Chloe laughs.

Color rose to Chloe's cheeks, and after a short, shocked pause, Chloe tossed her head forward and laughed, tucking her breasts back in her red top -- but making sure that just enough was out to keep exciting Zach. As platonic as she liked to think of him, this sort of attention from her best friend was almost therapeutic. She trusted Zach, and if anyone was gonna get a second chance, it was him.

"No, you perv!" she exclaimed, and then, raising the pitch of her voice like a twelve year old, "You'll get your cooties on them!" She kept giggling, and saw Zach's fear change to relief and amusement. Her final sigh faded, she stopped laughing, and she closed her open grin into a warm smile. She looked Zach in the eyes -- something that had been slightly difficult since she'd made him hard, but now only made her blush a little.

"Sorry," Zach said, in the middle of the silence. He broke their gaze and looked down at the bed. "Was that... That probably wasn't much better," he said, smiling a bit.

"It was better than 'Jeez, they look like that fat kid's boobs,' jackass," she snapped, playfully, as she moved herself closer to him, and he adjusted himself as well. The two were now sitting next to each other, shoulders touching, backs against the headboard of the bed.

Zach groaned and covered his face with his hands in shame. "Fuck," he moaned, "Did I say that?"

"Yes," Chloe replied. "I did not and will not forget. Believe me, I have tried." Chloe wasn't hurt, but there was a hint of 'screw you for screwing me' in her voice.

"Y'know, I never thought you were ugly," Zach said, raising his head to look at her. Chloe was silent, but met his gaze. "I mean," he turned his shoulders and head to face her, "I was a twelve year old with confused hormones and-- I mean, you had boobs all of a sudden! I-- Well, they were kinda scary."

"Scary?" said Chloe, beginning to scowl.

"Yeah, I mean-- I wasn't supposed to like them, but I guess I... I don't know, I kinda did. So I guess my reaction was to try and make shit less awkward, and... I just..." Zach trailed off. He was running in circles and he was afraid he wasn't making anything any better.

"It's okay," Chloe said. She put her hand on his arm.

"I never meant it. I just didn't know what else to do. I mean, shit, my tom-boy best friend has tits, where do you go from there?" Zach laughed and looked away. Chloe didn't.

"Where do you want to go from there?" she said, her voice lowered. Her hand was now drifting towards the lower part of his torso. She wasn't looking at him.