to check into the hotel first? This should pass before too long," I suggested.

"Yeah, you're probably right," he agreed.

We kicked it into a little motel we'd used the last few years. It was not a dump, but it wasn't the Hilton either. At least, it wasn't the kind of place with an hourly rate.

As we were hauling in our bags, we got soaked. Max grabbed a few towels from the bathroom, and we dried off as much as possible.

"You win," I said, throwing my towel back to him.

"I do, eh?" he said, looking confused.

"The wet t-shirt title is all yours," I joked, trying to lighten the mood.

With that, Max took his wet shirt off and began to twirl it over his head, trying to emulate some silly strip tease. We both just laughed. It was hard not to be bummed about missing the first day of the festival due to the storm, but I couldn't help but to look twice at Max as he went about towel-drying our bags.

He had covered his upper arms and chest in tattoos over the years, and he was pleasantly fuzzy without being the kind of guy who left a girl picking chest hair out of her mouth. He had a bit of a tummy and a broad chest. He really did give the best hugs. I couldn't help but hug him. Being a bear of a man was just his grumpy outer layer. When he dated someone, he poured himself into it and paid the price every time.

"Hey Ellie, just sit there and watch me, would ya?" Max laughed, catching me staring at him while he worked to keep our luggage dry.

"Yes, Sir!" I piped back.

"Be careful," he chuckled back at me.

I got up and went into the bathroom. I was a hot mess. I took my hair tie off of my wrist, flipped my hair over my head, and then tossed it back to put it up and get it off of my shoulders. My shirt was soaked, and my bra had managed to catch whatever water my shirt failed to absorb. Taking my shirt off, I towel-dried myself. Peeling my wet jeans off was a tremendous pain in the ass as I tried to balance myself on the bathroom counter as I kicked my feet free. I picked my wet clothes up and hung them up. I went out to fetch Max's t-shirt from wherever it ended up.

"Whoa, what are ya doing," Max said, slightly shocked at me prancing around in my bra and panties.

"Relax," I laughed. "I'm just getting your wet shirt to add to the drying line."

"Maybe we put the girls away before someone gets the wrong idea," he said, possibly blushing.

I grabbed his shirt and went back to hang it up. He'd seen me in a two-piece before. I don't know what was different this time. We'd gone to the lake with other friends many times and drank. Elle even got the girls out at festivals if too much bourbon was involved. Max was always quick to turn his head when I did. It always seemed to make him uncomfortable.

After hanging Max's shirt up, I turned to see myself in the mirror. My navy panties were climbing between my cheeks, and this bra had always been a bit too small, which made the girls pop out just a bit. I did a little wiggle and jiggle in the mirror.

Okay, that makes sense, I thought.

The way my butt jiggled in the mirror and my boobs bounced a fair bit was a little enticing even to me. Still, I couldn't understand why Max was so bashful. I knew he was into girls of similar size and shape to me. He always found basically the same girl. Usually, some thicker girls with glasses wore band shirts and jeans. He had a type, for sure.

Staring in the mirror over my shoulder, I saw the T-shirt I'd bought at another festival we'd gone to last year. My wet jeans hung beside Max's shirt. My thoughts may have been reaching a bit, but was Max looking for girls like me? I cleaned my glasses and leaned against the counter as my thoughts caught me unaware.

"You know you can close the door if you're naked, right?" Max said as he started to pull the door closed.

"Max, whatever happened to Charli, that girl you were seeing?" I asked.

"Nothing, it just wasn't a thing," he answered.

"Why not?" I pressed.

"Where is this coming from?" Maxed replied, needing clarification on my questions.

"Nowhere, really. I just thought about something you'd said," I lied.

Max shook his head and shut the door. He was used to me being a little random and seemed to play this off as more of the same.

I looked again at our clothes hanging on the rod and tried to dismiss my thoughts.

Walking out of the bathroom, I grabbed my bag and looked for a shirt. Max was on his phone, and I kept glancing over at him. I could swear that he kept glancing up at me in my panties, bent over my bag. I took a few extra minutes to sort through my bag and watched him. Max peeked up and took a long, hard look at me while he thought I wasn't looking.

"See anything ya like back there?" I giggled.

"What? I was checking the weather," Max replied, embarrassed.

I turned around and plopped down and looked at him. "Why did it not work out?" I asked.

"Elle, really? Put a shirt on, at least," Max said.

"Not until you talk to me. Do I make you uncomfortable, Max?" I asked, trying to get to the bottom of this.

"Elle, we don't need to do this," Max said, imploring me to relent.

"I just don't want anything between us," I explained.

"Yeah, I don't either, not a damn thing," Max said in a low voice.

"What does that mean?" I asked, taking my turn at being confused.

"Let's drop it and order something to eat," he suggested.

"What if we didn't?" I winked.

Max stood up and grabbed my shoulders, and stood me up. I'd seen him angry, and this wasn't angry.

"Now isn't the time, Ellie," Max said, looking at me with a serious smile.

My body felt strange, feeling his hands on my shoulders. This man I loved and trusted had just stood me up like a doll and was obviously hiding something.

I persisted, "What if it is?"

"Then sit down," Max said quietly.

Failing to understand, I sat down on the edge of the bed.

"Now stand back up." Max's voice was steady and calm.

I stood up again and looked at him. My confusion must have been apparent to him.

"Go lock the door," Max said.

"What? Why?" I asked.

"Go lock the door," he repeated.

This game of Simon Says confused and intrigued me, so I walked to the door and twisted the lock.

"Ellie, are you still ready for this conversation?" Max asked, looking at me.

He wasn't just looking at me; he made what he was looking at obvious. He studied from my chest to my thighs and down to my toes. He slowly followed my legs back up my torso until our eyes met again.

"Sit down," Max said plainly.

Without a word, I sat. Where was this going? I felt silly and stupid at first, just marching mostly naked around a hotel room, following directions.

"Elle, If you want to know exactly why it didn't work out with Charli and me, come here," he said, pointing to a spot on the floor in front of him.

I stood up and walked over, unsure of what to expect. I was feeling strangely. My body was excited in an almost sexual way as he told me what to do. My mind felt at ease as I listened to his voice. I reached Max, stood there, and looked up at him.

"Close your eyes," he instructed.

I did as I was told.

I felt Max's large hands on my shoulders again, and his beard tickled my lips as he kissed me. What the fuck? Max kissed me! I just stood there, eyes closed motionless. Did I want to reach up and touch him or back away, maybe? Instead, I kissed him. His lips were tender and warm. I was still cold from being soaked to the skin, and his hands on my shoulders and his lips on mine warmed me.

"Open your eyes and look at me," Max said in that low voice. "Do you understand now?" he asked kindly.

"I think I'm starting to," I said weakly, still trying to settle down from the best kiss I'd had in years.

"I'm willing to give you the world on a plate every day in every way that I can," Max said, looking deeply into my eyes. "I don't expect anything you don't want to give me," he continued.

"Okay," I managed to squeak out.

"Elle, If you want to know what that relationship with Charli was missing and why it failed, you'll go stand by the bed," Max said without hesitation.

Without thinking, I walked over to the edge of the bed. I felt my bra cold against my breasts as I moved, and my panties felt like a wet bathing suit that kept sticking to me.

"Let's get you out of those wet clothes," he said, taking a seat in the chair by the bed.

"Should I get a shirt?" I asked.

"Take off your wet clothes, Ellie," Max instructed more clearly.

As I raised my hands and unclasped my bra, I couldn't believe what I was doing. This was the most erotic thing that I'd ever felt, and all he'd done was kiss me. Max's eyes followed my hands as he sat watching me. My bra fell to the floor, and I stood there exposed.

"You're doing very well," Max encouraged.

"Panties next," he said.

I could sense the anticipation in his voice this time. He couldn't believe I was doing this either. As I slipped out of my wet panties, I kicked them to the side by my bra. Looking for undies was a real bitch in the dark. As I stood there naked. I was looking at Max. He stood up and walked over to me. He kissed me again. This time, he stepped right up close to me. I could feel the heat from his body as we stood there. My breasts were pressed against his chest, with only the fabric from his fresh T-shirt between us.

"Why didn't you tell me?" I asked.

"Would you have understood like you do now?" he replied sweetly.

"I guess not," I blushed.

He wrapped his arms around my naked body and kissed me again. His tongue was smooth in my mouth, and he was a fantastic kisser. I had kissed him years ago when we were dating, but it couldn't have felt like this.

Breaking our kiss, Max looked into my eyes. "Are you ready to get dressed?"

"No," I answered.

"No, what?" he asked.

I remembered his comment from earlier about being careful when I said "Yes, Sir" to him, and suddenly, it made sense. I looked at him, and my mouth opened, and the most freeing sound came out.

"No, Sir," I answered, "I don't want to get dressed."

With that, something in him broke. He wrapped his arms around me, and I embraced him as we stood there kissing like we'd been waiting to meet for years. I had known him so well and not known him at all. Seeing this side of my best friend turned me on in the most amazing way. He was soft and gentle, but now, this side of him existed. He was firm and in control, and I needed this in a way I couldn't have imagined even thirty minutes earlier.

"Do you trust me, Ellie?" Max asked in a confident voice that was deep and smooth.

"Yes, Sir," I replied.

"Lie on the bed. I had ordered us some supper, and it is almost here," you'll need to lie still.

"What if the driver sees me?" I asked.

"Does that matter?" Max replied.

I thought for a second. It didn't matter, and I wanted to know where this rabbit hole went.

"No, Sir," I answered.

"Lie down," Max instructed.

I did as I was told, and we sat there, Max in the chair and me nude on the bed. It wasn't long before there was a knock on the door. He got up and opened the door, and I could see the girl who'd brought the pizza looking in. My stomach was fluttering as I lay there. Max had paid online and left the door open while he got cash to tip her.

I heard her giggle as she took the money and thanked Max. He closed the door and put our supper on the counter.

"Hungry, Ellie?" he asked.

"No, Sir," I said.

"Are you enjoying yourself?" Max asked softly.

"I am," I answered.

I had never realized that in my desire to control every aspect of my life in this one part, I didn't want to dictate how it went. I wanted love and trust. Was this why I wanted those things? So that I could lay on a bed naked, following directions?

"Elle, I'm going to touch you. Do you want that?" Max asked.

"Yes, Sir," I replied.

I very much wanted that. I closed my eyes and waited for Max. He sat on the edge of the bed, and I could feel the mattress shift as he leaned over to me. His hands were warm on my skin. He started by touching my left hand. He turned my palm up and tickled gentle circles in my palm, widening the circles to include my wrist. His delicate, teasing touch swirled up my forearm and onto my bicep, as he traced his way to my shoulder. His fingers felt light on my skin as he crossed my collarbone. I wanted him to touch my breast. My nipples needed his attention, but I held my tongue.

His touch continued across my chest and slowly drifted down closer and closer to my cleavage. My body wanted him to take me. However, my mind was enjoying being forced to wait. He traced his fingers between my breasts and around my tummy. I wanted to show him where to touch me. I debated briefly, spreading my legs for him to show him what I needed.

"Do you think that I know what you're wanting?" Max asked calmly.

"I hope so, Sir," I replied.

With that, Max bent down and kissed me again. God, he was a good kisser. His hand cupped my breast, and his fingers found my nipple. I needed to squirm to move; fuck, to do anything! Yet, I lay there waiting. With every breath, I hoped he'd give me what I wanted and that his hand would stray from its path and give me what I needed.

"Ellie, show me what's mine," Max said calmly and soothingly.

Without a second thought, I opened my thighs as Max looked on. His hand, now flat against my stomach, slid down to my thigh and across as I waited for his touch.

With that, he brought his hand down and covered my lips with his palm pressing gently against my covered clit. His hand was hot against me, and I wanted to rock my hips against him badly. His teasing touches were driving me mad, and I couldn't move. His voice had lashed me to that bed, and I loved it. His words were my chains, keeping me in place.

My mind crashed as Max stood up. I watched him as he looked down at me. He pulled off his shirt.

"Take my pants off," he said.

"Yes, Sir," I eagerly replied.

I didn't want to seem terribly desperate here, but holy shit. I was ready for whatever he had to give me. I unbuckled his belt and had his pants open easily. I sat on my knees on the hotel bed in front of Max, waiting for his instructions. He put his hand under my chin and brought my focus back to his eyes.

"We're done with Noah," Max stated.

"Yes, Sir, we are," I agreed.

"That's my girl," He replied, praising me.

His words made me burn inside. I couldn't help but hang on to whatever he would allow me to say or do. I was patient because he wouldn't let me rush as I usually would.

"You may take what belongs to you," Max smiled.

"Thank you, Sir," I replied, attempting to hide my excitement.

He pulled his pants off, and Max's cock was already half-hard. He kept things trimmed, too. I'd never seen his cock before. He wasn't the biggest I'd seen, but he certainly wasn't the smallest. I reached my hand out to stroke him.

With that, Max grabbed my hand.

"We shouldn't use our hands, Ellie," be creative.

Damn, this was too much. I just wanted to take him, and I wanted him to fuck me. I needed some relief! Bending forward, I kept my hands on my thighs as I took him into my mouth. At this new solution, Max stroked my hair while I gently sucked him. His cock responded to my mouth immediately. He was smooth and hard. My lips slurped over the hard ridge of the head as I worked to please him.

Max was enjoying my efforts and rewarded me with a breathy moan. He gently stroked my hair and my cheek as I slowly sucked him. Pleasing Max took my mind off of my own needs at the moment. His pleasure made me happy and satisfied, a part I'd neglected my whole life.

I felt Max's hands on my shoulders, pulling my mouth from his cock. I let it go with a loud slurp of protest. I was enjoying this task too much to stop.

"Bend over and give me what's mine," Max instructed.

My body began to tingle as I took my position on the bed. I put my head on the mattress and left my bottom up as I was told. Max moved behind me and, for the first time, dipped his finger inside me. My pussy was very wet, and I eagerly accepted his touch. His fingers moved between my lips, rubbing my clit as I stayed in my position.

Max expertly manipulated my clit in his fingers, rolling and pinching just enough to make me moan into the bed. I could feel his well-lubricated fingers teasing my greedy pussy when I began to feel my orgasm sneaking up on me. He'd barely touched me. How the hell was I getting ready to cum so quickly?

"Are you ready for what's next?" Max asked.

"Yes, Sir," I responded.

With that, Max took his fingers from my wet slit. I was lying face down, my pussy helpless and ready for him.

"Ouch," I yelped.

Max slapped my ass! The sensation was sharp, and his large hand connected with a loud clap. He rubbed my sore bottom when his hand landed to soothe the sting.

"Deep breath," he instructed.

I did as I was told and filled my lungs with cool air. With a slap, Max's hand fell again. This time, I didn't make a sound. I exhaled slowly as his hand again gently rubbed my bottom. I could feel my ass buzzing from his slaps. I waited as he continued to massage me.

"You're doing great, Elle, again," he said.

Following directions, I slowly drew in a long, relaxed breath and waited for his touch in whatever form he'd give it to me. Slap, his hand connected again. This time, it was harder than before. He began to rub my ass again as I felt my pussy leak her silky fluid onto my thigh.

"Seems we've learned something," Max said with a smile evident in his tone.

"Yes, sir," I said, stifling my own grin.

Max moved up against me, and I felt the head of his cock pressing against my lips. Without any fanfare, he pushed himself into me. Max felt so good. He fucked me slowly, giving me the chance to feel him. I wanted so badly to touch him and take him, yet I lay there with my ass in the air allowing him to use me. His thrusts slapped against my skin, and I could still feel the hot handprint on my ass. It didn't take long at all before I was on the edge of cumming.

"You may cum for me, Ellie, if you ask nicely," Max said fucking me harder.

"Please, sir," I begged.

"Please, what?" Max asked.

"Please can I cum, sir," I moaned?

Max fucked me more vigorously as I said this. His excitement was apparent at seeing my obedience. I was fighting my orgasm, waiting for his permission. I never knew it was possible to need permission to cum, but I did.

"I'm going to cum with you, pretty girl," Max said through his exertion. "You may cum for me."

With that, I dared to reach a hand between my legs and rub my clit while he fucked me. It was a matter of seconds, and I tensed my entire body as the waves crashed over me. Max's hands on my hips kept me grounded as his cock slammed into me. My orgasm was all he could bear as his cock began to jerk inside of my contracting pussy. His cum was warm and made his cock slide faster inside me.

As our pace slowed, Max held my hips against his body, keeping his cock buried inside me. The sensation was incredible. The closeness and intimacy of the moment was more than I'd experienced.

Laying beside me, Max touched me gently, and I melted alongside him. My body was my own again.

"How?" I asked.

"How what Ellie?" Max answered, catching his breath while he held me.

"How did I not know this about us?" I said, reiterating my question.

"I didn't know either, Elle," Max answered gently.

"I am, though; I know it now," I said, looking at him.

"You are, eh?" he said, puzzled.

"Yours, only yours," I said, kissing him sweetly.

"Then I can keep you?" Max asked with a grin.

"Yes, Sir," I answered with a wink.